Exhibit
10.1

    

     

    University
of Louisville Research Foundation

    Amendment
No. 1 to

    Sponsored
Research Agreement

    


    


    THIS
Amendment No. 1 (“Amendment”) is made and effective as of the last date of
signature below (“Effective Date”), by and between the University of Louisville
Research Foundation, Inc. (hereinafter “ULRF”) a Kentucky non-profit corporation
having an office at MedCenter One, 501 E. Broadway, Suite 200, Louisville, KY
40202-1798 as the agent of the University of Louisville (hereinafter "UofL") for
receiving grants and research agreements from external funding sources and which
owns and controls intellectual property on behalf of UofL (collectively
“Institution”) and NeoStem, Inc. with a principal place of business at 420
Lexington Avenue, Suite 450, New York, NY  10170 (hereinafter
“SPONSOR”).

    


    WHEREAS,
ULRF and SPONSOR entered into that certain Sponsored Research Agreement as of
November 13, 2007 (the “Original Agreement”); and

    


    WHEREAS,
ULRF and SPONSOR wish to amend the Original Agreement to amend the research
program set forth therein to provide for certain additional research in return
for receiving certain rights in the research results and to provide for support
related to such additional research.

    


    NOW,
THEREFORE, the parties hereto agree as follows:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    Unless
otherwise set forth herein, initially capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Original
Agreement.

    


    
      	
              2.

            	
              RESEARCH

            


    

    


    The
Research Plan is hereby amended to provide that the research set forth in
Appendix A-1 hereto (“Pre-Aim 1”) shall become part of the Original Agreement
and Pre-Aim 1 shall be conducted prior to the conduct of the Research set forth
in the Original Agreement.  SPONSOR will use its best reasonable
efforts to provide to Principal Investigator no later than October 17, 2008 the
de-identified samples required for Institution’s performance of its portion on
Pre-Aim 1.  Institution will use its best reasonable efforts to
complete its portion of Pre-Aim 1 within a period of two (2) months from the
date of receipt of such necessary samples from SPONSOR.

    


    Sponsor
has been advised by Institution that the Pre-Aim 1 protocol titled “Isolation of
Very Small Embryonic like Stem Cells (VSELS) from Peripheral Blood after G-CSF
mobilization”, IRB tracking # 08.0255, was determined by the University of
Louisville Institutional Review Board (IRB) to be an Exempt study as defined by
the IRB and unless said protocol is modified, no further continuing review
and/or approvals are required for the research study under Pre-Aim
1.  Institution acknowledges that, upon receipt of the apheresis
product referred to in Pre-Aim 1, Pre-Aim 1 shall commence
promptly.

    


    
      	
              4. 

            	
              PAYMENT
      OF COSTS

            


    

    


    4.1       In
consideration of ULRF’s performance hereunder and under the Original Agreement,
SPONSOR agrees to support costs incurred in performance of the Research in the
aggregate amount of Three Hundred Ninety-Nine Thousand Five Hundred Twelve U.S.
Dollars (US$399,512), inclusive of applicable Facilities & Administrative
Costs calculated at Institution’s rate in effect as of the Effective Date of the
Original Agreement on the terms set forth herein and therein. It is
acknowledged that of this amount, $375,000 relates to the Research under the
Original Agreement and $24,512 relates to Pre-Aim 1.  As of the date
of this Amendment, no amounts are payable under the Original Agreement;
provided, however, that on April 3, 2008, SPONSOR prepaid $50,000 under the
Original Agreement.  ULRF and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SPONSOR
agree that the this $50,000 prepayment shall be credited to the $24,512 payable
for the conduct of Pre-Aim 1 of the Additional Research on the date that Pre-Aim
1 commences.

    


    NO OTHER CHANGES

    


    Except as
set forth in this Amendment, the terms of the Original Agreement shall remain
unchanged and the rights and obligations of the parties under the Original
Agreement shall apply equally to the conduct of Pre-Aim 1 provided for
hereby.

    


    


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    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above
written.

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          THE
      UNIVERSITY OF LOUISVILLE

                                        	 	
                                          NEOSTEM,
      INC.

                                        
	
                                          RESEARCH
      FOUNDATION, INC.

                                        	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                                          Signature:

                                        	
                                          /s/
      David D. King

                                        	 	
                                          Signature:

                                        	
                                          /s/
      Robin Smith

                                        
	 
      	 
      	 	 
      	 
      
	
                                          Printed
      Name:

                                        	
                                          David
      D. King

                                        	 	
                                          Printed
      Name:

                                        	
                                          Robin
      Smith

                                        
	 
      	 
      	 	 
      	 
      
	
                                          Title:

                                        	
                                          Director,
      Office of Industry Contracts

                                        	 	
                                          Title:

                                        	
                                          CEO

                                        
	 
      	 
      	 	 
      	 
      
	
                                          Date:

                                        	
                                          10/7/2008

                                        	 	
                                          Date:

                                        	
                                          10/3/08

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    Principal
Investigator, while not a party to this Agreement, by his/her signature
acknowledges that he/she: (1) has read and agrees to abide by the terms and
conditions that apply to the Principal Investigator,  (2) agrees to
conduct/perform the research as outlined in the Research Statement of Work, and
(3) if applicable, will see that the work within the scope of this agreement is
performed in accordance with an approved University/Institution management
plan.1

    


    
      
        
          
            
              
                	
                        Name:

                      	
                        Mariusz
      Z. Ratajczak, M.D., Ph.D.

                      	 
	 
      	 
      	 
	
                        Signature:

                      	
                        /s/
      Mariusz Z. Ratajczak

                      	 
	 
      	 
      	 
	
                        Title:

                      	
                        Professor,
      Medical Oncology

                      	 
	 
      	 
      	 
	
                        Date:

                      	
                        10/7/08

                      	 


              

            

          

        

      

    

    


    


    


    


    


    


    


    


    

      

    

    
      1  “Management
Plan" means a written plan for the management, reduction or elimination
of a potential financial conflict of interest relating to research. It relies
upon, and is therefore limited by, good faith disclosures about significant
financial interests made, and other information provided by, a covered
individual to the University.