Amendment No. 2 to Second Amended and Restated Supply and License Agreement and Amendment No. 1 to Sublicense Agreement, dated January 10, 2018, by and among Mayne Pharma, Mayne Pharma International and the Company

Exhibit 10.2

Confidential Treatment Requested by ITUS Corporation,

IRS Employer Identification No. 30-0793665

***CONFIDENTIAL TREATMENT REQUESTED***

NOTE: CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “[***]”

AMENDMENT NO. 2 TO

SECOND AMENDED AND RESTATED SUPPLY AND LICENSE AGREEMENT

AND

AMENDMENT NO. 1 TO SUBLICENSE AGREEMENT

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED SUPPLY AND LICENSE AGREEMENT AND AMENDMENT NO. 1 TO SUBLICENSE AGREEENT (the “Amendment”), effective as of January 10, 2018 (the “Effective Date”), is made by and among:

(i)    MAYNE PHARMA VENTURES PTY LTD, an Australian company ACN 168 896 357 (“Mayne Pharma”);

(ii)    MAYNE PHARMA INTERNATIONAL PTY LTD, an Australian company ACN 007 870 984 (“Mayne Pharma International”); and

(iii)     HEDGEPATH PHARMACEUTICALS, INC., a Delaware corporation (“HPPI”).

WHEREAS, Mayne Pharma and HPPI are parties to that certain Second Amended and Restated Supply and License Agreement, dated May 15, 2015, as amended on November 22, 2016 (the “Existing SLA”);

WHEREAS, Mayne Pharma International and HPPI are parties to that certain Sublicense Agreement dated August 31, 2015 (the “Existing Angiogenesis and Hedgehog Patent Sublicense”);

WHEREAS, pursuant to a Securities Purchase Agreement, dated as of the date hereof (the “Securities Purchase Agreement”), between Mayne Pharma and HPPI, Mayne Pharma has agreed to invest up to Five Million Dollars (US$5,000,000) in HPPI;

WHEREAS, as a condition to such investment under the Securities Purchase Agreement, the parties hereto are required to amend the Existing SLA (the Existing SLA, as amended by this Amendment, the “SLA”) and the Existing Angiogenesis and Hedgehog Patent Sublicense (the Existing Angiogenesis and Hedgehog Patent Sublicense, as amended by this Amendment, the “Angiogenesis and Hedgehog Patent Sublicense”) on the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, and pursuant to Section 26.8 of the Existing SLA and Section 10.10 of the Existing Angiogenesis and Hedgehog Patent Sublicense, the parties, intending to be legally bound, hereby agree to amend the Existing SLA and the Existing Angiogenesis and Hedgehog Patent Sublicense (as applicable) as of the Effective Date as follows:

“Target Launch Date is June 30, 2020, as that date may be extended by agreement of the parties in writing.”

“Angiogenesis and Hedgehog Patent Sublicense means that certain Sublicense Agreement dated August 31, 2015, by and between Mayne Pharma International Pty Ltd, an Australian company ACN 007 870 984 (“Mayne Pharma International”), and HPPI, as amended from time to time.”

“BCCNS Field means the treatment of human patients with Basal Cell Carcinoma Nevus (Gorlin) Syndrome via oral administration.”

“NDA means HPPI’s New Drug Application for SUBA BCCNS filed or to be filed by HPPI with the FDA.”

“Target Failure means the earlier to occur of (i) December 31, 2018, if the FDA has not accepted the filing of the NDA by such date; provided that such date shall be automatically extended in the event that the NDA is filed with FDA during

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December 2018 to a date which is 30 days from the date of such filing and (ii) the Target Launch Date, if the commercial launch of Product in the Territory in the BCCNS Field has not been achieved by HPPI by such date.”

“5.3    Target Failure

(a)    Within *** following a Target Failure, HPPI shall provide written notice of such Target Failure to Mayne Pharma. Within *** from the date Mayne Pharma receives written notice of a Target Failure or, failing timely provision of such notice, on Mayne Pharma becoming aware of such Target Failure, Mayne Pharma may, by notice to HPPI (any such notice, an “Assumption Notice”), elect to assume the right to, on its own and at its sole cost and expenses, exploit any Product solely in the BCCNS Field in the Territory. Notwithstanding any exercise by Mayne Pharma of its right to assume the right to exploit any Product in the BCCNS Field in the Territory as provided for in this Clause 5.3(a), if the event such exercise shall be undertaken under the circumstances provided for in subclause (i) of the definition of Target Failure, HPPI and Mayne Pharma shall nonetheless continue in good faith during the term of this Agreement to develop Products in the Field (other than the BCCNS Field) in accordance with and subject to the terms of the this Agreement.

(b) Effective from and after delivery of an Assumption Notice to HPPI, and notwithstanding anything else contained in the Agreement:

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(A) the research, development or registration activities relating to the Product in the BCCNS Field, directly or indirectly, by Mayne Pharma;

(B) the importation, promotion, marketing, sale or distribution of the Product in the BCCNS Field, directly or indirectly, by Mayne Pharma;

(C) the use or effects of such Product in the BCCNS Field; and

(D) to avoid doubt and without limitation, any actual or alleged infringement of Intellectual Property Rights arising from any activities, use or effects referred to above,

except to the extent that such action, claim, demand, loss, damage, cost or expense is caused by a breach of an express warranty given under this Agreement by HPPI or the gross negligence, fraud or willful misconduct of HPPI or its Personnel.”

“(b) after Minimum Annual Volumes have been established as provided for in Schedule 5 of this Agreement, HPPI must use reasonable commercial efforts to maximise the sale of the Product in the Field in the Territory (including, without limitation, through maintaining all warehousing, sales, personnel and facilities required to perform its obligations under this Agreement with respect to Products in the Field in the Territory).”

“All rights and licenses granted by HPPI to Mayne Pharma under this Agreement (including, without limitation, pursuant to Clause 5.3 and Schedule 7) are and

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shall be deemed to be rights and licenses to “intellectual property” and the subject matter of this Agreement, including all Intellectual Property Rights, is and shall be deemed to be “embodiment[s]” of “intellectual property” in each case, as such terms are used in and interpreted under Section 365(n) of the United States Bankruptcy Code (the “Code”) (11 U.S.C. § 365(n)). Mayne Pharma shall have all rights, elections and protections under the Code and all other applicable bankruptcy, insolvency and similar laws with respect to this Agreement (including, without limitation, pursuant to Clause 5.3 and Schedule 7) and the subject matter hereof and thereof Without limiting the generality of the foregoing, HPPI acknowledges and agrees that, if HPPI or its estate becomes subject to any bankruptcy or similar proceeding: (A) subject to Mayne Pharma’s rights of election under Section 365(n), all rights, licenses and privileges granted to Mayne Pharma under this Agreement (including, without limitation, pursuant to Clause 5.3 and Schedule 7) will continue subject to the respective terms and conditions hereof and thereof, and will not be affected, even by HPPI’s rejection of this Agreement (including, without limitation, pursuant to Clause 5.3 and Schedule 7) and (B) Mayne Pharma shall be entitled to a complete duplicate of (or complete access to, as appropriate) all such intellectual property and embodiments of intellectual property, which, if not already in Mayne Pharma’s possession, shall be promptly delivered to Mayne Pharma or its designee, unless HPPI elects to and does in fact continue to perform all of its obligations under this Agreement (including, without limitation, pursuant to Clause 5.3 and Schedule 7).”

“BCCNS Field means the treatment of human patients with Basal Cell Carcinoma Nevus (Gorlin) Syndrome via oral administration.”

“NDA” means HPPI’s New Drug Application for SUBA BCCNS filed or to be filed by HPPI with the U.S. Food and Drug Administration.”

“Target Failure means the earlier to occur of (i) December 31, 2018, if the FDA has not accepted the filing of the NDA by such date; provided that such date shall be automatically extended in the event that the NDA is filed with the FDA during December 2018 to a date which is 30 days from the date of such filing and (ii) the Target Launch Date, if the commercial launch of Licensed Product in the Territory in the BCCNS Field has not been achieved by HPPI by such date.”

“Target Launch Date is June 30, 2020, as that date may be extended by agreement of the parties in writing.”

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“10.19 Target Failure.

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General Counsel

Mayne Pharma Ventures Pty Ltd

1538 Main North Road,

Salisbury South 5106 SA,

Australia

Facsimile: +61 3 9614 7022.

General Counsel

Mayne Pharma International Pty Ltd

1538 Main North Road,

Salisbury South 5106 SA,

Australia

Facsimile: +61 3 9614 7022.

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[Signature Page Follows]

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

[Signature Page to Amendment No. 2 to

Second Amended and Restated Supply and License Agreement

and Amendment No. 1 to Sublicense Agreement]