Exhibit 10.4


 


 





 


 


July 2,
2012 


 


 


Dr. Allan L. Goldstein


800 25th Street, NW


Apartment 1005


Washington, DC 20037


 


 


Re:  Temporary Employment Terms


 


Dear Allan:


 


Due to the Company’s current financial situation, it is
necessary for the Company to reduce its labor costs. Accordingly, the Company is reducing all salaries and work hours. You are
being offered the opportunity to continue your employment with RegeneRx Biopharmaceuticals, Inc. (the “Company”)
at its Rockville, Maryland location as part-time, temporary employee. Your position will remain as Chairman of the Company’s
Board of Directors, performing such duties as are normally associated with this position and such duties as are assigned to you
from time to time. Commencing on July 1, 2012, your salary will be at the rate of $50.00 per hour, subject to payroll deductions
and all required withholdings and payable in accordance with the Company’s standard payroll practices.


 


Your typical work schedule will be up to 32 hours per month;
however, you will be scheduled according to the Company’s needs, and the Company does not guarantee you any minimum number
of hours of work per month. You may be asked to work additional hours; however, you should not work
beyond your scheduled work hours for the month unless J.J. Finkelstein has expressly requested you to do so or you have received
the written approval of J.J. Finkelstein prior to working the additional time. If you work beyond your scheduled work hours without
permission, you will be subject to disciplinary action up to and including termination. You must record your hours worked
on a daily basis, including your start and stop times, and meal periods.


 


You will not be eligible for any Company benefits, including
but not limited to: health coverage, holidays, paid vacation, sick leave, and other insurance coverage. You will be eligible for
certain minimum benefits required by law, such as workers’ compensation, unemployment, and Social Security.


 


You acknowledge your continuing obligations under your Proprietary
Information, Non-Competition and Inventions Assignment Agreement dated November 4, 2005, which remains in full force and effect.
Additionally, your employment continues to be subject to the Company’s personnel policies and procedures as they may be interpreted,
adopted, revised or deleted from time to time in the Company’s sole discretion.


 


Your employment with the Company is temporary. The Company anticipates
that your employment will continue until December 31, 2012, which will be your employment termination date unless your employment
is terminated earlier by you or by the Company. Continued work beyond December 31, 2012, does not automatically convert your employment
to regular status.


 


 





RegeneRx
Biopharmaceuticals, Inc. ·
15245 Shady Grove Road, Suite 470, Rockville, MD 20850


PHONE 301.208.9191 ·
FAX 301.208.9194 ·
WEB www.regenerx.com







 






    	 



    	 	



    
 


Your employment relationship with the Company will continue
to be at-will. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying
the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment
at-will status can only be modified in a written agreement signed by you and by an officer of the Company.


 


By signing this letter, you acknowledge that the terms described
in this letter, together with the your Proprietary Information, Non-Competition and Inventions Assignment Agreement, set forth
the entire understanding between us and supersede any other representations or agreements, whether written or oral, including,
but not limited to your Second Amended and Restated Employment Agreement dated March 11, 2009, as amended; there are no terms,
conditions, representations, warranties or covenants other than those contained herein. No term or provision of this letter may
be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company,
except that the Company may, in its sole discretion, adjust salaries, incentive compensation, stock plans, benefits, job titles,
locations, duties, responsibilities, and reporting relationships.


 


Please indicate your acceptance of this offer by signing below
and returning it to me.


 


Sincerely,


 


/s/ J.J. Finkelstein


J.J. Finkelstein


President & CEO


 


ACCEPTED AND AGREED TO:


 


/s/Allan L. Goldstein


Dr. Allan L. Goldstein


 


July 2, 2012


Date