aecomfourthamend120108.htm


    
      

    



    EXHIBIT
10.24

    96700/199

    112408

    FOURTH AMENDMENT
AGREEMENT

    


    


    This Fourth Amendment Agreement is made
effective December 1, 2008 by and between Albert Einstein College of Medicine of
Yeshiva University, a Division of Yeshiva University, a corporation organized
and existing under the laws of the State of New York, having an office and place
of business at 1300 Morris Park Avenue, Bronx, New York  10461
("AECOM") and Applied NeuroSolutions, Inc. (formerly known as Molecular
Geriatrics Corp.), a corporation organized and existing under the laws of the
State of Delaware, having an office and place of business at 50 Lakeview
Parkway, Suite 111, Vernon Hills, Illinois  60061
("Licensee").

    


    Statement

    


    AECOM and Licensee are parties to (1) a
License and Collaborative Research Agreement dated February 1, 1994, as amended
by an Amendment Agreement executed on March 20, 2002, a Second Amendment
Agreement effective September 21, 2002, and a Third Amendment Agreement
effective October 30, 2006, (collectively, "the 1994 Agreement") and (2) a
License and Collaborative Research Agreement effective July 1, 1993, as amended
by an Amendment Agreement executed on July 9, 1993, an Amendment Agreement
executed on March 20, 2002, a Second Amendment Agreement effective September 21,
2002, and a Third Amendment Agreement effective October 30, 2006, (collectively,
"the 1993 Agreement").  The parties now wish to make changes to
certain terms that were added to both the 1993 Agreement and the 1994 Agreement
by the Amendment Agreement executed on March 20, 2002 (“the March 2002 Amendment
Agreement”) and the Second Amendment Agreement effective September 21, 2002
(“the September 2002 Amendment Agreement”).

    


    NOW, THEREFORE, in consideration of the
mutual covenants contained in the 1993 Agreement, the 1994 Agreement, the March
2002 Amendment Agreement, the September 2002 Amendment Agreement, the Third
Amendment Agreement and in this Fourth Amendment Agreement and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

    


    
      
        
        

      

      
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    1.           Paragraph
3 of the March 2002 Amendment Agreement is hereby amended as
follows:  The license maintenance payments due January 1, 2009 and
July 1, 2009 are deferred until (i) December 31, 2009 or (ii) ten (10) days
after Licensee receives an additional US$3, 500,000 in capital, whichever occurs
first.

    


    2.           Paragraph
3(c) of the September 2002 Amendment Agreement is hereby amended so that the due
dates for the November 1, 2008, February 1, 2009, May 1, 2009 and August 1, 2009
quarterly research support payments are all changed to December 1,
2008.

    


    3.           Licensee’s
failure to make any of the payments required by paragraphs 1 and 2 above shall
constitute a material breach of both the 1993 Agreement and the 1994
Agreement.

    


    4.           The
applicable provisions of this Fourth Amendment Agreement shall be deemed to be
incorporated into the 1993 Agreement, the 1994 Agreement, the March 2002
Amendment Agreement and the September 2002 Amendment Agreement in full and to be
an integral part thereof as though fully set forth therein.  With the
exception of the above amendments, all other provisions of the 1993 Agreement,
the 1994 Agreement, the March 2002 Amendment Agreement and the September 2002
Amendment Agreement shall remain in full force and effect.

    


    


    IN WITNESS WHEREOF, the parties hereto
have entered into and executed this Fourth Amendment Agreement on the date first
above written.

    


    


    
      	
              ALBERT
      EINSTEIN COLLEGE

            	
              APPLIED
      NEUROSOLUTIONS, INC.

            


    

    OF
MEDICINE OF YESHIVA

    UNIVERSITY

    


    


    By:   _________________________                                                                                                By:   ___________________________

    


    Name:________________________                                                                                                Name:__________________________

    


    Title:_________________________                                                                                               Title:___________________________

    


    


    


    


    Agreed
to and accepted by:

    


    


    


    ______________________                                                                                       Date:_____________________

    Dr. Peter
Davies

    
 

     

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