Exhibit
10.23


 


EXECUTION
COPY


 


SECOND
AMENDMENT TO LICENSE AGREEMENT


 


This
SECOND AMENDMENT, dated as of July 7, 20121 (this “Second Amendment”), to the License Agreement, dated as of May 2, 2021
(the “Agreement”), is entered into by and between Sonnet Biotherapeutics CH SA (“Sonnet”), Sonnet Biotherapeutics,
Inc. (“Guarantor”) and New Life Therapeutics PTE, Ltd (“New Life”). Unless otherwise set forth herein, capitalized
terms used herein shall have the meanings set forth in the Agreement.


 


W
I T N E S S E T H


 


WHEREAS,
Guarantor and New Life entered into the License Agreement dated May 2, 2021 pursuant to which Sonnet granted New Life, inter alia,
an exclusive license to Develop and Commercialize the Product in the DPN Field in the Exclusive Territory; and


 


WHEREAS,
on June 11, 2021, the Agreement was amended to substitute Sonnet for Guarantor (the “First Amendment”); and


 


WHEREAS,
the Parties hereto wish to further amend and modify the Agreement as provided in this Second Amendment;


 


NOW,
THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


	 	1.	Section
    12.13 Notice and Deliveries shall be amended by adding the following


 


	 	If
    to Guarantor: 	Sonnet
    Biotechnologies, Inc.
	 	 	100
    Overlook Center, Suite 102
	 	 	Princeton,
    New Jersey 08540
	 	 	Attn:
    Chief Executive Officer


 


	 	2.	A
    new Section 12.17 Guarantee shall be added as follows:


 


Guarantor
hereby guarantees performance of all obligations of Sonnet under the Agreement, and shall cause Sonnet to comply with the terms of the
Agreement in connection with such obligations, provided that (a) Guarantor shall have no greater liability by virtue of this guarantee
than Sonnet has as a party to the Agreement, (b) prior to New Life exercising its rights with respect to Guarantor under this Section
12.17, New Life shall first give written notice to Guarantor of the relevant default(s) and Sonnet shall have sixty (60) days after receipt
of such notice to cure such default before New Life is permitted to proceed directly against Guarantor, and (c) Guarantor’s obligations
under this Section 12.17 shall terminate with respect to this Agreement upon termination or expiration of this Agreement or in the event
Sonnet assigns this Agreement to a third party and such assignee agrees in writing to assume Guarantor’s obligations under this
Section 12.17 with respect to Sonnet.


  


	 	3.	Except
    as specifically amended above, all terms and conditions of the Agreement and the First Amendment shall remain in full force and effect
    and are hereby ratified and confirmed.
	 	 	 
	 	4.	This
    Second Amendment may be executed in one or more counterparts that together shall constitute a single agreement. If any provisions
    of this Second Amendment shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention
    or invalidity shall not invalidate the entire Second Amendment. Such provision shall be deemed to be modified to the extent necessary
    to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Second
    Amendment shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the Parties
    shall be construed and enforced accordingly.


 


[Signature
page follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Parties have executed this Second Amendment as of the date first above written.


 


	 	SONNET
    BIOTHERAPEUTICS CH SA
	 	 	 
	 	By:
    	/s/
    Pankaj Mohan, Ph.D.
	 	Name:
    	Pankaj
    Mohan, Ph.D.
	 	Title:
    	Chairman
    of the Board of Directors
	 	 	 
	 	By:
    	/s/
    Gael Hedou, Ph.D.
	 	Name:
    	Gael
    Hedou, Ph.D.
	 	Title:
    	Chief
    Operating Officer
	 	 	 
	 	SONNET
    BIOTHERAPEUTICS, INC.
	 	 	 
	 	By:	/s/
    Pankaj Mohan, Ph.D.
	 	Name:
    	Pankaj
    Mohan, Ph.D.
	 	Title:
    	Founder
    and Chief Executive Officer
	 	 	 
	 	NEW
    LIFE THERAPEUTICS PTE, LTD
	 	 	 
	 	By:	/s/
    Rakesh K. Aggarwal 
	 	Name:
    	Rakesh
    K. Aggarwal
	 	Title:
    	Chief
    Executive Officer