Exhibit 10.35.1


 


 This Amending Agreement is made
the 1st day of April, 2005 between


 


NEIL R. CASHMAN ("Cashman"),
MARTY LEHTO ("Lehto") (together the "Assignors"), THE GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO ("University")
and AMORFIX LIFE SCIENCES LTD (the "Assignee") (collectively the "Parties").


 


The Parties entered into an assignment agreement
dated the 18th day of February, 2005 under which the Assignors with the permission of the University assigned and transferred
all rights, title and interest in their epitope protection technology to the Assignee (the "Assignment Agreement"); and


 


As partial consideration for the assignment of
rights the Assignee was required to fund further research at the University to develop the invention further under the supervision of
Cashman; and


 


If Assignee did not enter into a research agreement
with the University for at least $200,000.00 in research funding by April 30, 2005 the University or the Assignors could revoke the assignment
upon 60 days written notice; and


 


The imminent departure of Cashman from the University
has made those conditions impossible to achieve and thus the Parties now wish to amend the Assignment Agreement by reference herein; thus


 


The Parties hereby agree as follows:


 


		1.	Except as otherwise defined herein, any capitalized terms used in this Amending Agreement shall have the
meanings prescribed by the Assignment Agreement.



 


		2.	Article 3.1.2 of the Assignment Agreement is deleted and replaced by the following:



 


		3.1.2	fund further research to be conducted by or under the supervision of Cashman to develop the Invention
further;



 


		3.	The milestones in Article 5.3 of the Assignment Agreement are deleted and replaced by the following:



 


		5.3.1	a minimum of $1.2 million gross proceeds in financing to be raised by the Assignee or its successor or
affiliate



 


		5.3.2	a minimum of $200,000.00 spent by the Assignee or its successor or assignee on the further research and
development of the Invention.



 


		4.	The Assignee agrees to indemnify and hold harmless the University and the Assignors for any and all loss
or damages suffered by the Assignee with respect to further research and development of the Invention and the Assignee further releases
and relieves the University and the Assignors of all liabilities, duties and obligations, incurring as a result of the Assignee's inability
to undertake further research and development of the Invention at the University.



 






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		5.	All other terms of the Assignment Agreement remain unchanged and in full force and effect.



 


IN WITNESS WHEREOF the Parties have caused this
Agreement to be signed by their duly authorized officers as of the day and date first above written.


 


	SIGNED
    in the presence of:	 	 
	 	 	 
	/s/
    Vigen Nazarian	 	/s/
    Neil R. Cashman
	Name of Witness:
    Vigen Nazarian	 	NEIL
    R. CASHMAN
	 	 	 
	SIGNED
    in the presence of:	 	 
	 	 	 
	s/
    Vigen Nazarian	 	/s/
    Marty Lehto
	Name of Witness:
    Vigen Nazarian	 	MARTY
    LEHTO


 


	THE GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO	 	AMORFIX LIFE SCIENCES
    LTD
	 	 	 	 	 
	By:	/s/ Peter B.
    Munsche	 	By:	/s/ George Adams
	 	 	 	 	George Adams
	 	Peter B. Munsche	 	 	 
	 	Assistant Vice-President	 	 	 
	 	Technology Transfer	 	 	 
	 	University of Toronto	 	 	 


 






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