Exhibit 10.2




This fifth AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is entered into as of August 30, 2022 (the “Effective Date”), by and between Chris Chapman, M.D. (“Employee”) and MyMD Pharmaceuticals, Inc. (the “Company”), for the purpose of amending that certain Employment Agreement, dated as of November 1, 2020, and as amended on December 18, 2020, January 8, 2021, February 10, 2021, and November 24, 2021, by and between Employee and the Company (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.


WHEREAS, Section 16 of the Agreement provides that no waiver or modification of any provision of the Agreement will be enforceable unless it is agreed to in writing by the party against which enforcement would be sought; and


WHEREAS, the Parties mutually desire to modify certain provisions that would otherwise apply to Bonus Compensation potentially payable to Employee pursuant to the Agreement.


NOW, THEREFORE, pursuant to Section 16 of the Agreement, in consideration of the mutual provisions, conditions, and covenants contained herein, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties hereby agree as follows:


In Exhibit B to the Agreement, Bonus Compensation, paragraph 5 is hereby deleted and replaced with the following:


“5) Bonus Compensation of $100,000 cash to be paid in lump-sum cash upon the completion of the following Bonus Event: the establishment of a formal relationship with the Bascom Palmer Eye Institute to advance, participation in and/or support of the use of MYMD-1 in ocular disease preclinical or clinical applications provided that the nature and/or extent of the Bascom Palmer Eye Institute relationship is satisfactory in the discretion of the Company’s Board of Directors.”


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IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective as of the Effective Date.


  /s/ Chris Chapman, M.D.
  Chris Chapman, M.D.
  By: /s/ Paul M. Rivard
  Name: Paul M. Rivard
  Title: Executive Vice President