Exhibit
      10.2

    


    CONFIDENTIAL
      TREATMENT REQUESTED:
      Certain
      portions of this document have been omitted pursuant to a request for
      confidential treatment and, where applicable, have been marked with an asterisk
      (“[*****]”) to denote where omissions have been made. The confidential material
      has been filed separately with the Securities and Exchange
      Commission.

    


    AMENDMENT
      TO COLLABORATIVE RESEARCH AGREEMENT

     

    This
      Agreement is made the 19th day of June 2008. 

    


    BETWEEN
      

     

    (1)
      MEDICAL RESEARCH COUNCIL TECHNOLOGY whose principal office is situated at 1-3
      Burtonhole Lane, Mill Hill, London NW7 lAD, UK (hereinafter called "MRCT").
      

    


    AND
      

    


    (2)
      INTELLECT NEUROSCENCES, INC. whose principal place of business is situated
      at 7
      West 19th
      Street,
      New York, NY 10011, USA (hereinafter called "Intellect"). Hereinafter referred
      to collectively as "the Parties" or individually as "a Party." 

    


    
      	
              (A)
                

            	
              MRCT
                and Intellect entered into a Research Collaboration Agreement effective
                as
                of August 6, 2007 (the "Collaboration Agreement") pursuant to which
                MRCT
                agreed to conduct a project to humanize two of Intellect's murine
                antibodies; 

            


    

    


    
      	
              (B)
                

            	
              On
                May 13, 2008 (the "Effective Date"), Intellect entered into a License
                Agreement (the "Elan/Wyeth Agreement") by and among Intellect and
                AHP
                MANUFACTURING BV, acting through its Wyeth Medica Ireland Branch,
                (“Wyeth") and ELAN PHARMA INTERNATIONAL LIMITED ("Elan") to provide
                Wyeth
                and Elan (the "Licensees") with certain license lights under certain
                of
                Intellect's patents .and patent applications (the "Licensed Patents")
                relating to certain antibodies that may serve as potential therapeutic
                products for the treatment for Alzheimer's Disease (the "Licensed
                Products") and for the research, development, manufacture and
                commercialization of Licensed Products;


            


    

    


    
      	
              (C)

            	
              Pursuant
                to the Elan/Wyeth Agreement, Licensees collectively are obligated
                to pay
                Licensor (i) [*****] after the Effective Date of the Elan/Wyeth Agreement
                (the "Initial License Fee") and (ii) [*****] the grant by the European
                Patent Office of a Licensed Patent with at least one Valid Claim
                (as
                defined in the Elan/Wyeth Agreement) that covers (a) the [*****],
                (b) the
                method of manufacture for [*****] or (c) the use of [*****] for the
                treatment of [*****] or [*****] (as such terms are defined in the
                Elan/Wyeth Agreement) (the "European Patent Payment");
                

            


    

    


    
      	
              (D)

            	
              Intellect
                is in the process of raising further finance and as a result has
                requested
                that the financial terms of the Collaboration Agreement as relate
                to
                Antibody IN-NO1 are restructured. 

            


    

     

    
      	
              (E)
                

            	
              MRCT
                has agreed to such proposed restructuring on the terms and conditions
                set
                out in this Amendment Agreement. 

            


    

    


    
      	
              (F)

            	
              The
                terms of the Collaboration Agreement shall remain the same in relation
                to
                Antibody IN-C02. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOW
      IT IS
      HEREBY AGREED AS FOLLOWS

     

    1.
       DEFINITIONS
      AND INTERPRETATION 

     

    The
      defined terms used in this Amendment Agreement shall have the same meaning
      as
      set out in the Collaboration Agreement and the following additional defined
      terms shall apply: 

     

    "Intellect
      Financing" the closing of a debt, equity or royalty based financing of the
      Company during 2008 with a third party or parties. 

    


    "Intellect
      Warrants" shall mean those warrants to purchase common stock of Intellect as
      set
      out in the "Warrant to Purchase Stock” dated the same day as this Agreement.


    


    2,
       AMENDMENT
      TO COLLABORATION AGREEMENT

     

    2.1.1
       Clause
      3.1 of the Collaboration Agreement shall be deleted and replaced with the
      following clause: 

     

    "3.1
       Intellect
      shall pay to MRCT for undertaking To perform the humanisation work pursuant
      to
      the Research Collaboration the sum of [*****] for Antibody IN-NO1 and [*****]
      for Antibody IN-C02 (the "Initial Payment"). The initial Payment for each
      Antibody is non-refundable and shall be made as follows: 

     

    With
      respect to Antibody IN-NO1: 

     

    
      	
            	(i)	
              [*****]
                from the proceeds received by Intellect from the Initial Payment;
                and
                

            


    

    


    
      	
            	(ii)	
              [*****]
                from the proceeds received by Intellect from the European Patent
                Payment
                );and 

            


    

     

    With
      respect to Antibody IN-C02: 

     

    
      	 	
              (iii)

            	
              within
                thirty (30) days of the receipt by MRCT of the cell line producing
                Antibody IN-C02 from Intellect (as set out in Section 2.3) in relation
                to
                Antibody IN- C02. 

            


    

    


    
      	
              2.1.2

            	
              Clause
                3.2 of the Collaboration Agreement shall remain in full force and
                effect
                in relation to Antibody IN-C02 only. A new Clause 3.2A shall be inserted
                as follows: 

            


    

    


    "3.2A
       In
      consideration of the research efforts carried out by MRCT in, relation to
      Antibody IN-NO1 in accordance with the Research Plan, Intellect shall pay to
      MRCT research milestone payments ("IN-NO1 Research Milestone Payments")
      totaling[*****], which sum shall be payable within thirty (30) days of the
      closing of the Intellect Financing provided that such Intellect Financing has
      raised a minimum of [*****]. In the event that the Intellect Financing has
      raised less than [*****] but greater than [*****], then such IN-NO1 Research
      Milestone Payment shall be paid in a combination of cash and Intellect Warrants
      as follows: 

    


    Cash           =                [*****]

    


    Warrants    =                [*****]

    


    Where
      N =
      the amount of cash raised by Intellect pursuant to the Intellect Financing.
      

    


    In
      the
      event that Intellect raises less than [*****] pursuant to the Intellect
      Financing then the IN-NO1 Research Milestone Payments shall be payable in total
      as Intellect Warrants.

     

    (By
      way
      of example only, if Intellect raises [*****] pursuant to the Intellect financing
      then it shall pay to MRCT [*****] (being [*****] of the IN-NO1 Research
      Milestone Payments) in cash and the remaining [*****] shall be paid in Intellect
      Warrants.) The cash portion of the IN-NO1 Research Milestone Payments shall
      be
      paid by wire transfer in United States dollars to the account: of MRCT at
      [*****], or such other bank account as may be notified to Intellect by MRCT
      from
      time to time. 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              2.1.3

            	
              Clause
                4.4 of the Collaboration Agreement shall apply only to Antibody IN-C02
                and
                references to "each Designated Antibody" shall be deleted and replaced
                with "Antibody IN-C02". A new clause 4.4A shall be inserted as follows:
                

            


    

    


    "4.4A
       Regulatory
      Milestone Payments. In consideration of the rights, privileges and licenses
      granted herein, Intellect shall pay to MRCT in United States Dollars (US
      Dollars) each of the following regulatory milestone payments in respect of
      Antibody IN-NO1 ("Regulatory Milestone Payments"): 

    


    [*****]

    


    Each
      of
      the above Regulatory Milestone Payments shall become due and payable forthwith
      upon the corresponding payment becoming due and payable to Intellect by a
      development partner or Licensee or, where no such payment is payable to
      Intellect, on Intellect first receiving notification from the relevant
      regulatory authority of the granting of the Regulatory Approval upon which
      it is
      contingent, as specified above in this Section 4.2A. Where the sums payable
      above are the cash amounts rather than the [*****] of the negotiated Regulatory
      Milestone Payments received from a development partner or Licensee then such
      sums shall be payable fifty percent in cash and fifty percent in Intellect
      Warrants. 

    


    All
      other
      terms of the Collaboration Agreement shall remain in full force and effect.
      


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS whereof, 

     

    this
      Agreement has been executed by duly authorised officers of the parties hereto
      the date first above written. 

     

    Signed
      for and on behalf of Intellect Neurosciences, Inc. 

     

    
      	
              Signature
                

            	
              /s/
                Daniel Chain

            	 	
              Date:
                

            	
              June
                19, 2008

            	 
	 	 	 	 	 	 
	
              Name
                (Printed) 

            	
              Daniel
                Chain

            	 	
              Title:

            	
              Chairman
                and CEO

            	 


    

    


     

    Signed
      for and on behalf of Medical Research Council Technology 

     

    
      	
              Signature
                

            	
              /s/
                Carol L. Moore

            	 	
              Date:

            	
              June
                19, 2008

            	 
	 	 	 	 	 	 
	
              Name
                (Printed) 

            	
              Carol
                L. Moore

            	 	
              Title:

            	
              Director,
                Licensing and Agreements

            	 


    

    


    
      
        
        

      

      
        4