Exhibit 10.5


 


THE
COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL
PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED
IN THIS EXHIBIT WITH “*****”.







 


FIRST AMENDMENT


 


TO THE SUPPLY AGREEMENT


 


This
First Amendment (“First Amendment”) to the Supply Agreement
dated November 14, 2013 (the “Agreement”) is effective as of April
10, 2014 (the “First Amendment Effective Date”), by and between Anthrogenesis Corporation, a Delaware
corporation doing business as Celgene Cellular Therapeutics (“CCT”), and Alliqua, Inc., a Florida corporation
(“Alliqua”). Alliqua and CCT may each be referred to as a “Party” or collectively be referred
to as the “Parties”.


 


WHEREAS Alliqua and CCT entered into the
Agreement;


 


WHEREAS both Parties now wish to amend
the terms of the Agreement as further described in this First Amendment;


 


NOW and THEREFORE the Parties hereby
agrees as follows:


 


All capitalized terms used in this First
Amendment shall have the meaning ascribed to them in the Agreement, except as otherwise expressly stated herein.


 


 


 


		1.	As of the First Amendment Effective Date, Schedule 4.1 of the Agreement shall be deleted
and replaced in its entirety with Schedule 4.1 attached to this First Amendment. 



 


		2.	Performance under all other terms of the Agreement: Except as expressly amended hereby,
the Agreement shall remain in full force and effect as presently written, and the rights, duties, liabilities and obligations of
the Parties thereto, as presently constituted, will continue in full effect. This First Amendment is incorporated and made a part
of the Agreement between The Parties. This First Amendment, together with the Agreement, constitutes the entire agreement between
the Parties with respect to the subject matter contained therein, and together, supersede and replace any prior and/or contemporaneous
discussions, understandings, representations or agreements, whether written or oral, with respect to the subject matter thereof.



 


		3.	Counterparts: This First Amendment may be executed in two (2) or more counterparts, each
of which shall be deemed an original but all of which together shall constitute the same legal instrument. Facsimile or PDF execution
and delivery of this First Amendment by any Party shall constitute a legal, valid and binding execution and delivery of this First
Amendment by such Party. The Parties to this document agree that a copy of the original signature (including an electronic copy)
may be used for any and all purposes for which the original signature may have been used. The Parties agree they will have no rights
to challenge the use or authenticity of this document based solely on the absence of an original signature.



 


[Signature page follows]


  



    	 



    	 



    




  


THE
COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL
PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED
IN THIS EXHIBIT WITH “*****”.







 


 


 


IN WITNESS WHEREOF,
each of the Parties has caused this First Amendment to be executed, as of the First Amendment Effective Date, by its duly authorized
officer or representative.


  


	ANTHROGENESIS CORPORATION 	 	ALLIQUA, INC.	 
	 	 	 	 	 	 
	By: 	/s/ Perry Karsen 	 	By:	/s/ David Johnson 	 
	Name:	Perry Karsen 	 	Name:  	David Johnson	 
	Title: 	Chief Executive Officer	 	Title: 	Chief Executive Officer	 





  




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THE
COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL
PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED
IN THIS EXHIBIT WITH “*****”.




 


SCHEDULE 4.1


 


BIOVANCE
PURCHASE PRICE


 


 


 


Purchase Price per unit of Manufactured Products, by unit dimensions:


  


 


	Unit Dimensions of Manufactured Products	Purchase Price Per Unit of Manufactured Products
	[****]	[****]
	[****]	[****]
	[****]	[****]
	[****]	[****]


 


 


Maximum dimension of Manufactured Products: [****]


 






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