Exhibit 10.3


 


 


 


January
2, 2013


 


 


Dr. Allan L. Goldstein


P.O. Box 29


Reedville,Va 22539


 


		Re:	First Amendment to Temporary Employment Terms



 


Dear Allan:


 


This
letter agreement (the “Amendment”) amends certain of the terms and conditions relating to your employment with
RegeneRx Biopharmaceuticals, Inc. ( “Company”) that were set forth in that Temporary Employment Terms
Letter Agreement dated July 2, 2012, executed by you and the Company (collectively, the “Employment Agreement”).
As provided at the end of this letter, you may accept this Amendment by signing and returning to us a counterpart copy of this
letter, which signature and return will result in this Amendment being binding between the Company and you as to the matters set
forth herein, as of January 1, 2013 (the “Effective Date”). Defined terms that are not defined herein shall
have the meaning assigned to them in the Employment Agreement.


 


1.The Employment Agreement
shall be amended by replacing the date of “December 31, 2012” throughout the Employment Agreement with “June
30, 2013.”


 


2.The second to the last
paragraph of the Employment Agreement is hereby amended and restated in its entirety as follows:


 


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 12, 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. The parties have entered into a separate Amended
and Restated Change in Control Agreement between you and Company dated July 2, 2012 (the “CIC Agreement”). This separate
agreement governs other aspects of the relationship between the parties, has or may have provisions that survive termination of
your employment under this Agreement, may be amended or superseded by the parties without regard to this Agreement, and is enforceable
according to its terms without regard to the enforcement provision of this Agreement. Pursuant
to Section 8 of the CIC Agreement, the parties agree to extend the deadline to consummate a Change in Control from December
31, 2012, to June 30, 2013.


 


 


 





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


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


   






    	 



    	 	



    
 


 


3.Except
as herein modified or amended, no other term or provision of the Employment Agreement is amended or modified in any respect. Nothing
in this Amendment is intended to alter the at-will nature of your employment with the Company.


 


4.This Amendment,
together with your Employment Agreement and its exhibits (as expressly modified herein), constitute the complete, final and exclusive
embodiment of the entire agreement between the Company and you with regard to matters set forth herein, and supersede and replace
any other agreements (whether written or unwritten) you may have with the Company with regard to matters set forth herein. This
Amendment will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit
of both you and the Company, their heirs, successors and assigns. If any provision of this Amendment is determined to be invalid
or unenforceable, in whole or in part, this determination shall not affect any other provision of this Amendment and the provision
in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as
possible under applicable law. This Amendment may be executed in counterparts which shall be deemed to be part of one original,
and facsimile signatures shall be equivalent to original signatures.


 


To indicate your understanding and acceptance
of this Amendment, please sign and date below, and return this Amendment to me. You may retain the enclosed additional copy of
this Amendment for your files.


 


Sincerely,


 


RegeneRx Biopharmaceuticals, Inc.


 


		By:	/s/_J.J. Finkelstein



Name: J.J. Finkelstein


Title: President & CEO


 


 


Agreed to and Accepted:


 


 


/s/_Allan L. Goldstein


Allan L. Goldstein


 


January 2, 2013


Date