Exhibit 10.1

LICENSE AGREEMENT

License Agreement made as of the 19th day of May, 2018, by and between 38 ^th Street Suites LLC and Sellas Life Sciences Group Inc.

In consideration of the mutual terms and conditions herein, Licensor agrees to perform the services more particularly described below and, in addition, grants Licensee an exclusive license to use a private office(s) as, from time to time, as designated by Licensor, and in common with other licensees of Licensor, a license to use other facilities and services of Licensor located on the 1-12 floor at 15 West 38 ^th Street, New York, New York 10018 (hereinafter referred to as the “Premises”) in accordance with the terms set forth herein.

For the purposes of this License Agreement the following terms shall have the meanings ascribed to them below:

C. Name of Licensor: 38 ^th Street Suites LLC

F. Name of Licensee: Sellas Life Sciences Group

K Expiration Date: 7/31/2020

be amended from time to time.

 

4.      BASE LICENSE FEE/SUNDRY SERVICE FEE:

C. All monthly Base Services Fee and Sundry Service Fee and other sums paid hereunder

shall be payable at the office of the Licensor or at such other location or to any agent designated in writing by the Licensor. In addition to any other sums due, Licensee shall pay late charges equal to five (5%) percent of all amounts for Base Services and Sundry Services not paid within five (5) days of their respective due dates. The parties agree that such late charges are fair and reasonable compensation for costs incurred by Licensor on collecting payments past due hereunder.

Licensee is hereby granted a license to use the Unit within the Premises on an exclusive basis and shall have access thereto twenty-four (24) hours a day, seven (7) days a week. Licensor shall provide office cleaning services, heating and air-conditioning to the Premises, Monday through Friday, 9:00 am to 6:00 pm, except on public holidays. In addition, Licensee will have use of the common area of the Premises facilities on a non-exclusive basis in accordance with the rules and regulations promulgated with respect thereto. It is understood and agreed that the Licensee shall use the office and common area of the Premises solely for general office use in the conduct of the Licensees business and for no other purpose. Licensee agrees not to engage in any conduct or to allow or permit any of its employees, invitees, visitors or guests to engage in any conduct, which may disturb or annoy any other occupants at the Location or which, in the opinion of Licensor, is objectionable or undesirable.

IN THE ABSENCE OF WILLFUL MISCONDUCT, THE LICENSEE EXPRESSLY AGREES TO WAIVE, AND AGREES NOT TO MAKE ANY CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, ARISING OUT OF ANY FAILURE TO FURNISH ANY UTILITY, SERVICE OR FACILITY, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF THE SAME.

(1) Licensor may forthwith terminate this Agreement and the license to use any portion of the Premises, and re-enter and take possession of same.

(2) Licensor may forthwith take and hold any property of Licensee as payment, in

whole or in part, of Licensees obligations hereunder, and if Licensees default continues, after 30 days deem such property abandoned and dispose of same as Licensor shall determine, or

(3) Licensor may forthwith accelerate and demand immediate payment of all remaining payments due under the balance of the term of the Agreement; or

(4) Licensor may forthwith discontinue any or all Base Services and/or Sundry Services to Licensee, including but not limited to, phone and reception service, internet access, fax service, and mail service, use of conference room, etc. and any use of any common facilities by Licensee; or

(5) Pursue any other remedy now or hereunder available to Licensor. Licensor exercise of any right or remedy shall not prevent it from exercising any other right or remedy.

Licensee has deposited with Licensor the Security Deposit for the faithful performance and observance by Licensee of the terms, provisions and conditions of this License Agreement. If Licensee shall default with respect to of any of the terms, provisions or conditions of this License Agreement Licensor may apply all or a portion of the Security Deposit to the extent required to remedy such default, including applying Security Deposit to pay arrears in Licensee Fees and Sundry changes pursuant to Article four (4) above, in which event, Licensee, within three (3) days after demand from Licensor, shall deposit with Licensor the amount of Security Deposit so applied. Provided that Licensee shall have complied with the terms and conditions of this License Agreement, Licensor shall return the balance remaining of the Security Deposit to Licensee after the expiration of the term of this license. In the event any part of the Security Deposit is applied towards payment due Licensor, then Licensee shall, within ten (10) days thereafter, pay to Licensor the amount necessary to restore such Security Deposit to its original amount.

The Security Deposit need not be kept separate and apart from other funds of Licensor, no interest shall be paid thereon, and it may be used by Licensor to pay for Schedule A and/or Schedule B services requested by Licensee. If Licensee is late in making payment of any amounts due herein three or more times Licensee shall upon demand deposit an additional month of Total Base Monthly Fee into the

Security Deposit. In addition to the Security Deposit, Licensee will upon execution hereof, pay to Licensor the Monthly Base license fee for one (1) month and such other fees and deposits as may be appropriate based upon Licensees needs.

The Licensee and License Agreement are subject to and subordinate to the terms of the Overlease.

Licensee will not damage or deface the furnishings, walls, floors or ceilings, or make or suffer to be made any waste, obstruction or unlawful, improper or offensive use of any Unit or any other part of the Premises, or damage any of the equipment located on the Premises. Licensee will not cause damage to any part of the Licensors Premises or the property of Licensor or others or disturb the quiet enjoyment of any other licensees or occupants of the Premises. Licensor will have the right, at any time and from time to time, to enter any Unit occupied by Licensee to inspect the same, to make such repairs and alterations Licensor reasonably deems necessary, and the cost of any such repair resulting from the act or omission of Licensee shall be reimbursed to Licensor by Licensee upon demand. Licensor reserves the right to charge reasonable fees for any repairs needed above and beyond normal wear and tear upon the exit of Licensee from the Unit. Licensor shall have the right to show any Unit to prospective Licensees, provided Licensor will use reasonable efforts not to disrupt Licensees business.

Licensor and its respective members, directors, officers, agents, servants and employees shall not, to the extent permitted by law, except upon the affirmative showing of Licensors gross negligence or willful misconduct, be liable for, and Licensee waives all right to recovery, against such entities and individuals for any damage or claim with respect to any injury to person or damage to, or loss or destruction of any property of Licensee, its employees, authorized persons and invites due to any act, omission or occurrence in or about the Premises.

Licensee hereby agrees to indemnify, defend and hold harmless Licensor, its members, officers, directors, employees, agents and representatives from and against any liability to third parties arising out of any acts occurring on or about the Premises, unless such liability arises out of the negligence of Licensor without Licensee having contributed thereto. Licensee assumes all risk of loss with or about the Licensees Unit which is number 1001-1011 ,1021,1022,1023, 1024.

Licensee expressly assumes that its use of the phone and high speed internet circuits provided by or through Licensor is at Licensees sole risk and is subject to all applicable local, state, national and international laws and regulations. Licensee acknowledges that the reliability and performance of phone and internet service or other related services provided by or through Licensor are beyond Licensors control and are not in any way warranted by Licensor. Licensee agrees that the internet is not a secure network and that third parties may be able to intercept, access, use or corrupt the information Licensee transmits over the internet. Licensee shall adopt whatever security measures (such as encryption) it believes are appropriate to its circumstances. Licensor is not responsible for invalid destinations, transmissions errors, and corruption or security breaches of Licensee's data. Licensee agrees that Licensor does not warrant that internet service will be uninterrupted or error free. Licensee agrees that Licensor has no control over third party networks or web sites that Licensee may access and that delays and disruptions of other network transmissions are completely beyond the control of Licensor. Licensor cannot and does not guarantee that the internet and/or computer related services which it provides will meet Licensees needs. Licensee agrees to defend, indemnify and hold harmless Licensor from and against all liabilities, cost and expenses, including reasonable attorneys fees, related to or arising from Licensees

use of the phone, internet and related services provided by or through Licensor.

Licensee acknowledges that it is the Licensees responsibility to maintain insurance to cover the risks set forth in this paragraph and name Times Square Suites LLC as additional insured. Minimum general liability insurance to be maintained is $1,000,000 per occurrence and $2,000,000 million aggregate.

10.      CREDIT CHECK Licensee hereby authorizes Licensor, from time to time, to perform a credit check on the applicant and any principals of the applicant.

Licensee represents that Licensee has dealt with no broker in connection with the licensing of the Units except for the Broker named in paragraph 1" hereof and shall indemnify licensor for reasonable attorneys fees and any awards if any broker other than, the one named above and claims to have introduced licensee to the premises.

    

C.      Licensor will use the email address and/or mailing address provided by Licensee

to send invoices and any other communications from Licensor. Licensee must ensure an accurate and valid email and mailing address is registered with the Licensor.

This License Agreement and the License granted hereunder shall be governed by the laws of the State of New York.

Simultaneously herewith Licensee has signed an Application for Delivery of Mail through Agent, and hereby acknowledges that such document is deemed part of this License Agreement and is hereby acknowledges that such documents is deemed part of this License Agreement and is hereby incorporated into this License Agreement by reference.

It is mutually agreed by and between Licensor and Licensee that the respective parties hereto shall and hereby do waive trial by jury in any action or proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) or any matters whatsoever arising out of or in any way connected with this License, or the relationship of Licensor and Licensee, Licensees use of or occupancy of the Unit, and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Licensor commences any summary proceeding for possession of the Unit, Licensee will not interpose any counterclaim of whatsoever nature or description in any such proceeding.

     This is the only Agreement between the parties. No other agreements are effective. All amendments to this Agreement shall be in writing and signed by all parties. Any other attempted amendment shall be void. The invalidity or unenforceability of any provision hereof shall not affect the remainder hereof. Notwithstanding the foregoing, Licensor reserves the right to modify the terms and provision of this Agreement upon 30 days written notice to Licensee. If Licensee does not accept the modification it may, within 30 days after receiving notice of the modification, notify Licensor of its intent to terminate the Agreement at the end of the following month, at which time the Agreement shall terminate as if the term had expired.

All waivers must be in writing and signed by the waving party. Licensor failure to

enforce any provision of this Agreement or its acceptance or fees shall not be a waiver and shall not prevent Licensor from enforcing any provision of this Agreement in the future. No receipt of money by Licensor shall be deemed to waive any default of Licensee or to extend, reinstate or continue the term hereof.

Licensee agrees that during the term of this Agreement and within one (1) year of the termination of this Agreement, neither Licensee nor any of its principals, employees or affiliates will hire directly or as an independent contractor, or refer to another for employment, or offer an internship, or volunteering position of any kind, to any person who is at that time, or was during the term of this Agreement, an employee of Company or any of its affiliated companies. In the event of a breach of any obligation of Licensee contained in this Paragraph, Licensee shall be liable to Licensor for, and shall pay to Licensor, on demand, liquidated damages in the amount equivalent to a one year of salary for each employee with respect to whom such breach shall occur, it being mutually agreed that the actual damage that would be sustained by Company as the result of any such breach would be, from the nature of the case, extremely difficult to fix, and that the aforesaid liquidated damage amount is fair and reasonable. Licensee agrees that neither Licensee nor any of its partners, members, officers, or employees will represent, or otherwise provide legal counsel to, any of Licensor’s current or former employees in any dispute with, or legal proceeding against, Licensor or any of its affiliates. Furthermore, Licensee must not carry out a business which competes with Licensor’s of providing services office accommodations or virtual offices. Property left by licensee in the unit after the termination of this agreement, is deemed abandoned and the licensor may dispose of the property as it deems appropriate.

All Schedules attached hereto are hereby incorporated herein by this reference. All parties signing this Agreement on behalf of a partnership or co-signing individuals shall be jointly and severally liable for all obligations of Licensee. Copies of this Agreement bearing faxed or emailed signatures shall be deemed binding. This Agreement shall terminate if Licensor lease for the premises terminates. Licensee shall conduct its business without fraud or deception and will diligently seek to avoid complaints from its customers, law enforcement/regulatory agencies and the general public. Licensee, its employees and agents are not Specially Designated Nationals, Blocked Persons or others prohibited from doing business by the US Department of Treasury Office of Foreign Assets Control. Licensee represents and warrants to Licensor that there are no agents, brokers, finders or other parties with whom Licensee has dealt who are or may be entitled to a commission or fee with respect to this Agreement, except as stated herein above and Licensee shall indemnify Licensor for any award or settlement and reasonable attorney fees for breach of this representation. Licensee may not solicit other Licensees for any business or other purpose without Licensors prior written approval and shall be liable to Licensor for any damages caused by a breach hereof.

Neither Licensee nor anyone claiming by, through or under Licensee shall assign this Agreement or permit the use of any portion of the Unit by any person other than Licensee; provided, however, Licensee may assign this Agreement to an affiliated entity of Licensee if, in Licensors sole opinion, said assignment shall not impair in any way upon Licensors ability to receive and collect all payments due hereunder. In the event of any such permitted assignment, Licensee shall not thereby be relieved of any of its obligations under this Agreement. Licensee acknowledges that it shall be a material breach hereof to disclose the terms of this Agreement to anyone, except as necessary for tax reporting purposes.

The Rules and Regulations of the Building and of Licensor as defined on Schedule C hereto and any additional schedules that may be attached hereto are expressly made part of this Agreements and Licensee expressly covenants and agrees to abide by all of such Rules and Regulations and such additional terms, as well as such reasonable modifications to such Rules and Regulations as may be hereafter adopted by Licensor. Licensee agrees that if the funds necessary to fulfill the terms of this agreement are not received within 24 hours of the signing of this agreement, Licensor has the option to declare this agreement null and void.

Licensor is to provide the number of serviced office accommodation(s) for which the Licensee has agreed to pay for in the premises listed above. This agreement lists the unit Licensor has initially allocated for the Licensee’s use.                                      Licensee authorizes Licensor to sign for and accept delivery of packages and mail on Licensees behalf and Licensee hereby indemnifies Licensor for doing so. Licensee hereby authorizes Licensor to place incoming faxes, mail and packages in Licensees office in Licensees absence. Upon termination hereof, it will be Licensees responsibility to notify all parties of Licensees termination of the use of the above described address, assigned telephone numbers, numbers. After termination Licensee may choose to begin a virtual office plan with mail forwarding. If Licensee does not elect forwarding service mail will be returned to sender.

Licensor may assign this Agreement and/or any fees hereunder and Licensee agrees to any such assignee. This Agreement is subordinate to any and all maters which Licensor lease agreement for the premises is subordinate.

The terms of this agreement are confidential. Neither Licensor nor Licensee must disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after this agreement ends. In witness whereof, the parties have executed this agreement as of the date first written above.

38 ^th Street Suites LLC     

SCHEDULE A: BASE SERVICES

Included In Monthly Fee:

    

Other voice services outlined on VoIP Guide & Menu

Included in Monthly License Fee

• $1000 Credit Towards Conference Room Usage

Exhibit 10.2

SURRENDER AGREEMENT

SURRENDER AGREEMENT (“ Agreement ”), made as of the 19 ^th day of May, 2018, by and between MADISON AVENUE SUITES LLC , a New York limited liability company, having an office at 369 Lexington Avenue, New York, New York 10018 , as licensor (“ Licensor ”), and SELLAS LIFE SCIENCES GROUP INC ., a New York corporation, having an office at 315 Madison Avenue, New York, New York 10017 as licensee (“ Licensee ”).

WHEREAS , Licensor, as licensor, and Licensee, as licensee, mutually executed a license agreement (“ Original License Agreement ”) dated March 20, 2017, relating to certain rentable space known as Units Number 4006, 4007, 4008, 4009, 4010, 4011, and 4012 (collectively, the “ Premises ”) in the building known as 315 Madison Avenue, New York, New York 10017 (the “ Building ”), which Original License Agreement was amended by an Amendment to License Agreement dated February 20, 2018, pursuant to which Amendment, Unit 4015 in the Building was added to the Premises (the Original License Agreement as the same may have been amended, from time to time, shall be referred to as the “ License Agreement ”);

WHEREAS , the License Agreement is due to expire on April 30, 2019 (the “ Expiration Date ”); and

WHEREAS , Licensee wishes to surrender the License Agreement and any rights granted under the License Agreement and any occupancy rights to Licensor on July 31, 2018, Time Being of the Essence (the “ Surrender Date ”).

NOW, THEREFORE , in consideration of Ten ($10.00) Dollars and other valuable consideration, receipt which is acknowledged by all parties, the parties agree as follows:

1. All of the "Whereas" clauses above are hereby incorporated into this Agreement by reference.

2. Intentionally Omitted .

3. As of the Surrender Date, Licensee shall release Licensor, its successors and assigns, from and against any and all claims, obligations and liabilities of every kind or nature whatsoever hereinbefore or hereafter arising out of or in connection with the License Agreement, the Premises, and/or this Agreement. As of the Surrender Date and provided that Licensee fully complies with the terms of this Agreement, Licensor shall release Licensee from and against any and all claims, obligations and liabilities of every kind or nature whatsoever hereinbefore or hereinafter, arising out of or in connection with the License Agreement or the Premises, except for (i) claims arising out of Licensee’s breach of the terms of this Agreement; (ii) claims for negligence or willful misconduct of Licensee (or anyone claiming through or under Licensee ) which by their terms expressly survive the expiration or termination of the License Agreement; and (iii) any third party claims asserted against Licensor in connection with Licensee’s association with the License Agreement and/or the Premises.

4. On or before the Surrender Date, Licensee shall surrender exclusive “broom clean” possession of the Premises and the keys to Licensor (free of all tenancies, licenses, claims of third parties and liens) and otherwise as required under the License Agreement, and Licensee warrants that it shall give, grant and surrender to Licensor all of its rights, title and interest as Licensee under the License Agreement.

5. Licensee represents, warrants, covenants and agrees on behalf of itself, its successors and assigns to Licensor that: (i) it has not encumbered the Premises in any way, (ii) Licensee has good right to

surrender the Premises, (iii) no one other than Licensee has acquired through or under Licensee, any right, title or interest in or to the Premises, or any part thereof, or in or to said improvements, or any part thereof, (iv) there exists no default on Licensor’s part with respect to the License Agreement and/or the Premises, and (v) Licensee has not by operation of law or otherwise assigned the License Agreement or sublet the Premises (or any portion thereof) to any other party or entity and Licensee has not granted any interest (including, without limitation, security interest) in the License Agreement or the Premises to any other party or entity.

6. It is understood, acknowledged and agreed that any remaining property left by Licensee in the Premises shall be deemed abandoned and may be disposed of by Licensor as it sees fit, at Licensee’s sole cost and expense.

7. Licensee agrees and shall be obligated to continue to comply with all of its obligations under the License Agreement, including, without limitation, payment of the License Fees due and payable thereunder, through and including the Surrender Date, or date of actual surrender of the Premises, whichever is later, in each event in the condition required hereunder (subject to the provisions of Paragraph 10 herein) it being understood and agreed by the parties that Licensor shall retain unfettered and unlimited access to the Premises to exhibit the Premises to others, it being agreed that Licensor shall endeavor to provide Licensee with a prior notice, but shall not be required to do so.

8. The parties agree that Licensor is currently in possession of ---the sum of $35,400.00 in cash as security deposit (“ Security Deposit ”) under the License Agreement. Licensee hereby forever waives and relinquishes any rights to the Security Deposit and Licensor shall be permitted to retain the Security Deposit as a material inducement thereunder.

9.      This Agreement may not be modified, amended or terminated nor any of its provisions waived except by an agreement in writing signed by the party against whom enforcement of any modification, amendment or waiver is sought.

10.      As a material inducement to Licensor’s execution of this Agreement, Licensee agrees and acknowledges that in the event Licensee fails to surrender the Premises to Licensor, as required hereunder, on or before the Surrender Date, Time Being of the Essence, the monthly use and occupancy due and payable by Licensee commencing on the day following the Surrender Date shall be the greater of (i) fair market value for the Premises or (ii) Thirty Five Thousand and 00/100 Dollars ($35,000.00). Nothing herein contained shall be deemed to allow Licensee to remain in possession beyond the Surrender Date, Time Being of the Essence .

11.      The covenants, agreements, terms, provisions and conditions contained in this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

12.      Licensee represents and warrants to Licensor that it has not dealt with any broker, finder or like agent in connection with this Agreement, and Licensee does hereby agree to indemnify and hold Licensor harmless of and from any claim of or liability to any broker, finder, or like agent, and all expenses related thereto, including, without limitation, reasonable attorneys’ fees and disbursements arising from any conversations, correspondence or other dealings between any broker, finder or like agent, and Licensee in connection with this Agreement.

13.      The parties have entered into this Agreement voluntarily, freely, after extensive negotiations and after they have had ample opportunity to review and understand every provision thereof.

14.      This Agreement shall constitute the only binding agreement between the parties herein with respect to the Premises. Any and all oral or written agreements and understandings shall be deemed merged into this Agreement.

15.      This Agreement shall be deemed to have been prepared by counsel by all parties equally, and shall not be construed to be interpreted against the party who actually prepared the same.

16.      Nothing herein shall be construed to limit or contradict the rights available to Licensor under applicable law.

17.      Licensee further acknowledge and agree that Licensor shall be free to continue to negotiate and/or enter, or not enter, into any license agreement for the Premises with any entity it so elects at any time, and in either event Licensee shall not be entitled to any compensation relating thereto.

18.      This Agreement may be executed in several counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same Agreement. Facsimile or electronic signatures (e.g., e-mail, PDF) of a party shall constitute originals for all purposes hereunder.

19.      As a material inducement to Licensor entering into this Agreement, Licensee agrees to enter into a new license agreement with 38 ^th Street Suites LLC, Licensor’s affiliated entity, for a certain space at 15 West 38 ^th Street, New York, New York.

IN WITNESS WHEREOF, Licensor and Licensee have duly executed this Agreement as of the day and year first above written.