AMENDMENT No. 2 TO VETO CELL PRODUCTION AND CLINICAL TRIAL PROGRAM AGREEMENT

EXHIBIT 10.70

AMENDMENT No. 2

TO VETO CELL PRODUCTION AND CLINICAL TRIAL PROGRAM AGREEMENT

This Amendment No. 2 to the Veto Cell Production and Clinical Trial Program Agreement (“Amendment”) is made and entered into as of August 7, 2019 by and between Cell Source Limited (“Cell Source”) and The University of Texas X.X. Xxxxxxxx Cancer Center (“MD Xxxxxxxx”), a member institution of The University of Texas System (“System”).

RECITALS

A.	Cell Source and MD Xxxxxxxx entered into a Veto Cell Production and Clinical Trial Program Agreement dated February 19, 2019 (the “Agreement”).
B.	Cell Source and MD Xxxxxxxx wish to amend the terms of the Agreement as set forth below.

NOW, THEREFORE, it is hereby agreed as follows:

1.	Exhibit B of the Agreement shall be revised in its entirety with the attached Amended Exhibit B.
2.	Except as expressly provided in this Amendment, all other terms, conditions and provisions of the Agreement shall continue in full force and effect as provided therein.

IN WITNESS WHEREOF, Cell Source and MD Xxxxxxxx have entered into this Amendment effective as of the date first set forth above.

CELL SOURCE			THE UNIVERSITY OF TEXAS X.X. XXXXXXXX CANCER CENTER
By	/s/ Xxxxxx Xxxxxxx		By	/s/ Xxxxx Xxxxxx
	Xxxxxx Xxxxxxx			Xxxxx Xxxxxx
	Chief Executive Officer			Title Assistant Director Sponsored Program
Date:	August 7th, 2019		Date:	8-13-19

Read & Understood:

/s/ Xxxxxxx Xxxxxxxx

Xx. Xxxxxxx Xxxxxxxx

Principal Investigator

Amended Exhibit B

PAYMENT PLAN

PAYMENT SCHEDULE
Payment Plan
Milestone/Deliverable			Payment (USD)
Initial Payment upon contract signing		$	473,288.26
Validation Runs/CD Depletions		$	269,778.33
Enrollment of First 4 Patients		$	450,479.99
Enrollment of eight 8 Patients		$	422,017.90
Enrollment of 12 patients		$	422,017.90
TOTAL PROJECT COST		$	2,037,582.38

Payment Terms

Payments shall be made by Electronic Funds Transfer via the Automated Clearing House (ACH), which is MD Xxxxxxxx’x preferred method to receive payments, or by wire or check. With each payment, Sponsor shall provide the appropriate MD Xxxxxxxx Research Contracts Tracking Number (RCTS # 13033439 and MD Xxxxxxxx’x invoice number (GRNXXXXXX) if applicable. To minimize any delays in receiving and applying payments, Sponsor will provide the following information via email transmission to XX_Xxxxxxxx@xxxxxxxxxx.xxx at the time payment is issued to MD Xxxxxxxx:

	●	the name of the bank submitting the payment,
	●	RCTS number : 13033439,
	●	amount of the payment,
	●	MD Xxxxxxxx Principal Investigator Xxxxxxx Xxxxxxxx MD
	●	Sponsor contact name or email regarding Payments
	●	Sponsor Protocol number 2018-0221

Checks should be mailed to:

The University of Texas

MD Xxxxxxxx Cancer Center

Attn: Grants and Contracts RCTS # 56497

P.O. BOX 4266

Houston, Texas 77210-4266

If Sponsor issues a payment to MD Xxxxxxxx that combines payments for multiple studies, Sponsor will provide a detail listing including MD Xxxxxxxx Principal Investigator and the amount of payment for each study via email transmission to XX_Xxxxxxxx@xxxxxxxxxx.xxx upon issuing payment to MD Xxxxxxxx.