Exhibit 10.14





Portions of this exhibit, indicated by the mark “[***],”
have been redacted pursuant to a confidential treatment request.



DATED AUGUST, 10 2010

LIPOXEN TECHNOLOGIES, LTD.

- and -

BAXTER
HEALTHCARE CORPORATION AND BAXTER HEALTHCARE SA

AMENDMENT NUMBER FOUR TO THE EXCLUSIVE RESEARCH,

DEVELOPMENT AND LICENSE AGREEMENT





1



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DATE OF AMENDMENT NUMBER FOUR 10 AUGUST 2010

PARTIES



|(1) | LIPOXEN TECHNOLOGIES, LTD. whose registered office is at whose registered office at London Bioscience Innovation Centre, 2 Royal College St., London NWI ONH, England (LIPOXEN).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | BAXTER HEALTHCARE CORPORATION having its principal place of business at One BAXTER Parkway, Deerfield, Illinois 60015 (BHC)
|--- | -----------------------------------------------------------------------------------------------------------------------------



|(3) | BAXTER HEALTHCARE SA, a corporation organized and exiting under the laws of Switzerland having its principal place of business at Hertistr.28304, Wallisellen, Switzerland (BHSA)(BHC and BHSA
collectively referred to as BAXTER).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

INTRODUCTION



| | (A) | WHEREAS, LIPOXEN entered into an Exclusive Research, Development and License Agreement (hereinafter the AGREEMENT) with BAXTER on August 15, 2005;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | WHEREAS, the PARTIES have amended the AGREEMENT pursuant to the previous amendment agreements set out in Schedule B of this AMENDMENT NUMBER FOUR (AMENDMENT);
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (C) | WHEREAS, the PARTIES desire to further amend the AGREEMENT in accordance with and subject to the provisions of this AMENDMENT;
| | --- | ------------------------------------------------------------------------------------------------------------------------------



| | (D) | WHEREAS, the AGREEMENT provides certain ownership
rights to LIPOXEN in relation to BAXTER SOLE INVENTIONS and the PARTIES have agreed that in relation to those certain rights that
LIPOXEN shall relinquish its ownership rights provided that BAXTER grants an exclusive license to LIPOXEN such that LIPOXEN shall
be granted rights to any [***] claimed in any BAXTER SOLE INVENTIONS under the [***]
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (E) | WHEREAS, the AGREEMENT provides  certain ownership rights to BAXTER in relation to LIPOXEN
SOLE INVENTIONS and the PARTIES have agreed that in relation to certain of those rights that BAXTER, consistent with the
terms of the AGREEMENT, shall relinquish its ownership rights subject always to the exclusive license granted to  BAXTER
under the AGREEMENT;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (F) | WHEREAS, the PARTIES desire to work more closely with each other and have better exposure to those patent applications filed by either PARTY on a SOLE INVENTION.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



2



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NOW, THEREFORE, in consideration of the foregoing and the covenants and promises contained in this AMENDMENT and
in accordance with and subject to the terms and conditions specified below the PARTIES agree as follows:

AMENDMENT OF THE AGREEMENT

The Parties hereby agree to amend the Agreement as provided below. Capitalized terms used in this Amendment that are not otherwise defined
herein shall have the meanings provided in the Agreement.



| | 1. | AMENDMENT COMMENCEMENT DATE means  ___ August, 2010.
| | -- | ------------------------------------------------------



| | 2. | The Definitions are hereby amended with effect from the EFFECTIVE DATE to add the following Sections 1.75 and 1.76 as new definitions:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------

1.75 [***] means all BAXTER SOLE INVENTIONS that utilize or incorporate DELIVERY AGENTS, including but not limited to:- (a) [***]
(i) to part (vi) of the LIPOXEN CORE TECHNOLOGY; and (b) [***] DELIVERY AGENTS with other [***].

1.76 [***] means
                                                                                                                     all PATENTS and PATENT APPLICATIONS that (i) are owned by BAXTER, and (ii) include any claim that covers [***]
                                                                                                                     INVENTIONS including, for the avoidance of doubt the [***] PATENT RIGHTS. A PATENT or PATENT APPLICATION shall not be
                                                                                                                     excluded
                                                                                                                     from the definition of [***] PATENT RIGHTS if, in addition to claims relating to the [***] INVENTIONS, it also has claims
                                                                                                                     [***] DELIVERY AGENTS.

1.77 EXISTING [***] PATENT RIGHTS means the patent applications set out in Schedule A of this Agreement.



| | 3. | Section 1.35 is hereby amended with effect from the EFFECTIVE DATE by deleting the words
For the purposes of clarification, the LIPOXEN CORE TECHNOLOGY shall not include [***].
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Section 1.39 is hereby deleted in its entirely and replaced, with effect from the Effective Date, by the following:
| | -- | -------------------------------------------------------------------------------------------------------------------

1.39 LIPOXEN PATENT RIGHTS means all of the PATENTS and PATENT APPLICATIONS CONTROLLED by LIPOXEN, including those rights licensed
to LIPOXEN by BAXTER within the [***] PATENT RIGHTS, which (i) pertain to [***] and [***]



3



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POTENTIAL PRODUCTS or COMMERCIAL PRODUCTS, and (ii) are necessary
to develop, make, have made, use, sell, have sold and import POTENTIAL PRODUCTS or COMMERCIAL PRODUCT(S) pursuant to the license
set forth in Section 3 .I; including those contained in Schedule V of this Agreement, which excludes, for the avoidance of doubt,
the MANUFACTURING TECHNOLOGY.





| | 5. | Section 13.4 is hereby amended with effect from the Effective Date to be Section 13.4.1 and by the insertion of the words excluding the BAXTER SOLE INVENTIONS after the words SOLE
INVENTIONS.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | A new Section 13.4.2 is hereby included in the Agreement with effect from the Effective Date as follows:
| | -- | --------------------------------------------------------------------------------------------------------

13.4.2 Ownership of
of BAXTER SOLE INVENTIONS and Licensure of [***] PATENT RIGHTS to LIPOXEN by BAXTER

13.4.2.1
Ownership. All BAXTER SOLE INVENTIONS (including the [***] INVENTIONS), and all intellectual property rights in them
(including, without limitation, the [***] PATENT RIGHTS), shall bethe
sole and exclusive property of BAXTER, even if any such BAXTER SOLE lNVENTIONS/PSA INVENTIONS fall within the scope of the
LIPOXEN CORE TECHNOLOGY. LIPOXEN shall cooperate in all respects to ensure that ownership of the BAXTER SOLE INVENTIONS/
[***] INVENTIONS is properly vested in BAXTER. Subject to the terms of this Section 13.4.2, BAXTER shall have the right to
protect the BAXTER SOLE INVENTIONS. [***] INVENT!ONS in any manner that BAXTER deems appropriate including, without
limitation, the filing of additional PATENT APPLICATIONS to be included in the ][***] PATENT RIGHTS. BAXTER shall not assign
or otherwise transfer the [***] INVENTIONS (or any PATENT or PATENT APPLICATION relating to the [***] INVENTIONS) to a THIRD
PARTY, an AFFLLIATE or a SUBLICENSEE, without the consent of LIPOXEN other than in the circumstances set out in parts (i) to(iii)
of Section 16 of the AGREEMENT, in which case such assignment or transfer shall be expressly subject to a novation (on terms
reasonably acceptable to LIPOXEN) of the terms of the AGREEMENT tothe
relevant assignee/transferee.



13.4.2.2 Grant. BAXTER
grants, to LJPOXEN an exclusive (exclusive also as to BAXTER), royalty-free, perpetual,worldwide right and license, with the right to sublicense, under the [***] PATENT RIGHTS to: (i) use, utilize, practice
and commercialise those [***] INVENTIONS that are methods or processes; and (ii) research, develop, make, have made, use, supply,
sell, offer to sell and import those [***] INVENTTONS that are products, compositions of matter, formulations, chemicals or biological.



13.4.2.3 Term of Grant.
The term of the license rights granted to LIPOXEN under Section 13.4.2.2 shall be deemed to begin on the EFFECTIVE DATE and shall
expire on the last date of expiration of the last PATENT included in the [***]





4



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PATENT RIGHTS. For
the avoidance of doubt, the licence granted to LIPOXEN under this Section 13.4.2 shall survive termination and/or expiry of the
AGREEMENT for any reason.



13.4.2.4
Right to Sublicense. From the EFFECTIVE DATE, LIP'OXEN shall have the right to sublicense the license rights granted under Section
13.4.2.2 without reference to and/or obtaining consent from Baxter unless such rights fall within the FIELD in which case LIPOXEN
shall not during the term of the AGREEMENT, be entitled to grant a sublicense of the rights within the FIELD to any person other
than BAXTER. The PARTIES agree that for the term of the AGREEMENT, to the extent that such rights fall within the FIELD, BAXTER
shall receive a sublicense of the rights within the FIELD pursuant to SECTION 3.1 of the AGREEMENT.



13.4.2.5 Control.
                                                                                                  The PARTIES acknowledge that for the purposes of the AGREEMENT, LIPOXEN shall CONTROL the [***] PATENT RIGHTS, including
                                                                                                  the [***] PATENT RIGHTS that are subject to the sub-licence to BAXTER as set out in SECTION 13.4.2.4 above.



13.4.2.6
Assignment. LIPOXEN
shall be entitled to assign its rights under clause 13.4.2.2 to any person to whom it assigns the AGREEMENT in accordance with
Section 16 of the AGREEMENT.



13.4.2.7
Notification. BAXTER shall notify LIPOXEN in writing immediately if:- (a)
BAXTER does not intend to file a PATENT APPLICATION in relation to a [***] INVENTION ("ABANDONED [***]INVENTIONS"),
or (b) BAXTER intends to abandon any [***] PATENT RIGHT ("ABANDONED [***] PATENT RIGHTS").
LIPOXEN shall have the right in its own name and at its sole expense to prosecute and maintain PATENT APPLICATIONS and PATENTS
in relation to the ABANDONED [***]INVENTIONS and to prosecute and maintain the ABANDONED
[***] PATENT RIGHTS, in which case BAXTER hereby agrees to transfer and assign and shall transfer and assign to LIPOXEN its entire
right, title and interest in and to such ABANDONED [***] INVENTIONS and ABANDONED [***]
PATENT RIGHTS and the ABANDONED [***] INVENTIONS shall be treated
as the SOLE INVENTION of LIPOXEN for the purposes of this AGREEMENT, including Sections 13.3, 13.4 and 13.6. Any notification
under this Section 13.4.2.7 by BAXTER shall be given to LIPOXEN with sufficient time to enable LIPOXEN to exercise its rights
under this Section.



13.4.2.8 Additional Filings. If BAXTER proposes to file (or has filed) a PATENT APPLICATION in relation to a [***] INVENTION and
the application can or does include claims relating to DELIVERY AGENTS, LIPOXEN shall have the right but not the obligation in its own name and at its sole expense to file a PATENT APPLICATION as a new application, or as a divisional, continuation,
or continuation-in-part (or via any other equivalent mechanism in any jurisdiction) of the original PATENT APPLICATION, which covers the relevant [***] INVENTION in so far as it relates solely and specifically to DELIVERY AGENTS and proteins which
fall outside the FIELD (DELIVERY AGENT CLAIMS) and at LIPOXENS sole discretion, prosecute such PATENT



5



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APPLICATION. BAXTER
shall be allowedtocontinueprosecutionof all otherclaims
that are not DELIVERY AGENTCLAIMS.BAXTERagrees totransfer and assign and shall transfer andassignitsentireright,
titleandinterest inandto such DELIVERY AGENTCLAIMSto
LIPOXENandthe INVENTIONS thatarethe subject ofsuchDELIVERY
AGENTCLAIMS shallbe treatedas
SOLEINVENTIONS of LIPOXEN for the purposesofthisAgreement,including Sections 13.3, 13.4 and 13.6. If
LIPOXEN decides,at its solediscretion, not to file or
to cease prosecuting aPATENTAPPLICATION
withDELIVERYAGENT
CLAIMS, BAXTER shall have theright,but not theobligation,
to fileand/or take over the prosecutionof suchDELIVERYAGENTCLAIMS followingwhich
the INVENTION which is thesubject of such PATENTAPPLICATIONSshall be considered the SOLE INVENTIONofBAXTERforthepurposes of
thisAGREEMENT, including SECTIONS13.3,13.5and 13.6.



13.4.2.9
Broader Filings. In addition to LIPOXEN's rightspursuant to
Section13.4.2.8, if BAXTER proposes to fileaPATENT
APPLICATION inrelationtoa
[***] INVENTION and LIPOXENbelievesthat
theclaims ofthe relevant PATENT APPLICATION could andshouldbe broader thanthose
proposedby BAXTER, LIPOXENshallnotify
BAXTERinwritingof
itsbeliefandBAXTERshalleither:-

(a) broaden
thescope ofthe claimsofthe relevantPATENTAPPLICATIONinaccordancewiththeinstructions ofUPOXEN,where,insuch case,LIPOXENshallbe granted
rights tosuchPATENT APPLICATION, andanyPATENTthatissues
there from per the termsofthisSection,13.4.2,andinparticular,
Sections13.4.2.1 and 13.4.2.2;or

(b) allow LIPOXENinitsownnameand
at its sole expense totilea
PATENT APPLICATION as anewapplication,
or as a divisional, continuation,or
continuation-in-part (orvia anyother
equivalentmechanism inany
jurisdiction) oftheoriginalPATENTAPPLICATION,
inrelation tothe
broader scope and claims in so far asthey relatetoDELIVERY
AGENTS("BROADDELIVERY
AGENTCLAIMS")and
atLipoxen's solediscretion,
prosecutesuchPATENT
APPLICATION. BAXTER agreesto transfer and assign
and shalltransferandassignitsentire right, title and interestin
and to suchBROAD DELIVERYAGENT
CLAIMSto LIPOXENandthe INVENTIONS thatarethesubject
of suchBROAD DELIVERYAGENT
CLAIMS shallbe treatedas
SOLEINVENTIONS of LIPOXEN for the purposesofSections 13.3,13.4
and 13.6 of'this AGREEMENT.

13.4.2.10 Baxter name on
Broader Filings. If LIPOXEN proposed to file a PATENT APPLICATION pursuant to Section 13.4.2.9(b) of this AGREEMENT and
the PATENT APPLICATION that is actually filed covers [***] in addition to to DELIVERY AGENTS, the relevant application shall
befiled in the joint names of BAXTER and LIPOXEN and BAXTER shall compensate LIPOXEN monthly in arrears for half the costs
and expenses relating to the prosecution and maintenance of the relevant PATENT APPLICATION and any PATENTS resulting from
it. The PATENT APPLICATION shall be deemed to be a JOINT PATENT APPLICATION provided that:- (a) LIPOXEN shall still



6



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retain
 sole discretion to prosecute such Pi\ TENT APPLICATION; and (b) despite the joint names on the PATENT APPLICATION only
 LIPOXEN shall have the right, in its entire discretion, without accounting to BAXTER, to use, licence and otherwise exploit
 the claims of the relevant PATENT APPLICATION which relate to DELIVERY AGENTS. If in its entire discretion, during
 prosecution LIPOXEN narrows the claims of any such PATENT APPLICATION, by way of filing a divisional patent application or
 otherwise, such that the PATENT APPLICATION covers only DELIVERY AGENTS [***] LIPOXEN
 shall be entitled to transfer the PA into LIPOXEN'S sole name and the relevant PATENT APPLICATION shall be deemed to be a
 BROAD DELIVERY AGENT CLAIM for the purposes of SECTION 13.4.2.9(b). The PARTIES acknowledge that the patent application filed
 by LIPOXEN in the joint names of LIPOXEN and BAXTER on 20 July 2010, entitled "Giycopolysialylation of non-blood
 Coagulation Proteins" shall be deemed to be filed pursuant to this SECTION 13.4.2.10 even though it was filed prior to
 the AMENDMENT COMMENCEMENT DATE.



13.4.2.11
Warranty. BAXTER warrants that as at the AMENDMENT COMMENCEMENT DATE:- (a) the EXISTING [***]PATENT
RIGHTS are the only PATENTS and/or PATENT APPLICATIONS owned by BAXTER which include any claim that
may cover a-[***] INVENTION; and (b) BAXTER is not aware of any[***]-INVENTIONS that have
been conceived or made but are not yet the subject to a PATENT APPLICATION filed by BAXTER at the time of the AMENDMENT COMMENCEMENT
DATE.



13.4.2.12 Terms of
                                                                                                  Sublicenses. To the extent that any monies are received by Lipoxen from a sublicensee specifically in respect of any of the
                                                                                                  [***] Patent Rights towhich Lipoxen has received an exclusive grant under Section
                                                                                                  13.4.2.2, Lipoxen agrees to pay to BAXTER [***] of all sublicensing revenue received by LIPOXEN specifically in respect of
                                                                                                  sublicensing the rights tothe [***]. PATENT RlGHT toa
                                                                                                  third party until such time as BAXTER has been compensated for [***] of
                                                                                                  the [***] PATENT COSTS relating specifically to the relevant [***] PATENT RIGHT which is the SubjecL of the sub-licence. For
                                                                                                  the purposes of this Section 13.4.2.10, the [***] PATENT COSTS for a specific [***] PATENT RIGHT shall bedeemed
                                                                                                  to be any and all external costs and/or expenses reasonably incurred by BAXTER in the prosecution and/or maintenance of the
                                                                                                  relevant [***] PATENT RIGHT provided that such cost or expense is properly documented by a written invoice. BAXTER shall keep
                                                                                                  up to date and detailed records of the costs and expenses it incurs in relation to the PATENT RJGHTS and shall, if asked in
                                                                                                  writing to do so byLIIPOXEN, provide an up to date summary of such costs and expenses, together with supporting
                                                                                                  documentary evidence, in relation to any and all [***]-PATENT RJGHTS which are the subject of a sub-licence granted by
                                                                                                  LIPOXEN.





| | 7. | Section 13.5 is hereby amended with effect from the EFFECTIVE DATE by renumbering the
Section as 13.5.1 and by inserting the words excluding the LIPOXEN SOLE INVENTIONS after the words
SOLE INVENTIONS.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7



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| | 8. | A new Section 13.5.2 is hereby included in the AGREEMENT with effect from the EFFECTIVE DATE as follows:-
| | -- | ---------------------------------------------------------------------------------------------------------

13.5.2 Ownership of LIPOXEN SOLE INVENTIONS and rights of BAXTER therein:-

13.5.2.1 Ownership. All LIPOXEN SOLE INVENTIONS, and all
intellectual property rights in them, shall be the sole and exclusive property of LIPOXEN, even if any such LIPOXEN SOLE INVENTIONS
fall within the scope of the BAXTER CORE TECHNOLOGY. BAXTER shall cooperate in all respects to ensure that ownership of the LIPOXEN
SOLE INVENTIONS is properly vested in LIPOXEN. Subject to the terms of this Section 13.5.2, LIPOXEN shall have the right to protect
the LIPOXEN SOLE INVENTIONS in any manner that L!POXEN deems appropriate including, without limitation, the filing of additional
PATENT APPLICATIONS to be included in the LIPOXEN PATENT RJGHTS. LIPOXEN shall not assign or otherwise transfer the LIPOXEN SOLE
INVENTIONS (or any PATENT or PATENT APPLICATION relating to the LIPOXEN SOLE INVENTIONS) to a THIRD PARTY, an AFFILIATE or a SUB-LICENSEE,
without the consent or BAXTER other than in the circumstances set out in parts (i) to (iii) of Section 16 of the AGREEMENT, in
which case such assignment or transfer shall be expressly subject to a novation (on terms reasonably acceptable to BAXTER) of
the terms of the AGREEMENT to the relevant assignee/transferee.





| | 9. | Section 13.6 is hereby deleted in its entirety and replaced with effect from the Commencement Date by the following:
| | -- | --------------------------------------------------------------------------------------------------------------------

13.6 Each PARTY shall have sole discretion and right to prepare,
file, prosecute, maintain and defend PATENT APPLICATIONS or PATENTS for INVENTIONS it solely owns under this AGREEMENT. However,
pursuant to the following, the PARTIES agree to have their respective patent attorneys confer with each other during the prosecution
of SOLE INVENTIONS. Costs incurred with respect to PATENT APPLICATIONS AND PATENTS relating to SOLE INVENTIONS shall be borne
by the PARTY with the right to prosecute each such PATENT APPLICATION and/or pay annuities and/or maintenance fees for a PATENT.





| | 13.6.1 | BAXTERS patent attorneys shall confer with  LIPOXENs patent attorneys during
the prosecution of  PATENT APPLICATIONS relating to BAXTER SOLE INVENTIONS and make every reasonable effort to consider
LIPOXENS suggestions regarding the prosecution of such  BAXTER SOLE INVENTION PATENT APPLICATIONS.
Without prejudice to the generality of the above, BAXTER shall:-
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | at least (7) business days, which do not include holidays in in either the U.K. or the United
States of America, prior to the contemplated filing of a PATENT APPLICATION relating to BAXTER SOLE INVENTIONS submit
a substantially completed draft of the PATENT APPLICATION to LIPOXEN; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8



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| | (b) | copy LIPOXENs patent attorneys on any official actions and  submissions that arise during
the prosecution of PATENT APPLICATIONS relating to BAXTER SOLE INVENTIONS no later than  seven (7) business days, which do
not incluyde holidays in either the  the U.K. or the United States of America, prior to the due date of such official actions
and submissions. .
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 13.6.2 | LIPOXENs patent attorneys shall confer with  BAXTERs patent attorneys during
the prosecution of PATENT APPLICATIONS relating to LIPOXEN SOLE INVENTIONS and make every reasonable efforts to
consider BAXTERs  suggestions regarding the prosecution of such LIPOXEN SOLE INVENTION PATENT APPLICATIONS. Without
prejudice to the generality of the above, LIPOXEN shall:-
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | at least seven (7) business days, which do not include holidays in either the U.K. or the
United States of America, prior to the contemplated filing of  a PATENT APPLICATION relating to BAXTER SOLE
INVENTIONS submit a substantially completed draft of the PATENT APPLICATION to LIPOXEN; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | copy BAXTERs patent attorneys on any official actions and submissions that arise
during the prosecution of PATENT APPLICATIONS relating to LIPOXEN SOLE INVENTIONS no later than seven (7) business days,
which do not include holidays in either the U.K. or the United States of America, prior to the due date of such
official actions and submissions.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | The following sentence in Section 13.7 is hereby amended with effect from the Commencement Date by the following:
| | --- | -----------------------------------------------------------------------------------------------------------------

"At least twenty
(20) days prior to the contemplated tiling of such PATENT APPLICATION, the RESPONSIBLE PARTY shall submit a substantially completed
draft of the JOINT PATENT APPLICATION to the other PARTY for its approval, which shall not be unreasonably withheld or delayed."

and replaced with, having effect
from the Commencement Date by the following:

"At
least seven (7) business days, which do not include holidays in either the U.K. or the United States of America, prior to the contemplated
filing of such PATENT APPLICATION, the RESPONSIBLE PARTY shall submit a substantially completed draft of the JOINT PATENT APPLICATION
to the other PARTY for its approval, which shall not be unreasonably withheld or delayed."





| | 11. | A new Section 8.6 shall be inserted into the AGREEMENT with effect from the AMENDMENT COMMENCEMENT DATE as follows:
| | --- | -------------------------------------------------------------------------------------------------------------------

8.6 BAXTER
shall be entitled to deduct from any milestones  that have yet to be paid or any royalties due to  LIPOXEN pursuant
to Section 8.3 of this AGREEMENT any costs reasonably incurred by BAXTER as a result of any



9



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claim of
 ownerwhip by a   THIRD  PARTY of the [***] used by LIPOXEN and provided to BAXTER by LIPOXEN for the [***].



| | 12. | A new Section 15.7.4 shall be inserted into the AGREEMENT with effect from the AMENDMENT COMMENCEMENT DATE as follows:
| | --- | ----------------------------------------------------------------------------------------------------------------------

Section 15.7.4
of the Agreement shall be amended with effect from the Effective Date by the insertion of the following words at the start of
the Section:- With the exception of the licence granted by Baxter to Lipoxen pursuant to Section 13.4.2 which
shall surive termination of this Agreement.



| | 13. | Section 15.7.6 of the AGREEMENT shall be deleted in its entirety with effect from the EFFECTIVE DATE.
| | --- | -----------------------------------------------------------------------------------------------------



| | 14. | LIPOXEN does not accept and makes no admissions
in relation to the allegations of delay set out by BAXTER in the 2007 Letter and does not waive any rights or remedies it may
have in relation to any due diligence milestone events that have not been met by their relevant due date but, without prejudice
to any of the PARTIES other rights under the AGREEMENT, the PARTIES agree that SCHEDULE IV of the AGREEMENT shall be amended with
effect from the EFFECTIVE DATE by inserting the amended dates as set out in the table below in place of the dates set out in the
original AGREEMENT:-
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                       |  |                   |  |                  
|-------------------------------------- |  | ----------------- |  | -----------------
|Due Diligence Milestone Event          |  | Original Date     |  | Amended Date     
|IND Filing                             |  | June 30, 2008     |  | May 31, 2009     
|Completion of Phase II
 Clinical Trial |  | December 31, 2010 |  | November 30, 2011
|First BLA Filing                       |  | December 31, 2014 |  | March 31, 2015   



| | 15. | From the AMENDMENT COMMENCEMENT DATE BAXTER shall use its best endeavours to negotiate
the terms of a cash infusion of $2 million to  LIPOXEN by way of equity investment or other instrument on fair and
reasonable terms to be agreed between the PARTIES.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 16. | Miscellaneous
| | --- | -------------



| | a. | Full Force and Effect. Except as expressly amended by this Amendment, the Agreement shall remain unchanged and continue in full force and effect as provided therein.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Entire Agreement of the Parties. This Amendment and the Agreement constitute the complete final and exclusive understanding and agreement of the
BAXTER and LIPOXEN with respect to the subject matter of the
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10



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| | Agreement, and supersede any and all prior or contemporaneous negotiations, correspondence, understandings and agreements, whether oral or written, between BAXTER and LIPOXEN respecting the
subject matter of the Agreement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. One or more counterparts of
this Amendment may be executed my facsimile or other electronic means.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11



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IN WITNESS WHEREOF, the parties hereto have executed this Amendment in duplicate originals by their authorized
officers as of the Effective Date of the Amendment.



|                                                                  |  |                      |  |     |  |                         
|----------------------------------------------------------------- |  | -------------------- |  | --- |  | ------------------------
|SIGNED by                                                         |  | /s/ M. Scott Maguire |  | for |  | M. Scott Maguire        
|and on behalf of LIPOXEN
TECHNOLOGIES, LTD. in the presence of:   |  | CEO                 
|                                                                  |  |                      | 
|Witness                                                           |  |                      |  |     |  |                         
|                                                                  |  |                      | 
|Signature:                                                        |  | LOGO                 |  |     |  |                         
|Name:                                                             |  | [illegible]          |  |     |  |                         
|Occupation:                                                       |  | [illegible]          |  |     |  |                         
|Address:                                                          |  | [illegible]          |  |     |  |                         
|                                                                  |  |                      | 
|SIGNED by                                                         |  | LOGO                 |  | for |  | CVP/President Bioscience
|                                                                  |  |                      |  |     |  |                         
|and on behalf of BAXTER
HEALTHCARE CORPORATION in the presence of |  |                     
|                                                                  |  |                      | 
|Witness                                                           |  |                      |  |     |  |                         
|                                                                  |  |                     
|Signature:                                                        |  | /s/ Alicia Webb      |  |    
|Name:                                                             |  | Alicia Webb          |  |     |  |                         
|Occupation:                                                       |  |                      |  |     |  |                         
|Address:                                                          |  |                      |  |     |  |                         
|                                                                  |  |                      | 
|SIGNED by                                                         |  |                      |  | for |  |                         
|and on behalf of BAXTER
HEALTHCARE SA in the presence of          |  |                     
|                                                                  |  |                      | 
|Witness                                                           |  |                      |  |     |  |                         
|                                                                  |  |                      | 
|Signature:                                                        |  |                      |  |     |  |                         
|Name:                                                             |  |                      |  |     |  |                         
|Occupation:                                                       |  |                      |  |     |  |                         
|Address:                                                          |  |                      |  |     |  |                         



12



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IN WITNESS WHEREOF, the parties hereto have executed this Amendment in duplicate originals by their authorized
officers as of the Effective Date of the Amendment.



|                                                                  |  |                               |  |                                              |  |                                                      |  |                      
|----------------------------------------------------------------- |  | ----------------------------- |  | -------------------------------------------- |  | ---------------------------------------------------- |  | ---------------------
|SIGNED by                                                         |  | /s/ M. Scott Maguire          |  | for                                          |  | M. Scott Maguire                                     |  |                      
|and on behalf of LIPOXEN
TECHNOLOGIES, LTD. in the presence of:   |  | CEO                           |  |                                             
|                                                                  |  |                               |  |                                             
|Witness                                                           |  |                               |  |                                              |  |                                                      |  |                      
|                                                                  |  |                               |  |                                             
|Signature:                                                        |  | LOGO                          |  |                                              |  |                                                      |  |                      
|Name:                                                             |  | [illegible]                   |  |                                              |  |                                                      |  |                      
|Occupation:                                                       |  | [illegible]                   |  |                                              |  |                                                      |  |                      
|Address:                                                          |  | [illegible]                   |  |                                              |  |                                                      |  |                      
|                                                                  |  |                               |  |                                             
|SIGNED by                                                         |  |                               |  | for                                          |  |                                                      |  |                      
|and on behalf of BAXTER
HEALTHCARE CORPORATION in the presence of |  |                               |  |                                             
|                                                                  |  |                               |  |                                             
|Witness                                                           |  |                               |  |                                              |  |                                                      |  |                      
|                                                                  |  |                               |  |                                             
|Signature:                                                        |  |                               |  |                                              |  |                                                      |  |                      
|Name:                                                             |  |                               |  |                                              |  |                                                      |  |                      
|Occupation:                                                       |  |                               |  |                                              |  |                                                      |  |                      
|Address:                                                          |  |                               |  |                                              |  |                                                      |  |                      
|                                                                  |  |                               |  |                                             
|SIGNED by                                                         |  | /s/ Ignacio Martinez de Lecea |  | for                                          |  |                                                      |  | /s/ Sarah Byrne-Quinn
|and on behalf of BAXTER
HEALTHCARE SA in the presence of          |  |                               |  | Ignacio Martinez de Lecea Sr. Counsel
ECEMEA |  | Sarah Byrne-Quinn
VP Business Development & Strategy
|                                                                  |  |                               |  |                                             
|Witness                                                           |  |                               |  |                                              |  |                                                      |  |                      
|                                                                  |  |                               |  |                                             
|Signature:                                                        |  | /s/ Mario Schultz             |  |                                              |  |                                                      |  |                      
|Name:                                                             |  | Mario Schultz                 |  |                                              |  |                                                      |  |                      
|Occupation:                                                       |  | Legal Assistant               |  |                                              |  |                                                      |  |                      
|Address:                                                          |  | [illegible], 8304 Wallisellen |  |                                              |  |                                                      |  |                      



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SCHEDULE B

PREVIOUS AMENDMENT AGREEMENTS



|1. | Amendment dated August 15 2005 between LIPOXEN and BAXTER relating to THIRD PARTY PRODUCTS (AMENDMENT ONE)
|-- | ------------------------------------------------------------------------------------------------------------



|2. | Amendment signed on December 11 and 13 between LIPOXEN, BAXTER and SERUM INSTITUTE OF INDIA LIMITED relating to POLYSIAL1C ACID (AMENDMENT TWO)
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Document headed Second Amendment to Exclusive Research, Development and Licence Agreement dated May 2009 relating to the First Milestone Event (AMENDMENT THREE)
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



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