Exhibit 10.31


 


AMENDMENT 1


To the Clinical Supply and Cooperation Agreement
(hereinafter “CSCA”) entered into between:


 


Ritter Pharmaceuticals, Inc., a Delaware
corporation, with registered offices at 1880 Century Park East #1100, Los Angeles, CA 90067, (hereinafter “Ritter”)


 


And


 


Ricerche Sperimentali Montale SpA, with
sole shareholder, an Italian company, having its operational offices at Montale (PT), via Garibaldi no. 33, and administrative
offices in Milan, Italy, at via Calabiana no. 18 (hereinafter “RSM”)


 


And


 


Inalco SpA, with sole shareholder, an
Italian company, having its registered offices in Milan, Italy, at via Calabiana no. 18 (hereinafter “Inalco”)


 


Collectively referred to as the “Parties”
and each, individually, as a “Party”.


 


The term RSM shall include Inalco, and all
references to RSM shall be deemed to include Inalco.


 


Whereas


 


		A.	Section 16 of the CSCA requires all amendments to said agreement to be made in writing;



 


		B.	Pursuant to Section 2.3(b) of the CSCA, Ritter is required to pay RSM the amount of USD 25,000
in relation to the completion of the DMF submission to the FDA and RSM desires to set a fixed term for such payment to be made;



 


		C.	Ritter is entering into clinical phases for its product and desires to further define the terms
and conditions of supply of Improved GOS contained in Section 3 of the CSCA to ensure adequate and timely delivery essential for
the purpose of completing such clinical phases.



 


Now, therefore, the Parties agree as follows:


 


		1.	Upon execution of this agreement by the Parties, Ritter shall make full payment of the USD 25,000
due to RSM under Section 2.3(b) of the CSCA by wire transfer to the account indicated by RSM. As confirmation of date of payment,
Ritter shall provide RSM a copy by email or fax of the wire transfer receipt (the “DMF Payment”).



 


		2.	Section 3.2 of the CSCA shall be amended in its entirety as follows: “Upon receipt of confirmation
by Ritter of the DMF Payment, RSM shall supply Ritter 50 (fifty) kilos of Improved GOS at the price of USD 100,000 (one-hundred
thousand) on the following delivery and payment terms:



 




    	 



    	 



    

 


		a.	Upon receipt of the email or fax confirming the DMF Payment, RSM shall immediately ship to Ritter
15 (fifteen) kilos of Improved GOS by UPS/Fedex and provide Ritter copies of relevant shipping documents indicating date of shipment
and quality analysis certificate(s);



 


		b.	Upon receipt by Ritter of the shipping documents and quality analysis certificate(s) indicated
in point a. above, Ritter shall make an advance payment of USD 25,000 (twenty-five thousand) by wire transfer to RSM;



 


		c.	By and no later than 60 (sixty) calendar days from the date of the DMF Payment, RSM shall deliver
to Ritter 35 (thirty-five) kilos of Improved GOS by UPS/Fedex and provide Ritter copies of relevant shipping documents indicating
date of shipment and quality analysis certificate(s);



 


		d.	The balance of USD 75,000 (seventy-five thousand) shall be due and payable to RSM upon receipt
by Ritter of the shipping documents and quality analysis certificate(s) indicated in point c. above.



 


		3.	All other terms and conditions of the CSCA not specifically modified herein shall remain unaffected.



 


		4.	This Amendment 1 to the CSCA may be executed in one or more counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the same instrument.



 


In Witness Whereof, the Parties have executed
this Amendment 1 to the CSCA as of the first date written below.


 


	Date:	Sept. 25, 2010	 


Ritter Pharmaceuticals, Inc.


Mr. Andrew J. Ritter


(in his capacity as President and Managing
Director





	/s/ Andrew J. Ritter	 


 


	Date:	Sept. 26, 2010	 


Ricerche Sperimentali Montale SpA


Mr. Marco Manoni


(in his capacity as Managing Director)





	/s/ Marco Manoni	 


 


	Date:	Sept. 26, 2010	 


Inalco SpA


Mr. Giovanni Cipoletti


(in his capacity as President and Managing
Director)





	/s/ Giovanni Cipoletti	 


 




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