Exhibit
10.1


 


FIRST
AMENDMENT


Patent
and Technology License Agreement and Trademark Assignment


Between
IGL Pharma, Inc. and QSAM Therapeutics Inc.


 


This
Patent and Technology License Agreement and Trademark Assignment Amendment (the “Amendment”) is made and entered
into as of November 17, 2021 (the “Effective Date”), by and between IGL Pharma, Inc., a Delaware corporation,
(“IGL Pharma”) having its principal place of business at 1004 S. Velasco Street, Angleton, Texas 77515 and
QSAM Therapeutics Inc., (“QSAM”) a Texas corporation having its principal place of business 3616 Far West Blvd,
Suite 117-292, Austin, Texas 78731. IGL Pharma and QSAM are each referred to herein as a “Party” and collectively
as the “Parties.”


 


The
Parties desire to amend their Patent and Technology License Agreement and Trademark Assignment, effective April 20, 2020 (“Agreement”)
by this Amendment, which upon the last signature date below by a Party (“Signature Date”), shall be effective as of the Effective
Date above. The Parties agree that the various terms below refer to the Agreement where now amended and all other terms of the Agreement
remain unchanged. The consideration for this Amendment is considered sufficient by the Parties based on the items now amended below.


 


These
amendments are as follows:


 


Replace
the present Section 3.1(b) entirely with the following wording:


 


Within
ten (10) business days from the Effective Date, issue to IGL Pharma 500,000 shares of the parent company of QSAM, namely QSAM Biosciences
Inc. (“Parent”).


 


Amend
Section 3.1(d) as follows:


 


Delete
the initial $25,000 number and replace with $35,000.


 


Amend
Section 3.1(e) as follows:


 


Delete
the initial $25,000 number and replace with $50,000.


 


Amend
Section 3.1(f) as follows:


 


Delete
the initial $25,000 number and replace with $75,000.


 


Amend
Section 3.1(g) as follows:


 


Delete
the initial $25,000 number and replace with $100,000.


 


Amend
Section 3.1(h) as follows:


 


Delete
the initial $25,000 number and replace with $150,000.


 


Amend
Section 3.1(i) as follows:


 


Delete
the initial $1,500,000 number and replace with $2,000,000.


 




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Replace
Sections 3.1m(i), (ii) and (iii) with following Section 3.1(m):


 


Five
percent (5%) of all Sublicense Consideration received by QSAM at any time; and


 


Add
a new Section 3.1(n) reading as follows:


 


Five
percent (5%) of all value paid to QSAM or its Parent, or any other entity that controls or owns QSAM, including but not limited to a
sublicensee of QSAM.


 


Replace
Section 3.2 with the following:


 


3.2
Board Observer Rights. IGL Pharma shall have the right to observe and participate in any Board of Directors meeting of the Parent
in which any scheduled agenda item may reasonably affect the rights of IGL Pharma under this Agreement.


 


All
other terms of the Agreement remain unchanged.


 


This
Amendment may be executed by the Parties in two or more counterparts, each of which shall constitute an original and all of which together
shall constitute one and the same agreement. This Amendment may be executed by the Parties by the exchange of facsimile signature pages,
with signed original counterparts of the Agreement to be exchanged by the Parties promptly thereafter.


 


IN
WITNESS WHEREOF, the Parties’ represent that their respective duly authorized representatives hereto have executed this Amendment
as of the dates below, which upon the last Signature Date below shall render this Amendment effective as of the Effective Date above.


 


	QSAM Therapeutics Inc. 	 	IGL
    Pharma, Inc.
	 	 	 	 	 
	By:	/s/
    Douglas Baum	 	By:	/s/
    R. Keith Frank
	 	 	 	 	 
	Name:	Douglas
    Baum 	 	Name:	R.
    Keith Frank, PhD
	Title:	CEO
    	 	Title:	Chairman
	Date: 	11/24/21	 	Date:	11/24/21


 


Understood
and Accepted for the issuance of shares by:


 


	QSAM
    Biosciences Inc.	 
	 	 	 
	By:	/s/
    Douglas Baum	 
	 	 	 
	Name:	Douglas
    Baum	 
	Title:	CEO	 
	Date:	11/24/21	 


 




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