Exhibit 10.19


AMENDMENT NO. 1 TO


PLACEMENT AGENCY AGREEMENT


THIS AMENDMENT, dated March 6, 2007 (this “Amendment”),
between Redpoint Bio Corporation,
a Delaware corporation (the “Company”), and National
Securities Corporation and Brean Murray, Carret & Co., LLC (collectively,
the “Placement Agents”).


W I T N
E S S E T H


WHEREAS, the parties hereto have heretofore entered
into a Placement Agency Agreement, dated December 4, 2006 (the “Agreement”);
and


WHEREAS, the Company and the Placement Agents wish to
amend the Agreement on the terms set forth herein.


NOW, THEREFORE, the parties hereto, in consideration
of the mutual promises herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby agree to amend the Agreement as follows:


1.             Definitions; References;
Continuation of Agreement.  Unless
otherwise specified herein, each term used herein that is defined in the
Agreement shall have the meaning assigned to such term in the Agreement.  Each reference to “hereof,” “hereto,” “hereunder,”
“herein” and “hereby” and each other similar reference, and each reference to “this
Agreement” and each other similar reference, contained in the Agreement shall
from and after the date hereof refer to the Agreement as amended hereby.  Except as amended hereby, all terms and
provisions of the Agreement shall continue unmodified and remain in full force
and effect.


2.             Representations and Warranties
of Redpoint.  The following
representation is hereby added to the end of Section 2A:


“(z)          Except as described in the Memorandum, the Company has
sufficient title and interest in and to, or possesses a valid license or other
legal right to, all intellectual property and proprietary rights, including
rights in trademarks, service marks, trade names, copyrights, works of
authorship, trade secrets, trade dress, domain names, designs, processes, data,
software, know-how, inventions and discoveries (whether or not patented,
patentable, or reduced to practice), patents, goodwill related to any of the
foregoing, and all related foreign and domestic registrations and applications
for registration therefor, presently used by the Company or necessary for the
conduct of the Company’s business (collectively, “Intellectual Property Rights”).  To the knowledge of the Company, the Company’s
business does not cause the Company to infringe, misappropriate or violate any
of the trademarks, service marks, trade names, copyrights, trade secrets,
patents, patent applications or other intellectual property rights of any other
individual, partnership, corporation, association, joint stock company, trust,
joint venture, limited liability company, unincorporated organization or
governmental entity or any department, agency or political subdivision thereof
(each being a “Person”).  Except as set forth on Schedule A
hereto, no claims or actions have been asserted, are pending or have been
threatened against the Company, and the Company has not received any written
communications, (i) challenging or seeking to deny or restrict the sole
ownership by, or license rights of, the Company of the Intellectual Property
Rights or (ii) alleging that the Company has violated or, by conducting its
business as proposed to be 



   
 









 


conducted, would violate any
of the patents, trademarks, service marks, trade names, copyrights, trade
secrets or other intellectual property rights or proprietary information of any
other Person.


3.             Counterparts.  This Amendment may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the
same force and effect as if such facsimile or “.pdf” signature page were an
original thereof.


4.             Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.


(Signature page to follow)



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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed on the date first
above written.


	
  

  	
  REDPOINT BIO CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond Salemme

  
	
   

  	
   

  	
  F. Raymond
  Salemme

  
	
   

  	
   

  	
  Chief Executive
  Officer

  



 


	
  NATIONAL SECURITIES
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Brian
  Friedman

  	
   

  
	
   

  	
  Brian Friedman

  	
   

  
	
   

  	
  Director
  Corporate Finance

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BREAN MURRAY, CARRET & CO., LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John Fletcher

  	
   

  
	
   

  	
  John Fletcher

  	
   

  
	
   

  	
  Senior Vice President Investment Banking

  	
   

  



 



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Schedule A


The Company received a letter, dated July 18, 2003,
from Senomyx, Inc. informing the Company of certain intellectual property
rights claimed by Senomyx, Inc. and requesting that the Company contact
Senomyx, Inc. if the Company would be interested in licensing such intellectual
property or in entering into another business arrangement.


The Company received letters, dated May 5, 2003 and
September 24, 2003, from BioResearch of Farmingdale, New York, informing the
Company of certain intellectual property rights claimed by BioResearch and
requesting that the Company contact BioResearch if the Company would be
interested in licensing such intellectual property or in entering into another
business arrangement.