AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10.4

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of December 20, 2013 (the “Effective Date”), is by and between Advanced Plasma Therapies, Inc., a Delaware corporation, with its principal place of business at 0 Xxxxxx Xxxxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx 00000 (the “Company”) and Xxxxxxx Xxxxxxx, having a principal residence at 0 Xxxxx Xxxx Xxxxxxxxxx XX 00000 (the “Executive”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated May 30, 2013, as amended by that certain Amendment No. 1 thereto, dated September 30, 2013 (collectively, the “Employment Agreement”); and

WHEREAS, the Company and the Executive desire to further amend the Employment Agreement on the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, and pursuant to Section 11(e) of the Employment Agreement, the parties, intending to be legally bound, hereby agree to amend the Employment Agreement as of the Effective Date as follows:

1. Definition of First Trial Milestone. In light of the Company’s current discussions with the U.S. Food and Drug Administration and the resulting possibility that the Company will not be required to conduct a pilot (Phase IIb) study for its product candidate, the Company and the Executive hereby amend the definition of “First Trial Milestone” appearing in Section 3(b)(ii)(B) of the Employment Agreement to allow for such possibility. As amended, the definition of “First Trial Milestone” shall read in relevant part as follows: “. . . . the date when either, pursuant to predetermined criteria reviewed by the Board (i) the primary endpoints of the Company’s anticipated Phase IIb clinical trial of the Company’s nitric oxide/plasma product are achieved such that the Company may proceed to Phase III trials or (ii) U.S. Food and Drug Administration approves an Investigational Device Exemption that permits the Company to proceed directly to pivotal (Phase III) trials without the need for a pilot (Phase IIb) trial (the “First Trial Milestone”)”.

2. No Further Amendment. Except as amended hereby, the Employment Agreement shall remain unmodified and in full force and effective.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in that state, without regard or reference to its principles of conflicts of laws.

4. Headings; Counterparts. The headings contained in this Amendment are inserted for reference purposes only and shall not in any way affect the meaning, construction or interpretation of this Amendment. This Amendment may be executed in two (2) counterparts, each of which, when executed, shall be deemed to be an original, but both of which, when taken together, shall constitute one and the same document. Such counterparts may be executed and delivered by facsimile/e-mail transmission, which shall constitute valid execution and delivery.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the Company and Executive has executed this Amendment as of the date first above written.

	ADVANCED PLASMA THERAPIES, INC.
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	President and Chief Executive Officer
	/s/ Xxxxxxx Xxxxxxx
	Xxxxxxx Xxxxxxx

[Signature Page to Amendment No. 2 to Employment Agreement]