Exhibit
10.10


 


FIRST
AMENDMENT


 


This
FIRST AMENDMENT (“First Amendment”) is dated as of November 9, 2022 (the “First Amendment Effective Date”) by
and between, on one side, AccuStem Sciences Inc. (“AccuStem”) having a place of business at 5 Penn Plaza, Floor 19, New York,
NY 10001 and, on the other side, Istituto Europeo di Oncologia Srl (“IEO”) having its registered office at Via Filodrammatici
10, 20121 Milan, Italy, IFOM, the AIRC Institute for Molecular Oncology ETS (“IFOM”) having its registered office at Via
Adamello, 16-20139 Milano (IT), TTFactor Societa Benefit a r.l. (“TTFactor” or “TTF”) having its registered office
at Via Adamello, 16-20139 Milan (Italy), and Università degli Studi di Milano having its registered office at via Festa del Perdono
7,20122 Milan (Italy) (“Università”) (collectively, “Licensors”). AccuStem and Licensors are referred
to individually as a “Party” and together as the “Parties”.


 


BACKGROUND


 


WHEREAS,
Tiziana Life Sciences PLC on one side and, on the other side, TTFactor Srl, on behalf of IFOM and IEO, and separately Università,
entered into a license agreement dated June 24, 2014 (such agreement, as amended on 12th July 2017, the “License
Agreement”);


 


WHEREAS,
AccuStem is a Delaware company having a place of business at 5 Penn Plaza, Floor 19, New York, NY 10001;


 


WHEREAS,
effective on June 23, 2022 AccuStem succeeded in Tiziana Life Sciences PLC’s contractual position with respect to the License Agreement
and has assumed and been assigned all rights and obligations of Tiziana Life Science PLC;


 


WHEREAS,
TTF is no longer operating on behalf of IEO. For the avoidance of doubt any reference to Licensor in the License Agreement and in this
First Amendment shall be intended as referred to IEO, IFOM, TTF and Università.


 


WHEREAS,
AccuStem has required an extension of the terms set forth in Exhibit 1 and Licensor is willing to grant such extension under the terms
and conditions of this First Amendment, which furthermore includes certain clarifications with respect to the License Agreement;


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants set forth in this First Amendment, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


	 	1.	All
    terms and conditions of the Agreement not modified by this First Amendment shall continue in full force and effect in accordance
    with their terms. All capitalized terms not otherwise defined herein shall have the same definition as in the Agreement.


 




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	 	2.	Amendment
    to Section 1 - Definitions. 
	 	 	 
	 	 	2.1
    Annex 1 to this First Amendment includes the list of the Licensed Patents (including the patented Improvement generated prior to
    the First Amendment, as agreed upon by the Parties). No non-patented Improvements have been generated prior to the First Amendment.
	 	 	 
	 	 	2.2
    The definition of “Improvements” under Section 1.6 shall be replaced by the following: 
	 	 	 
	 	 	“Improvement
    means any improvement, enhancement or modification of or to any technology claimed in the Licensed Patents, and or discovery concerning
    any development, manufacture, use or testing of any technology claimed or described in the Licensed Patents made by Licensor in the
    performance of the research until the First Amendment Effective Date”. 
	 	 	 
	 	 	Any
    reference to the Licensed Patents within the Agreement shall include the patent rights covering the Improvements.
	 	 	 
	 	3.	Amendment
    to Section 2.4 - Sharing of Information. Section 2.4 shall be replaced by the following: “Licensor will exercise reasonable
    efforts to share information, technology, know how directly related to the Licensed Product and Licensed Patents which is necessary
    or useful in enabling Licensee to practice and exploit the Licensed Patents in the Field, or which relates to the development, manufacture,
    use or sale of a Licensed Product in accordance with the terms of this Agreement. The information, technology or know-how that is
    shared pursuant to this section shall comply with all obligations and requirements of the European General Data Protection Regulation
    (EU 2016/679)”.
	 	 	 
	 	4.	Amendment
    to Section 3.2 - Diligence. Section 3.2 shall be replaced by the following:
	 	 	 
	 	 	“Licensee
    will, itself or through its Affiliates or Sublicensees, at all times exercise commercially reasonable efforts to develop and commercialize
    one or more Licensed Products at a level of effort and resources that is consistent with the effort which a reputable company of
    the size and resources of Licensee would apply to a product of comparable potential at a comparable stage of development. Licensee
    shall use commercially reasonable efforts to achieve the milestone events set forth in Exhibit 1 within the terms identified therein
    for each applicable milestone event”.
	 	 	 
	 	5.	Amendment
    to Section 5 – Sponsored Research. The following shall be added at the end of section 5: “ The Parties acknowledge
    and agree that the Sponsored Research (i.e. the research activities as described in the Research Plan) was completed prior to the
    First Amendment Effective Date and that no further obligations shall be fulfilled by the Licensors and/nor by the Licensors’
    scientists under the Research Plan.


 




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	 	6.	Section
    11.4 – Voluntary Termination. The following sentence shall be added to Section 11.4: “Licensor shall be entitled
    to terminate the Agreement forthwith upon written notice to Licensee in the event that Licensee fails to meet a milestone event identified
    in Exhibit 1 within the applicable term set forth in such Exhibit 1. Notwithstanding the foregoing, IEO agrees to reasonably extend
    any such milestone of 6 months (or further extension as the Parties will agree upon) provided AccuStem has been diligent in accordance
    with Section 3.2”. 
	 	 	 
	 	7.	Section
    12.1 – Notices. The addresses and other contact information for the Parties in Section 12.1 shall be replaced by the following:
	 	 	 
	 	 	If
    to Licensor:
	 	 	 
	 	 	Istituto
    Europeo di Oncologia Srl
	 	 	Att.
    Amministratore Delegato
	 	 	Via
    G. Ripamonti 435, 20141 Milan (Italy)
	 	 	Certified
    Email: direzione.amministrativaieo@legalmail.it, cc: renato.galasso@ieo.it, saverio.minucci@ieo.it, marzia.fumagalli@ieo.it,
    tto@ieo.it.
	 	 	 
	 	 	IFOM,
    the AIRC Institute for Molecular Oncology ETS
	 	 	Att.
    Direttore Generale
	 	 	Via
    Adamello, 16-20139 Milan (Italy)
	 	 	Certified
    Email: ifomfondazione@pec.it, cc: luciano.baielli@ifom.eu, tto-team@ifom.eu
	 	 	 
	 	 	TTFactor
    Societa Benefit a r.l.
	 	 	Att.
    Presidente
	 	 	Via
    Adamello, 16-20139
	 	 	Certified
    email: ttfactor@legalmail.it, cc: tto-team@ifom.eu
	 	 	 
	 	 	Universita
    degli Studi di Milano
	 	 	Att.
    Dr. Roberto Tiezzi
	 	 	Direzione
    Innovazione e Valorizzazione delle Conoscenze
	 	 	Via
    Fesda del Perdono 7 – 20122 Milan (Italy)
	 	 	Certified
    Email: unimi@postecert.it, cc: tto@unimi.it
	 	 	 
	 	 	If
    to Accustem:
	 	 	Att.
    Wendy Blosser
	 	 	5
    Penn Plaza, Floor 19, New York, NY 10001
	 	 	Email:
    wendy@accustem.com, cc: ielrifi@cooley.com, jfessler@sheppardmullin.com


 




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	 	8.	Exhibit
    1. Exhibit 1 shall be replaced in its entirety by the following :
	 	 	 
	 	 	“1.
    Submission of an application for approval or clearance of the Licensed Product to a regulatory body in the US or another country
    within 36 months from the First Amendment Effective Date.
	 	 	 
	 	 	2.
    Approval for commercial distribution of the Licensed Product by a regulatory body in the US or equivalent approval in another country
    within 60 months from the First Amendment Effective Date. 
	 	 	 
	 	 	3.
    First Commercial Sale of the Licensed Product within 60 months from the First Amendment Effective Date.
	 	 	 
	 	 	For
    the avoidance of doubt, Licensed Product referenced in sentence 1 and 2 may be a Laboratory Developed Test rather than an FDA-approved
    IVD test”.
	 	 	 
	 	9.	Additional
    Payment. In consideration for the extension of the terms granted under Section 9 above, the Parties further agree that (i) AccuStem
    shall make a $175,000 payment (“Additional Payment”) to Licensor as set forth in (ii) below within 30 days of AccuStem
    having executed a financing of more than $1,000,000 in total equity or convertible security financing(s), irrespectively of such
    financing being disbursed to Licensee in one or several instalments; provided that AccuStem shall provide immediate written notice
    to Licensor upon the achievement of such condition; and (ii) a portion of the Additional Payment equal to $125,000 shall be paid
    to IEO as reimbursement of the costs borne by IEO in relation to the support and activities performed at data transfer to AccuStem
    prior to the First Amendment Effective Date, and the remaining $50,000 shall be paid in shares proportional to the share of ownership
    on the Licensed Patents to each of IEO, IFOM and Università.
	 	 	 
	 	10.	Miscellaneous.
    This First Amendment may be executed in counterparts, each of which shall constitute an original and all of which, when taken together,
    shall constitute one instrument. No modification or amendment to this First Amendment shall be effective unless in writing signed
    by the duly authorized representative of both parties.


 




    	-4-



     


    

 


IN
WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed by their duly authorized representatives, as set
forth below.


 


	AccuStem Sciences Inc.	 	Istituto
    Europeo di Oncologia
	 	 	 	 	 
	By:	/s/ Wendy Blosser	 	By:	/s/
Mauro Melis 
	Name:	Wendy Blosser	 	Name:	Mauro
Melis 
	Title:	CEO	 	Title:	Chief
Executive Officer
	 	 	 	 	 
	IFOM,
    the AIRC Institute	 	Università
    degli Studi di Milano
	Of
    Molecular Oncology ETS	 	 	 
	 	 	 	 	 
	By:	/s/ Luciano Baielli	 	By:	/s/
Elio Franzini 
	Name:	Luciano Baielli	 	Name:	Elio
Franzini 
	Title:	 	 	Title:	University
Rector 
	 	 	 	 	 
	TTFactor
    Societa Benefit a r.l.	 	 	 
	 	 	 	 	 
	By:	/s/ Luciano Baielli	 	 	 
	Name:	Luciano Baielli	 	 	 
	Title:	Consigliere Delegato	 	 	 


 




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Annex
1 – Licensed Patents


 


	Cooley

                                                                                Docket No.
	 	Title/Mark	 	Application
    No.	 	Application
    Date	 	Registration
    No.	 	Registration
    Date	 	Case
    Status	 	Country	 	Category
    Description
	ACSC-001/001WO	 	METHODS
    AND KITS COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	PCT/EP2017/064937	 	6/19/2017	 	 	 	 	 	Expired	 	Patent
    Cooperation Treaty	 	National
	ACSC-001/C01US	 	METHODS
    AND KITS COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17/816,210	 	7/29/2022	 	 	 	 	 	Pending	 	United
    States of America	 	Continuation
	ACSC-001/D01EP	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	 	 	6/19/2017	 	 	 	 	 	Closed	 	European
    Patent Office	 	Divisional
	ACSC-001/F01EP	 	METHODS
    AND KITS COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	16175354.6	 	6/20/2016	 	 	 	 	 	Abandoned	 	European
    Patent Office	 	National
	ACSC-001/F02EP	 	METHODS
    AND KITS COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	16188855.7	 	9/14/2016	 	 	 	 	 	Abandoned	 	European
    Patent Office	 	National


 




    	-6-



     


    

 


	Cooley

                                                                                Docket No.
	 	Title/Mark	 	Application
    No.	 	Application
    Date	 	Registration
    No.	 	Registration
    Date	 	Case
    Status	 	Country	 	Category
    Description
	ACSC-001/N01AT	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Austria	 	EP
    National Stage
	ACSC-001/N01BE	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Belgium	 	EP
    National Stage
	ACSC-001/N01CA	 	METHODS
    AND KITS COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	3025860	 	6/19/2017	 	 	 	 	 	Pending	 	Canada	 	PCT
    National Phase
	ACSC-001/N01CH	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Switzerland	 	EP
    National Stage
	ACSC-001/N01DE	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Germany	 	EP
    National Stage
	ACSC-001/N01EP	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	EP
    Granted	 	European
    Patent Office	 	PCT
    National Phase


 




    	-7-



     


    

 


	Cooley

                                                                                Docket No.
	 	Title/Mark	 	Application
    No.	 	Application
    Date	 	Registration
    No.	 	Registration
    Date	 	Case
    Status	 	Country	 	Category
    Description
	ACSC-001/N01ES	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Spain	 	EP
    National Stage
	ACSC-001/N01FI	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Finland	 	EP
    National Stage
	ACSC-001/N01FR	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	France	 	EP
    National Stage
	ACSC-001/N01GB	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	United
    Kingdom	 	EP
    National Stage
	ACSC-001/N01IT	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Italy	 	EP
    National Stage
	ACSC-001/N01LU	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Luxembourg	 	EP
    National Stage


 




    	-8-



     


    

 


	Cooley

                                                                                Docket No.
	 	Title/Mark	 	Application
    No.	 	Application
    Date	 	Registration
    No.	 	Registration
    Date	 	Case
    Status	 	Country	 	Category
    Description
	ACSC-001/N01NL	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Netherlands	 	EP
    National Stage
	ACSC-001/N01NO	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Norway	 	EP
    National Stage
	ACSC-001/N01SE	 	METHODS
    COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	17732078.5	 	6/19/2017	 	3472345	 	8/11/2021	 	Registered	 	Sweden	 	EP
    National Stage
	ACSC-001/N01US	 	METHODS
    AND KITS COMPRISING GENE SIGNATURES FOR STRATIFYING BREAST CANCER PATIENTS	 	16/308,564	 	6/19/2017	 	11,441,191	 	9/13/2022	 	Registered	 	United
    States of America	 	PCT
    National Phase
	ACSC-002/001WO	 	METHODS
    AND KITS FOR DETERMINING THE RISK OF BREAST CANCER RECURRENCE	 	PCT/EP2021/062176	 	5/7/2021	 	 	 	 	 	Published	 	Patent
    Cooperation Treaty	 	National
	ACSC-002/F01EP	 	METHODS
    AND KITS FOR DETERMINING THE RISK OF BREAST CANCER RECURRENCE	 	20173612.1	 	5/8/2020	 	 	 	 	 	Abandoned	 	European
    Patent Office	 	National


 




    	-9-



     


    

 


	Cooley

                                                                                Docket No.
	 	Title/Mark	 	Application
    No.	 	Application
    Date	 	Registration
    No.	 	Registration
    Date	 	Case
    Status	 	Country	 	Category
    Description
	ACSC-002/N01CA	 	METHODS
    AND KITS FOR DETERMINING THE RISK OF BREAST CANCER RECURRENCE	 	3173152	 	5/7/2021	 	 	 	 	 	Pending	 	Canada	 	PCT
    National Phase
	ACSC-002/N01EP	 	METHODS
    AND KITS FOR DETERMINING THE RISK OF BREAST CANCER RECURRENCE	 	21724660.2	 	5/7/2021	 	 	 	 	 	Not
    yet filed	 	European
    Patent Office	 	PCT
    National Phase
	ACSC-002/N01US	 	METHODS
    AND KITS FOR DETERMINING THE RISK OF BREAST CANCER RECURRENCE	 	17/907,601	 	5/7/2021	 	 	 	 	 	Pending	 	United
    States of America	 	PCT
    National Phase
	ACSC-002/P01US	 	METHODS
    AND KITS FOR DETERMINING THE RISK OF BREAST CANCER RECURRENCE	 	 	 	 	 	 	 	 	 	Closed	 	United
    States of America	 	Provisional
	ACSC-003/P01US	 	METHODS
    FOR PREDICTING CANCER RISK	 	 	 	 	 	 	 	 	 	Not
    yet filed	 	United
    States of America	 	Provisional


 




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