AMENDMENT NO. 1 TO THE PATENT AND TECHNOLOGY LICENSE AGREEMENT

Exhibit 10.2

AMENDMENT NO. 1 TO THE
PATENT AND TECHNOLOGY LICENSE AGREEMENT

This AMENDMENT NO. 1 to the Exclusive PATENT AND TECHNOLOGY LICENSE AGREEMENT between the PARTIES dated September 11, 2006 (“ORIGINAL LICENSE”), effective the 21st day of December, 2007 (which is the date this AMENDMENT NO. 1 has been fully executed by all PARTIES), is made by and between: (1) THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 000 Xxxx 0xx Xxxxxx, Xxxxxx, Xxxxx 00000, on behalf of THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (“UTMDACC”), a component institution of SYSTEM; (2) THE XXXXX X. XXXXXXX FOUNDATION FOR THE ADVANCEMENT OF MILITARY MEDICINE, INC. (“HJF”), a Maryland tax-exempt corporation, whose address is 140 0 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, on its own behalf and on behalf of THE UNIFORMED SERVICES UNIVERSITY OF THE HEALTH SCIENCES (“USU”), an institution of higher learning within the Department of Defense, an agency of the United States Government, located at 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000; and (3) APTHERA, INC. (formerly known as ADVANCED PEPTIDE THERAPEUTICS, INC.; hereafter referred to as “LICENSEE”). BOARD, HJF and LICENSEE may be referred to hereafter collectively as the “PARTIES.”

RECITALS

A. ADVANCED PEPTIDE THERAPEUTICS, INC., a Delaware corporation having a principal place of business located at 0000 X. Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000- 8417, has changed its name since execution of the ORIGINAL LICENSE to APTHERA, INC.

B. BOARD, HJF and LICENSEE desire to amend the ORIGINAL LICENSE.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the PARTIES hereby agree to the following:

AMENDED TERMS

1.		Section 13.3(d) of ORIGINAL LICENSE shall be deleted in its entirety and replaced with the following:
		13.3(d) upon thirty (30) calendar days written notice from UTMDACC, if LICENSEE fails to acquire at least seven million dollars ($7,000,000.00) in funding (whether by debt, equity, merger, reverse merger, grant, corporate partnering or sublicensing) and provides evidence of same to UTMDACC on or before June 30, 2008; or
2.		The PARTIES acknowledge and agree that, except as set forth in this AMENDMENT NO. 1 the terms and conditions of the ORIGINAL LICENSE shall remain in full force and effect.

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IN WITNESS WHEREOF, the PARTIES hereto have caused their duly authorized representatives to execute this AMENDMENT NO. 1.

BOARD OF REGENTS OF THE				APTHERA, INC.
UNIVERSITY OF TEXAS SYSTEM
By:	/s/ Xxxx Xxxxxxxxxx, M.D.			By:	/s/ Xxxxxx X. Xxxxxxx
	Xxxx Xxxxxxxxxx, M.D. President				Name:	Xxxxxx X. Xxxxxxx
	The University of Texas				Title:	President and CFO
	M. D. Xxxxxxxx Cancer Center			Date: 12/06/07

Date: 12/21/07

THE UNIVERSITY OF TEXAS				THE XXXXX X. XXXXXXX FOUNDATION FOR
M. D. XXXXXXXX CANCER CENTER				THE ADVANCEMENT OF MILITARY MEDICINE, INC.
By:	/s/ Xxxx Xxxxx			By:	/s/ Xxxx X. Xxxx
	Xxxx Xxxxx				Xxxx X. Xxxx
	Executive Vice President				President
	The University of Texas M. D. Xxxxxxxx Cancer Center			Date: 12/11/07

Date: 12/21/07

Approved as to Content:
By:	/s/ Xxxxxxxxxxx X. Xxxxxxx
	Xxxxxxxxxxx X. Xxxxxxx
	Vice President, Technology Transfer M. D. Xxxxxxxx Cancer Center

Date: 12/17/07

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