Exhibit 10.1

AMENDMENT TO

AMENDED AND RESTATED

TECHNOLOGY LICENSE AND SERVICE AGREEMENT

This Amendment to Amended and Restated Technology License and Services Agreement (this “ Amendment ”), dated as of November 12, 2015, is made by and between Neurotrope Bioscience, Inc., a Delaware corporation (“ Neurotrope ”), on the one hand, and Blanchette Rockefeller Neurosciences Institute, a not-for-profit institution organized and existing under the laws of the State of West Virginia (“ BRNI ”), and NRV II, LLC, a limited liability company organized under and existing under the laws of the State of Delaware (“ NRV ”), on the other hand. Each of Neurotrope, BRNI and NRV may be referred to as a “ Party ” and collectively, as “ Parties ” in this Amendment, as the case may be.

WHEREAS, the Parties previously entered into the Amended and Restated Technology License and Services Agreement, dated February 4, 2015 (the “ TLSA ”) pursuant to which BRNI granted rights in certain technology to Neurotrope; and

WHEREAS, Section 4.3 of the TLSA provides for the advance payment of future royalties by Neurotrope to BRNI in relation to Neurotrope financing transactions occurring prior to a public offering; and

WHEREAS, the Parties desire to (i) amend Section 4.3 of the TLSA to modify Neurotrope’s advance payment obligations thereunder and (ii) terminate the Stockholders Agreement (as such term is defined in the TLSA); and

WHEREAS, the Parties have agreed that it is in the best interest of all of the Parties to amend Section 4.3 “Advances on Future Royalties”.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and subject to the terms and conditions set forth herein below, and intending to be legally bound, Neurotrope, BRNI and NRV agree as follows:

“ 4.3 Advances on Future Royalties . Promptly (but in no event more than three business days) following each of the dates of the Initial Closing and the Final Closing (as such terms are defined in the Securities Purchase Agreement, dated on or about November 13, 2015, between Neurotrope and the several buyers thereto) and the closing of any extension of the Securities Purchase Agreement, Neurotrope shall deliver, or cause to be delivered, to BRNI an amount equal to two and one-half percent (2.5%) of the Post-PA Fees Proceeds (as defined below) received by Neurotrope at each such closing. In addition, on (or prior to) December 31, 2016, Neurotrope shall deliver, or cause to be delivered, to BRNI an amount equal to an additional two and one-half percent (2.5%) of the aggregate Post-PA Fee Proceeds received by Neurotrope at the Initial Closing, the Final Closing and the closing of any extension of the Securities Purchase Agreement. Each such payment shall constitute an advance Royalty payment hereunder and will be offset (with no interest) against the amount of future Royalty obligations payable under Section 4.5 until such time that the amount of such future Royalty obligations equals in full the amount of the advance Royalty payments made pursuant to this Section 4.3. For purposes of this Section 4.3, “Post-PA Fee Proceeds” shall mean the gross proceeds received by Neurotrope at the Initial Closing, the Final Closing and/or any closing of any extension of the Securities Purchase Agreement, as applicable, less all amounts paid by Neurotrope to the placement agents in relation to such gross proceeds. For sake of clarity, no other expenses of Neurotrope relating to the Initial Closing, the Final Closing or the closing of any extension of the Securities Purchase Agreement under the Securities Purchase Agreement shall be subtracted from the gross proceeds to determine the Post-PA Fee Proceeds.”

In furtherance of the foregoing, the Parties acknowledge and agree that Neurotrope shall have no obligation to pay BRNI or NRV any advance payment of future Royalty (as such term is defined in the TLSA) under the TLSA, including without limitation pursuant to Section 4.5 thereof, except as expressly set forth in the amended and restated Section 4.3 set forth immediately above.

The Parties acknowledge and agree that simultaneously herewith the Parties (and other appropriate parties thereto) have entered into a Termination and Waiver of the Stockholders Agreement. Notwithstanding the termination of the Stockholders Agreement, the Parties hereby agree that the terms defined in the Stockholders Agreement and incorporated by reference into the TLSA shall continue to have the respective meanings provided for such terms as set forth in the Stockholders Agreement.

The Parties acknowledge and agree that the term “B Round Financing” as defined in Section 1.5 of the TLSA shall also include the proceeds from the exercise of any of the Series A-E Warrants as defined in the Securities Purchase Agreement stated above. The Parties also acknowledge that the payment of the “Fixed Research Fee” as defined in Section 1.20 of the TLSA shall commence on the later of January 1, 2017 or the date on which Neurotrope has actual receipt from the B Round Financing, including the exercise of any of the Series A-E Warrants, of twenty-five million dollars ($25,000,000). Furthermore, the Fixed Research Fee for a given year shall be credited against any Service Fees that are paid by Neurotrope to BRNI in such year pursuant to an SOW that Neurotrope requests pursuant to the TLSA.

(a) The provisions of Sections 13.3 (‘Dispute Resolutions’), 13.4 (‘Choice of Law’), 13.5 (‘Jurisdiction and Venue’), 13.6 (‘Construction’), 13.7 (‘Counterparts’), 13.12 (‘Headings’), and 13.13 (‘Notices’), and 13.15 (‘Severability’) of the TLSA are hereby incorporated by reference as if set forth in full herein, mutatis mutandis .

(b) Except as provided herein, the terms of the TLSA shall remain in full force and effect. The TLSA, as amended hereby, constitutes the entire agreement among the Parties as to the subject matter of this Amendment and supersedes and merges all prior negotiations, representations, agreements and understandings regarding the same.

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IN WITNESS WHEREOF, the Parties have executed this Amendment to Amended and Restated Technology License and Services Agreement by their respective duly authorized officers or representatives as of the day first above written.

Exhibit 10.2

November 12, 2015

By Electronic Mail and Facsimile

Neurosciences Research Venures, Inc.

364 Patteson Drive, #279

Morgantown, WV 26505

Attention: William Singer

Re: Neurotrope, Inc. — PRIVILEGED AND CONFIDENTIAL

Dear Mr. Singer:

In consideration of entering into that certain Termination and Waiver Agreement, dated November 12, 2015, by and among Neurotrope, Inc. (the “Company”), Neurosciences Research Ventures, Inc. (“NRV”), Dan Alkon and Northlea Partners LLLP, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and NRV hereby agree that the Company shall take such reasonable actions within its control, including calling special board and Nominating and Corporate Governance Committee meetings, so that two (2) representatives designated by NRV (the “NRV Designees”) are nominated for election to the board of directors (the “Board”) of the Company at each annual meeting of shareholders until such time as the Amended and Restated License and Services Agreement, dated February 4, 2015, by and among the Company, Neurotrope Bioscience, Inc., Blanchette Rockefeller Neurosciences Institute and NRV II, LLC is no longer in effect. The Company agrees to use its best efforts to ensure that (i) each NRV Designee is included in the Board’s slate of nominees to the stockholders for each election of directors; and (ii) each NRV Designee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board. Subject to the provisions of applicable law and the rules of any stock exchange on which the Company’s common stock is listed or quoted, no NRV Designee shall be removed from the Board unless such removal is for cause or requested in writing by NRV. In the event that any NRV Designee shall cease to serve for any reason, NRV shall be entitled to designate such person’s successor in accordance with this agreement and the Board shall promptly fill the vacancy with such successor nominee; it being understood that any such designee shall serve the remainder of the term of the director whom such designee replaces. If an NRV Designee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, NRV shall be entitled to designate promptly another nominee and the director position for which the original NRV Designee was nominated shall not be filled pending such designation.

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Please countersign this letter in the space provided below and return one copy to the undersigned to reflect NRV’s agreement to the foregoing.

ACKNOWLEDGED AND AGREED:

NEUROSCIENCES RESEARCH

VENTURES, INC.

By :_ /s/ William Singer ___________

Name: William Singer

Title: Director

Exhibit 10.3

Statement of Work Agreement

This Statement of Work Agreement (“ SOW Agreement ”) is made and entered into on November 12, 2015 by and between Neurotrope Bioscience, Inc. (“ NTRP ” or “ Neurotrope ”) and Blanchette Rockefeller Neurosciences Institute (“ BRNI ”) (each, a “ Party ” and collectively, the “ Parties ”), and is effective as of November 1, 2015 (the “ SOW Agreement Effective Date ”), pursuant to that certain Amended and Restated Technology License and Services Agreement dated February 4, 2015 by and between NTRP, on the one hand, and BRNI and NRV II LLC, on the other hand, (the “TLSA”). This SOW Agreement hereby incorporates, and is subject to, the terms and conditions of the TLSA. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the TLSA.

WHEREAS , the Parties intend that this SOW Agreement shall constitute a Statement of Work pursuant to Paragraphs 3.1 and 3.2 of the TLSA for Services to be provided by BRNI to NTRP under the TLSA; and

WHEREAS pursuant to Section 5.6 of the TLSA, BRNI has the “sole and exclusive right (but not the obligation) to apply for, file, prosecute, or maintain patents and applications for the Licensed IP, in each case, in any jurisdiction throughout the world;” and

WHEREAS Section 5.6 of the TLSA further provides that “Neurotrope shall reimburse BRNI for all of the attorneys’ fees, translation costs, filing fees, maintenance fees, and other costs and expenses related to any of the foregoing” (i.e. applications for filing, prosecution or maintenance) subject to certain provisos; and

WHEREAS NTRP agreed that BRNI should undertake, pursuant to BRNI’s authority from the United States Food and Drug Administration (the “ FDA ”), certain limited human compassionate use trials; and

WHEREAS NTRP agrees to engage BRNI, pursuant to Section 3.1 and 3.2 of the TLSA, as amended, and this SOW Agreement.

NOW THEREFORE , in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows.

Attachment A

Services to be performed by BRNI’s laboratory will include those to support Neurotrope's ongoing Alzheimer's clinical program through the development and validation of a new sensitive assay for PKC epsilon levels and activation (pre-clinical work). This assay will then be used to monitor bryostatin's target engagement in blood samples from patients in Neurotrope's clinical trials. While the new PKC epsilon assay is being developed, we will use the current assay on those patients enrolled earlier in the Phase 2b trial. The current assay was able to demonstrate target engagement in the Phase 2a trial. It will also be supplemented with our P32 assay that measures activation with more sensitivity - before the new assay development is completed."