Exhibit 10.10


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND
(ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 


EXECUTION VERSION


 


AMENDMENT
NO. 2 TO


DRUG
LICENSE AND DEVELOPMENT AGREEMENT


 


This
Amendment Number Two (“Amendment
No. 2”), to the existing and in-force Drug
License And Development Agreement (the “Agreement”) between the parties hereto (effective as of May
23, 2015), is entered into by and between Oncology Venture A/S, a
Danish corporation having its principal offices at Venlighedesvej 1, 2970 Hørsholm, Denmark (“OV”),
and Lantern Pharma, Inc., a Texas corporation having its principal place
of business at 211 N Ervay Street, Suite 404, Dallas, TX 75201 U.S.A. (“LP”) as of February 11, 2016 (the “Effective
Date”). LP and OV are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.


 


Background


 


The
Parties have previously been awarded an International Collaborative Industry Program (ICIP) grant administered, in part, by the
Massachusetts Life Sciences Center (MLSC), and awarded to support the Parties’ planned clinical development of the cancer
drug Irofulven (the “Project”).


 


In
order to ensure that the Parties’ receipt and use of the ICIP grant funds from MLSC comply with the requirements of the
ICIP grant program and the terms of their grant award to support the Project, the parties jointly desire to amend certain paragraphs
of the existing Agreement.


 


Now
Therefore, in consideration of the foregoing
premises and the mutual promises, covenants and conditions contained in this Amendment No. 2, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


In Section
4.4 (a) (“Development Activities and Development Costs”) of the Agreement, the last sentence is
hereby replaced in its entirety with the following sentence:


 


“Any
ICIP grant funds received by LP shall be solely and entirely applied towards, and offset, OV’s payment of Compound manufacturing
costs in support of the Program, provided that such manufacturing (and resulting costs) is conducted within Massachusetts.”


 


In
Section 6.1 (“License Fee; Grant Fee”) of the Agreement, subsection (b) is hereby replaced in its entirety
by the following new paragraph:


 


“(b)
OV shall pay to LP a one-time fee of [***]dollars ($[***]) within ten (10) Business Days of the first-to-occur of
the following events: (i) receipt (on account) by OV of at least a[***]dollar ($[***]) grant award under the
Danish/Massachusetts Life Sciences International Collaborative Industry Program (ICIP); or (ii) if no such grant payment is
received, three (3) out of the first eight (8) patients enrolled in the Phase 2 Clinical Trial for Primary Indication
being observed to achieve the therapeutic endpoint benefit defined in the Clinical Development Plan and/or IND for the Phase
2 Clinical Trial for Primary Indication. Provided that, the payment by OV to LP under the ICIP grant event (i) above shall be
paid and deducted from any ICIP grant funds awarded directly to LP in reimbursement solely for Compound manufacturing
activities and expenses incurred within Massachusetts by Massachusetts entities,
with OV then paying LP for any difference between the[***] dollars ($ [***]) payment required in this subsection (b) and
a lessor amount of ICIP grants funds received directly by LP.





 






     


     


    

 


EXECUTION
VERSION


 


In
Witness Whereof, the
Parties have executed this Amendment No. 2 in duplicate originals by the following signatures of their duly authorized
officers as of the Effective Date.


 


	Oncology
    Venture, A/S	 	Lantern
    Pharma, Inc.
	 	 	 	 	 
	By:	/s/
    Peter Buhl Jensen 	 	By:	/s/
    Arun Asaithambi 
	 	Peter
    Buhl Jensen, M.D., Ph.D. 

Chief Executive Officer	 	 	Arun
    K. Asaithambi, Ph.D. 

Chief Executive Officer
	 	 	 	 	 
	Date:	                                	 	Date:	02-16-2016