Exhibit 10.1

SECOND AMENDMENT TO

PUMA BIOTECHNOLOGY, INC.

2011 INCENTIVE AWARD PLAN

This Second Amendment (“Second Amendment”) to the Puma Biotechnology, Inc. 2011 Incentive Award Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of Puma Biotechnology, Inc., a Delaware corporation (the “Company”), effective as of April 20, 2015 (the “Effective Date”). Capitalized terms used in this Second Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

RECITALS

A. The Company currently maintains the Plan.

B. Pursuant to Section 13.1 of the Plan, the Board has the authority to amend the Plan to increase the limits imposed in Section 3.1 on the maximum number of shares which may be issued under the Plan (the “Share Limit”), subject to approval by the stockholders of the Company twelve (12) months before or after such action.

C. The Board believes it is in the best interests of the Company and its stockholders to amend the Plan to increase the Share Limit.

AMENDMENT

The Plan is hereby amended as follows, effective as of Effective Date.

1. Section 3.1(a). Subject to approval by the stockholders of the Company within twelve (12) months of the Effective Date, the first sentence of Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following:

“Subject to Sections 3.1(b), 13.1 and 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to ten million five hundred twenty-nine thousand four hundred twelve (10,529,412) Shares (the “Share Limit”), all of which may be issued as Incentive Stock Options.”

2. This Second Amendment shall be and, as of the Effective Date, is hereby incorporated in and forms a part of the Plan.

3. Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

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I hereby certify that this Second Amendment was duly adopted by the Board of Directors of Puma Biotechnology, Inc. on April 20, 2015.

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I hereby certify that this Second Amendment was approved by the stockholders of Puma Biotechnology, Inc. on June 9, 2015.

Executed on this   19th    day of June, 2015.

Puma Biotechnology, Inc.
By:	/s/ Alan H. Auerbach
Name:	Alan H. Auerbach
Title:	President, Chief Executive Officer and Secretary