**Exhibit 10.24**

**FIRST AMENDMENT**

**TO THE AGREEMENT**

**BETWEEN**

**INTRABIOTICS PHARMACEUTICALS,INC.**

**AND**

**ALBANY MOLECULAR RESEARCH, INC.
**FIRST AMENDMENTTO THE RESEARCH AND TECHNOLOGY AGREEMENTBETWEENINTRABIOTICS PHARMACEUTICALS, INC.ANDNEW CHEMICAL ENTITIES, INC.**

**             THIS FIRST AMENDMENT TO THE RESEARCH AND TECHNOLOGYAGREEMENT** is entered into as of the 13th day of April, 2001, (“Amendment EffectiveDate”) by and among **INTRABIOTICS PHARMACEUTICALS, INC.**, a Delaware corporation (“INTRABIOTICS”) and **ALBANYMOLECULAR RESEARCH**, a Delaware corporation (“AMRI”).

**             RECITALS**

**             WHEREAS,** INTRABIOTICSand New Chemical Entities, Inc. (NCE) entered into a Research and TechnologyAgreement dated January 24, 2001 (the “Original Agreement”) for the screeningof NCE’s proprietary natural product libraries by INTRABIOTICS and itscontractors;

**             WHEREAS****,** AMRI acquired NCE subsequent to the execution ofthe Original Agreement and is the successor in interest to NCE with respect tothe Original Agreement;

**             WHEREAS****,** to carry out certain parts of the Research Program,INTRABIOTICS intends to enter into a Screening Agreement with Cetek Corporation(“Cetek”) pursuant to which Cetek will utilize Cetek technology to screen theScreening Libraries licensed by AMRI to INTRABIOTICS; and

**             WHEREAS,** INTRABIOTICS and AMRI desire to amend and clarifytheir respective rights under the Agreement to provide, among other things,that Cetek will own the Cetek Technology.

**             NOW, THEREFORE,** in consideration of the foregoing and the covenantsand promises contained in this Amendment, INTRABIOTICS and AMRI hereby amendthe Agreement as follows:

             1.          Unlessotherwise expressly provided herein, defined terms used in this First Amendmentshall have the same meaning as set forth in the Original Agreement, and allterms herein shall be incorporated into the Original Agreement.  From and after the Amendment Effective Date,all reference to the “Research and Technology Agreement” in all other documentsdelivered in connection with the Research and Technology Agreement shall referto the Research and Technology Agreement, as amended hereby.

             2.          Allreferences to “New Chemical Entities” shall be replaced with “Albany MolecularResearch” and all references to “NCE” shall be replaced with “AMRI”.             3.          Section 1.14 shall be amended to read as follows:
1.14       "AMRI Research ProgramTechnology" means all information, know-how, trade secrets, inventions anddata that are made during the course of the parties’ performance under theResearch Program that are not Exclusive Research Program Technology, CetekTechnology or Other Technology.

             4.          A new Section 1.33 shall be insertedas follows:

1.33       “Other Technology” means all information,know-how, trade secrets, inventions and data that are made or discovered duringthe course of the INTRABIOTICS’ performance under the Research Program, whetherperformed by INTRABIOTICS or a contractor of INTRABIOTICS set forth in AppendixC other than Cetek, which relate to the screening, isolation or ranking ofcompounds that associate with proteins or macromolecular targets, including,but not limited to any screening assay, the Targets and any data relatingthereto. Other Technology shall not include: the Cetek Technology, theScreening Libraries, and  Structure Technology.

5.          A new Section 1.34 shall be insertedas follows:

1.34       “Cetek Technology” means all know-how,trade secrets, inventions, data, processes, procedures, devices, methods,formulas, reagents and protocols and other information, including improvementsthereon, whether or not patentable, now or hereafter owned or controlled byCetek or developed or discovered by Cetek in the course of screening theScreening Libraries, for the screening or isolation or ranking of compoundsthat associate with proteins or macromolecular targets, including, but notlimited to, any capillary electrophoresis assay. Cetek Technology shall notinclude:  (1) the Screening Librariesand any data relating thereto, (2) the Targets and any data relating thereto,(3) Screening Data, and (4) the Structure Technology.

             6.          Section 6.1 shall be amended to readas follows:

6.1       Inventorship of any inventions arisingout of the Research Program shall be determined according to U.S. patentlaw.  AMRI shall own all right, titleand interest in the AMRI Research Program Patents, Exclusive Research ProgramPatents, Exclusive Research Program Technology, AMRI Research ProgramTechnology and Structure Technology in each case, regardless ofinventorship.  INTRABIOTICS shall ownall Other Technology and all intellectual property rights related thereto andall Screening Data.  Cetek shall own allCetek Technology.

7.          Section 6.2 shall be amended to readas follows:

6.2       Each party shall continue to own allintellectual property owned by such party prior to the Effective Date.  Such intellectual property shall be referredto herein as such party’s “Background Technology”.

8.          A newSection 6.9 shall be added as follows:

6.9       The parties acknowledge and agree thateach of them is conducting research and development of its respectiveBackground Technology on an ongoing basis. In the event that any resulting improvements to such BackgroundTechnology or other resulting inventions or developments include know-how,trade secrets, inventions, data, processes, procedures, devices, methods,formulas, reagents, protocols and other information which (i) are already knownor in a party’s possession, other than under an obligation of confidentialityto the other party, or (ii) are developed independently by an employee of aparty without benefit of the other party’s confidential information ortechnology, or (iii) become generally available to the public other than as aresult of a disclosure by a party or such party’s directors, officers,employees, agents or advisors, or (iv) become available to a party on anon-confidential basis from a source other than the other party or itsadvisors, provided that such source is not known by the receiving party to bebound by a confidentiality agreement with or other obligation of secrecy to theother party or another party (“Intellectual Property”), ownership of suchIntellectual Property shall be determined according to applicable law.  As used in this Section 6.9 the term “party”shall mean a party to this agreement and its sublicensees.

             9.          Anew Section 1.35 shall be added as follows:

1.35       “Structure Technology” shall mean anyinventions or discoveries made by Cetek in the course of screening theScreening Libraries which relate specifically to the making, using orcomposition of a particular Active Structure, Target or Sample and have littleor no utility for natural product extracts and protein or macromoleculartargets generally.

10.        Section 2.6 shall be amended to read asfollows:

In the event thatINTRABIOTICS desires to isolate and/or identify the chemical structure of acompound within a Screening Library, INTRABIOTICS agrees, except to the extentpermitted under Section 2.5, that it will not attempt to perform suchseparation and/or identification itself, and will not request any person orentity other than AMRI to perform such separation or identification.  In the event that INTRABIOTICS is unable totransfer or cause to be transferred to AMRI a bio-assay to guide fractionationand dereplication experiments, INTRABIOTICS may request that Cetek performfractionation to separate or identify the active fractions and Cetek mayperform such fractionation only as permitted under this Section 2.6.  Upon the request of the RMC, Cetek willsupply such fractionated material to AMRI for dereplication studies.  Using the fractionated material, Cetek mayperform studies to evaluate reversibility of binding.

11.        Section 1.30 shall be amended to read as follows:

1.30        “Target” means INTRABIOTICS’ targets ofinterest as listed in Appendix B, as may be amended from time to time byINTRABIOTICS during the Research Program. A Target may be proprietary to third parties other than thoseconsultants of INTRABIOTICS listed in Appendix C, or in the public domain.

12.        Except as otherwise amended herein, theAgreement shall remain in full force and effect.

             13.        This First Amendment may be executed incounterparts and by facsimile.

ThisAmendment shall be effective as of the date first written above.

**             IN WITNESS WHEREOF****,** the parties hereto have duly executed thisAmendment.
**INTRABIOTICS PHARMACEUTICALS, INC.****ALBANY MOLECULAR RESEARCH, INC.**    By:/s/   Kenneth J. KelleyBy:/s/   Donald E. Kuhla  Title:President and Chief Executive OfficerTitle:President and Chief Operating Officer  
 

 

 **