Exhibit
10.2



    

    


    AMENDMENT
NO. 1 TO

     

    EXCLUSIVE
LICENSE AGREEMENT

     

    BETWEEN

     

    UNIVERSITY
OF LOUISVILLE RESEARCH FOUNDATION, INC.

     

    AND

     

    STEM
CELL TECHNOLOGIES, INC.

     

    This
Amendment No. 1 (the “Amendment”) is entered into this 27th day of February 2009
to that exclusive license agreement (the "Original Agreement") entered into the
12th day of November 2007 by and between the University of Louisville Research
Foundation, Inc.  ("ULRF"), a Kentucky 501 (c) 3 non-profit
corporation having an office at Med Center Three, 201 E. Jefferson Street, Suite
215, Louisville, KY 40202 as the agent of the University of Louisville ( “UofL”)
and Stem Cell Technologies, Inc. (“LICENSEE”), a Florida corporation and
wholly-owned subsidiary of NeoStem, Inc., a Delaware corporation, each with its
principal place of business located at 420 Lexington Avenue, Suite 450, New
York, New York  10021.

     

    RECITALS

     

    
      	
               
      

            	
              WHEREAS,
      ULRF and Licensee entered into the Original Agreement whereby Licensee
      licensed the rights to the Licensed Technology for the commercial
      development, use and sale of the Licensed
  Technology.

            


    

     

    
      	
               
      

            	
              WHEREAS,
      ULRF and Licensee after discussion desire to amend certain terms of the
      Original Agreement as hereinafter
described;

            


    

     

    
      	
               
      

            	
              WHEREAS,
      in consideration of the mutual promises contained herein and other good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged.

            


    

     

     

    NOW, THEREFORE, ULRF and
LICENSEE hereby agree as follows:

     

     

    
      	
            	
              1. 

            	
               Section
      5.1 of the Original Agreement is hereby amended to read in its entirety as
      follows:

            


    

     

    “5.1  License
Issue Fee.  LICENSEE shall pay to ULRF a non-creditable,
non-refundable License Issue Fee of  forty six thousand dollars
($46,000).  Said License Issue Fee shall be payable no later than five
(5) business days after the full execution of this Amendment.”

     

    
      	
            	
              2. 

            	
               Section
      6.1.2.2 of the Original Agreement is hereby amended to read in its
      entirety as follows:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “6.1.2 .2 Prepayment of Future Patent
Office Expenses.  No later than five (5) business days after
the full execution of this Amendment, Licensee shall pay a non-refundable twenty
thousand dollars ($20,000), which shall be creditable against the first twenty
thousand ($20,000) of patent expenses incurred after the Effective Date of this
Agreement.”

     

    
      	
            	
              3. 

            	
               “Section
      3.3 – Development Plan” shall be amended to read in its entirety as
      follows:

            


    

     

    3.3          Development
Plan.  Upon execution of this Agreement, LICENSEE shall submit
an initial Development Plan outlining work to be completed during the first two
and one-half (2.5) years of the Research Period (as defined in the Sponsored
Research Agreement described in Section 3.6 herein), which shall also serve as
the research plan of the Sponsored Research Agreement.  No later than
December 31, 2010, LICENSEE shall provide ULRF with a list of its desired,
specific fields of use of the Licensed Technology and the definition of Field of
Use set forth in 1.1.3 shall be deemed amended accordingly. No later than June
30, 2011, LICENSEE will provide ULRF with a draft Development Plan written in
the format set forth in Exhibit D for each specific field of use of the Licensed
Technology included on the aforementioned list, satisfactory to ULRF, in its
reasonable discretion and describing the steps it intends to take which it
believes in good faith will result in allowing the inventions of the Licensed
Patents to be utilized to provide Licensed Products for sale in the commercial
market, which shall further include those steps taken, or to be taken, by
Affiliates and sublicensees, as it may have been advised by Affiliates and
sublicensees.  For each specified field of use included on the
aforementioned list for which ULRF does not receive a timely Development Plan
from LICENSEE satisfactory to ULRF in its reasonable discretion, ULRF may
withdraw that field of use from this Agreement the definition of Field of Use in
1.1.3 shall again be deemed amended to reflect the narrowed fields of use and
ULRF may license such use to a third party, subject to prior notice to Licensee
and an opportunity to cure as set forth in Section
12.1.1.1.   For each new field of use desired by LICENSEE but not
included on the list submitted to ULRF by LICENSEE, LICENSEE may request the
addition of the new field(s) of use and its corresponding Development Plan to
this Agreement in accordance with Section 13.3 of this Agreement.

     

    Except as set forth herein, the
Original Agreement shall remain unchanged.  Initially capitalized
terms not otherwise described herein shall have the meaning set forth in the
Original Agreement.

     

    THEREFORE,
the parties have executed this Agreement in duplicate originals by their duly
authorized officers or representatives.

     

    
      
        	
                UNIVERSITY
      OF LOUISVILLE

                RESEARCH
      FOUNDATION, INC.

                 

                /s/ James R.
      Zanewicz                                                                

                James
      R. Zanewicz, Director

                 

                Date
      3/4/09                                                                

                 

              	
                Stem
      Cell Technologies Inc.

                 

                 

                /s/ Robin
      Smith                                                                

                Robin Smith, President

                 

                Date           2/28/2009