AMENDMENT NO. 1 TO 


 


LICENSE AGREEMENT


 


This AMENDMENT NO.1
TO LICENSE AGREEMENT (this “Amendment”) dated as of November 18, 2011 (the “Effective Date”)
is entered into by and among Panacea Pharmaceuticals, Inc., a corporation organized under the laws of Maryland (“Pharmaceuticals”),
having its principal place of business at 209 Perry Parkway, Suite 13, Gaithersburg, MD, and Panacea Global, Inc. (“Global”),
a corporation organized under the laws of Delaware, having its principal place of business at Suite 11, 260 Edgeley Blvd., Concord,
ON L4K 3Y4.


 


 


Recitals


 


WHEREAS, Pharmaceuticals
and Global entered into a License Agreement (the “License Agreement”) with accompanying exhibits attached thereto,
dated March 24, 2010 attached hereto as Exhibit A, pursuant to which Pharmaceuticals desired to grant, and Global desired
to receive, certain global licenses (with the exception of the United States) with respect to the development, use and marketing
of certain HAAH-based laboratory testing and reagents; and


 


WHEREAS, Pharmaceuticals
and Global had originally intended that the license and rights granted under the License Agreement be exclusive;


 


NOW, THEREFORE, in
consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the
parties hereto agree as follows:


 


Agreement


 


Section
1.                     
Defined Terms. Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined
herein shall have the meaning ascribed to them in the License Agreement.


 


Section
2.                     
Amendment to License Agreement. Section 2.1 of the License Agreement is hereby amended and restated in its
entirety as follows:


 


2.1LICENSE GRANT


 


Subject to the terms and conditions
of this Agreement, Pharmaceuticals hereby grants to Global an exclusive license, with rights of sublicense (as further described
below), under the Pharmaceuticals Patents and Pharmaceuticals Know-How to provide Licensed Services in the Territory.


 


Section
3.                     
Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the License Agreement,
is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and
after the Effective Date: (i) all references in the License Agreement to “this Agreement”, “hereto”, “hereof”,
“hereunder” or words of like import referring to the License Agreement shall mean the License Agreement as amended
by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions
of the License Agreement and this Amendment, the provisions of this Amendment shall control and be binding.


  


Section
4.                     
Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one
and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered
to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery
of an original.


 


[Signatures follow
on next page]


 






    	 



    	 



    
 


 


IN WITNESS WHEREOF,
the Pharmaceuticals and Global have caused this Amendment to be duly executed as of the date first written above.


 





	 	PANACEA PHARMACEUTICALS
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Hossen A. Ghanbari
	 	 	Name: Hossein A. Ghanbari
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	PANACEA GLOBAL, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Mahmood Moshiri
	 	 	Name: Mahmood Moshiri
	 	 	Title: Chief Executive Officer







 






    	 



    	 



    
 


Exhibit A 


 


[License Agreement]