Exhibit
10.19(b)


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED.


 


TEXT
OMITTED FROM THIS EXHIBIT IS MARKED WITH [***]


 


AMENDMENT
NO. 1 (“Amendment”) dated as of October 30, 2001 to the LICENSE MODIFICATION AGREEMENT (the “Agreement”)
by and between University of South Florida Research Foundation, Inc. (“USFRF”) and Immuno-Rx, Inc., a Delaware corporation
(the “Company”).


 


The
Company and USFRF desire to amend the Agreement. All capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration
the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.
Amendment of Section 2(b). Section 2(b) of the Agreement is hereby deleted in its entirety
and replaced with the following:


 


“To
pay the Research Foundation the amount of: (i) [***] ($[***]) within five business days of the closing of the sale by Immuno-Rx
of preferred stock of Immuno-Rx for cash and (ii) [***] ($[***]) within five business days of the closing of a Qualified Financing
(as hereinafter defined). For the purposes of this Section, the term “Qualified Financing” shall mean [***].


 


2.
No Other Amendments. Except as expressly amended, modified and supplemented hereby, the provisions of the Agreement
and the License Agreements 1-4 (as defined in the Agreement) are and will remain in full force and effect and, except as expressly
provided herein, nothing in this Amendment will be construed as a waiver of any of the rights or obligations of the parties under
the Agreement and License Agreements 1-4.


 


3.
Governing Law. This Amendment and the right of the parties hereunder shall be governed by, and construed in accordance
with, the laws of the State of Florida, without giving effect to the rules governing the conflicts of laws.


 


4.
Descriptive Headings. Descriptive headings are for convenience only and will not control or affect the meaning or
construction of any provisions of this Amendment.


 


5.
Counterparts. This Amendment may be executed in any number of identical counterparts, each of which will constitute
an original but all of which when taken together will constitute but one instrument.


 


6.
Severability. In the event one or more of the provisions of this Amendment should, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other
provisions of this Amendment, and this Amendment shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


*
* * *


 




    	 



     


    

 


 


IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be signed by their duly authorized representatives
on the date first above written.


 


	 	IMMUNO-RX,
    INC.
	 	 
	 	By:	/s/
        John W. Hadden II

        

	 	 	John
        W. Hadden II

        

	 	 	Executive
        Vice President and Chief Financial Officer

        

	 	 	 
	 	UNIVERSITY
    OF SOUTH FLORIDA RESEARCH FOUNDATION, INC.  
	 	 
	 	By:	/s/
    Allen Kritwtz
	 	Name:	Allen
    Kritwtz
	 	Title:	Executive
    Director
	 	 	 
	 	By:	/s/
    S. David Stamps
	 	 	S.
        David Stamps

        

	 	 	President

        



 




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