EXHIBIT
10.10


 


AMENDMENT
TO THE RESEARCH AGREEMENT BETWEEN IASO BIOMED US INC., AND THE RESEARCH INSTITUTE OF THE MCGILL UNIVERSITY HEALTH CENTRE


 


This
Amendment Number Two (this “Amendment”) to the Research Agreement between IASO Biomed, Inc. and the Research Institute
of the McGill University Health Centre, effective January 8, 2016


 


IS
ENTERED INTO BY AND AMONG:


 


The
Research Institute of the McGill University Health Centre, a legal person duly constituted having a place of business at 2155
Guy Street, Suite 500, Montreal, Quebec, H3H 2R9, Canada, represented by Cinzia Raponi CPA, CMA, Director, Administration, duly
authorized for the purposes hereof as she so declares;


 


(hereinafter
referred to as “Institute”)


 


and


 


IASO
Biomed US Inc., with a place of business located at 7315 East Peakview Avenue, Centennial, Colorado 80111 (“hereinafter
referred to as IASO Biomed US Inc”)


 


 PREAMBLE




 


WHEREAS
Research Program is subject in the Research Agreement executed between IASO Biomed US Inc., and the Institute, effective as
of January 8, 2016 (the “Research Agreement”); and as further amended through a written amendment agreement
effective as of March 24, 2017 (“Amendment One”); and


 


WHEREAS
Research Program has been completed as determined by receipt by IASO Biomed US Inc., of the Final Report pursuant to Paragraph
4.2 in the Research Agreement; and


 


WHEREAS
IASO Biomed, Inc., has provided support in the form of a Two Hundred and Sixty Thousand US Dollar (US$260,000.00) investment
for the Research Program (capitalized terms used herein, but not defined, shall have the meaning ascribed to them in the Research
Agreement) pursuant to which the researcher affiliated with the “Institute” has conducted a series of research activities;
and


 


WHEREAS
the funding of the Research Program is subject to certain terms and conditions set forth in the Research Agreement; and


 




    	 		 



    	 	 	 



    

 


WHEREAS
Institute and IASO Biomed US Inc. agree that the Research Program shall continue in accordance with Exhibit A, incorporated
in the Research Agreement; and


 


WHEREAS
IASO Biomed US Inc. has agreed to provide additional funding for the Research Program as further detailed in Section 2 below;
and


 


WHEREAS
the Parties wish to amend the Research Agreement to reflect this Additional Funding


 


NOW,
THEREFORE, in consideration of mutual promises, and subject to the terms and conditions herein contained, the Parties hereby
agree as follows:


 


 1. DEFINITIONS




 


In
this Amendment, if not otherwise defined, the capitalized words and phrases shall have the meaning ascribed to them in the Research
Agreement.


 


2.
ADDITIONAL FUNDING


 


	2.1.	Section
    3.1, of the Research Agreement and Section 2.2 of Amendment One shall apply for the term of this Amendment, with an additional
    budget of One Hundred Thousand US Dollars (US$100,000.00) (“Additional Funding”).
	 	 
	2.2.	The
    Additional Funding amount has been or will be paid as set forth below:


 


	 	(a)	Sixty
    Five Thousand US Dollars (US$65,000.00) (inclusive of 30% institutional overhead), of the Additional Funding amount has been
    paid following IASO Biomed US Inc.’s receipt of invoice #18309 from Institute;
	 	 	 
	 	(b)	Thirty
    Five Thousand US Dollars (US$35,000.00) (inclusive of 30% institutional overhead), of the Additional Funding amount will be
    payable by IASO Biomed US Inc. as soon as is practicable following execution of this Agreement and upon IASO Biomed US Inc.’s
    receipt of an invoice by the Institute.


 


3.
GENERAL


 


	3.1	No
    Other Modification. Unless modified by this Amendment, the remainder of the Research Agreement remains unchanged;



 



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	3.2	Governing
    Law. Any disputes or claims arising under this Amendment shall be governed by the laws of the Province of Quebec and the
    laws of Canada applicable therein, without regard to conflicts of laws principles. The Parties hereby acknowledge that the
    Courts of the Province of Quebec, Canada, shall have exclusive and preferential jurisdiction to entertain any complaint, demand,
    claim or cause of action whatsoever arising out of this Agreement. The Parties hereby agree that if either of them commences
    any such legal proceedings, they will only be commenced in the Courts of the Province of Quebec, Canada, and hereby irrevocably
    submit to the exclusive jurisdiction of said Courts.
	 	 
	3.3	Notices. All
    written communications including any notice, payment or report, required or permitted under this Amendment, shall     be
    deemed to have been sufficiently given if mailed by prepaid, first-class mail to the following addresses or such other
    persons or addresses as shall hereafter be furnished by written notice to the other parties:


 


If
to Institute:


 


The
Research Institute of the McGill University Health Centre


2155
Guy Street, 5th Floor


Montreal
QC H3H 2R9, Canada


Attention:
Ms. Cinzia Raponi, CPA, CMA


Director,
Administration


 


If
to IASO Biomed US Inc:


 


7315
East Peakview Avenue,


Centennial,


Colorado
80111, USA


Attention:
Mr. Richard Schell


 


	3.4	Integration
    Clause. This Amendment and the Research Agreement represents and embodies all the agreements and negotiations between
    the parties hereto and no verbal agreements or correspondence prior to the date of execution of this Amendment shall be held
    to vary the provisions hereon.
	 	 
	3.5	Modifications
    and Changes. This Amendment and the research contemplated hereunder may not be amended, modified or extended unless by
    the mutual written consent of the parties hereto. Such consent shall be in writing and shall be executed by the parties prior
    to the time such amendment, modification or extension shall take effect.
	 	 
	3.6	Language.
    The Parties hereto agree that this document be drawn up in English. Les Parties aux présentes conviennent que ce document
    soit rédigé en anglais.


 


Signature
page follows


 




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IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorised representatives.


 


	IASO
                                         BIOMED US INC.


	 	THE
    RESEARCH INSTITUTE OF THE McGill University Health CENTRE 
	 	 	 
	By:	/s/
    Richard M. Schell	 	By:	/s/
                                         Cinzia Raponi

	Name:
	Richard
    M. Schell	 	Name:	Cinzia
                                         Raponi, CPA, CMA

	Title:	Chief
                                         Executive Officer
	 	Title:	Director,
                                         Administration

	Date:
    	December
    20, 2018	 	Date:	January
    8, 2019


 






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