First Amendment to the Amended and Restated License Agreement Between the University of Tennessee Research Foundation and the Registrant dated August 22, 2022

Exhibit 10.1

[***] Certain information in this document has been excluded pursuant to Regulation S-K,

Item 601(b)(10). Such excluded information is not material and would likely cause

competitive harm to the registrant if publicly disclosed.
 

FIRST AMENDMENT to THE AMENDED AND RESTATED License Agreement Between THE UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION and ONCTERNAL THERAPEUTICS, INC.

This First Amendment to the Amended and Restated License Agreement Between the University of Tennessee Research Foundation and Oncternal Therapeutics, Inc. (“First Amendment”), effective as of the latest date of signing below, between the University of Tennessee Research Foundation, having an office at 910 Madison Avenue, Suite 827, Memphis TN 38163 (“UTRF”) and Oncternal Therapeutics, Inc., a company organized and existing under the laws of California and having its principal place of business at 12230 El Camino Real, Suite 300 San Diego, CA 92130 (“LICENSEE”), herein after referred to as the “Parties.”

Background

WHEREAS, UTRF and LICENSEE entered into the Amended and Restated License Agreement between University of Tennessee Research Foundation and Oncternal Therapeutics, Inc. (“Agreement”) having an Effective Date of March 9, 2022;

WHEREAS, the Parties desire to amend the Agreement to include additional invention disclosures within Article 1.6 and to update the table of Licensed Patents in Appendix A;

NOW, THEREFORE, the Parties hereto agree as follows:

1.6 “Invention Disclosure” means the UTRF file numbers:

1

IN WITNESS WHEREOF, the Parties execute this First Amendment by their duly authorized representatives and acknowledge that they understand and agree to be bound by its terms and conditions.

2

APPENDIX A

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