Exhibit 10.2


FIRST AMENDMENT TO
AMENDED AND RESTATED LICENSE AGREEMENT


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT
(this “First Amendment”) is entered into as of the 10th day of November, 2003 by and between LINGUAGEN
CORP., a Delaware corporation (“Linguagen”) and MOUNT SINAI SCHOOL OF MEDICINE
OF NEW YORK UNIVERSITY, a New York corporation (“MSSM”).


WHEREAS,
Linguagen and MSSM are parties to that certain Amended and Restated License
Agreement, dated as of April 2, 2002 (the “Agreement”);


WHEREAS,
the parties hereto wish to amend certain provisions of the Agreement to reflect
certain changes in the understanding of the parties in connection with
Linguagen entering into the Series A Convertible Preferred Stock Purchase
Agreement between Linguagen and the Investors named therein on or prior to the
date hereof (the “Series A Agreement”);


WHEREAS,
certain amounts are owed by Linguagen to MSSM under the Agreement as of the
date hereof;


NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and other good, valuable and sufficient consideration, the parties
hereto agree as follows:


1.                         Definitions


Capitalized terms used
but not otherwise defined or amended in this First Amendment shall have the
meanings ascribed thereto in the Agreement.


2.                         Amendments


(a)       Exhibit 1 attached to the
Agreement is hereby amended to include the provisional patent application filed
on September 29, 2003 with the United States Patent and Trademark Office (“USPTO”)
and captioned Taste Signaling in Gastrointestinal Cells (the “Cell Line Patent”)
(serial number not yet assigned) and all patents and patent applications that
claim a right to the filing date of that provisional application or that claim
subject matter disclosed in that provisional application.


(b)       Section 1 of the Agreement
is hereby amended by adding the words, “the Cell Line Patent” after “December
22, 1999” in the third line of the definition of “Net Sales” in subsection g.
thereof.


(c)       Section 3 of the Agreement
is hereby amended by including at the end of subsection a. thereof a new
subsection (iv), which reads as follows:


“Notwithstanding anything of the foregoing set forth
in this subsection a., with respect to the Cell Line Patent only, Linguagen
shall pay to MSSM (A) 1.5% of Linguagen’s











Net Sales of Licensed Products covered in whole or in
part by the Cell Line Patent (giving effect to the deductions set forth in
Section 1.g(i)-(v) hereof) and (B) MSSM’s share in payments in respect of
sublicenses due under Section 3.a.(ii) (or 12.25%). Further, notwithstanding
anything of the foregoing set forth in this subsection a., with respect to the
Cell Line Patent only, Linguagen shall not pay to MSSM any royalty on Licensed
Products that are compounds whose activity was first identified through a
screening assay claimed in the Cell Line Patent. For purposes of clarity,
nothing in this subsection 3.a.(iv) shall affect the payment of the Annual
Minimum Fees under Section 3.b. below.”


(d)       Section
4 of the Agreement shall be amended in its entirety to read as follows:


“4.                    Equity
Participation.


a.         On the Effective Date,
Linguagen shall issue to MSSM a number of shares of Linguagen capital stock
which, without giving effect to such issuance, shall equal ten percent (10%) of
the then-outstanding capital stock of Linguagen (assuming full conversion of
all then-outstanding convertible securities and full exercise of any
then-outstanding options and warrants). Attached on Exhibit 2 hereto is a true
and correct schedule, setting forth the total number of shares of capital stock
of Linguagen outstanding as of the date hereof (including all then-outstanding
convertible securities, options and warrants) and the number of shares of
capital stock of Linguagen to be issued to MSSM pursuant to this Section 4.a.


b.         In case, at any time
after the date hereof, Linguagen enters into subsequent rounds of financing in
which shares of its capital stock (or securities convertible or exchangeable
into such capital stock) are issued, then, at the time each such issuance
becomes effective, MSSM, at no additional cost, shall receive a distribution of
such number of additional shares of common stock, so that MSSM shall maintain
an equity ownership interest equal to 5.5% of the then-outstanding capital
stock of Linguagen (assuming full conversion of all then-outstanding
convertible securities and full exercise of any then-outstanding options and
warrants). For purposes of the foregoing sentence, the fully-diluted
capitalization shall only include conversion of those options and warrants that
are issued and outstanding as of November 7, 2003, if any. Such issuance of
additional shares of common stock to MSSM shall continue until such time as the
Company has consummated an equity financing with the total gross proceeds to
the Company of $8,800,000; provided, however, that the Company’s obligations to
issue additional shares of Common Stock to MSSM shall end at such point as the
Company has raised $8,800,000, regardless of the total amount raised pursuant
to such equity financing.”











3.         Future Amendments


The parties hereby
covenant and agree that Exhibit 1 to the Agreement shall be amended further to
include the proposed patent applications relating to the inventions listed
below within ten (10) business days of the respective filing of such
applications with the USPTO, provided however, that such applications shall
have been filed by Linguagen within 120 days after the Amendment Effective Date
(as defined below):


	
  MSSM

  Docket #

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  
	
  030204

  	
   

  	
  Amino Terminal Domain (ATD) Fragments of TIR Taste
  Receptors Useful for Identifying Novel Taste Modifiers

  
	
   

  	
   

  	
   

  
	
  030205

  	
   

  	
  Amino Terminal Domain (ATD) Models of TIR Taste
  Receptors Useful for Predicting Novel Taste Modifiers

  



 


4.         Payment of Past Due
Amounts.


MSSM hereby acknowledges
and agrees that any amounts due and owing to MSSM pursuant to the Agreement as
of the date hereof, shall be paid on a “Payment Date” that is the earlier of
(i) the sixtieth day following the closing of an investment out of which
Linguagen receives gross proceeds of at least $2 million (the “Initial Closing”)
or (ii) the Second Closing (as such term is defined in the Series A Agreement)
and that, until the Payment Date, MSSM shall not take any action to collect
such amounts or declare an event of default under the Agreement for non-payment
thereof.


5.         Amendment
Effective Date.


(a)       This First Amendment shall
be effective on the date of, and contingent upon the occurrence of, the Initial
Closing (the “Amendment Effective Date”).


(b)       This First Amendment shall
cease to be effective and shall be of no further force and effect, if any and
all payments due and owing to MSSM are not received on the Payment Date.


6.                         Reference
to and Effect on the Agreement.


(a)       On and after the date
hereof, each reference to “this Agreement,” “hereunder,” “hereof,” “herein,” or
words of like import shall mean and be a reference to the Agreement as amended
hereby. No reference to this First Amendment need be made in any instrument or
document at any time referring to the Agreement, a reference to the Agreement
in any such instrument or document to be deemed to be a reference to the
Agreement as amended hereby.











(b)       Except as expressly amended
by this First Amendment, the provisions of the Agreement shall remain in full
force and effect.


7.                         Governing
Law.


This First Amendment
shall be governed by and its provisions construed and enforced in accordance
with the laws of the State of New York, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws.


8.                         Counterparts.


This First Amendment may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute a single instrument.


*************











IN
WITNESS WHEREOF, the parties hereto have, by their authorized
agents, affixed their signatures as of the date set forth above.


	
  

  	
  LINGUAGEN CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shawn M.
  Marcell

  
	
   

  	
   

  	
  Name:

  	
  Shawn M. Marcell

  
	
   

  	
   

  	
  Title:

  	
  EVP & COO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  MOUNT SINAI SCHOOL OF MEDICINE OF NEW

  YORK UNIVERSITY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey S.
  Silberstein

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey S. Silberstein

  
	
   

  	
   

  	
  Title:

  	
  EVP & Dean for Operations

  
					



 


[Signature Page to First Amendment to Amended and

Restated License Agreement]