Exhibit
10.8


 





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Confidential
portions of this document have been redacted and omitted pursuant to a Request for Confidential Treatment filed with the Securities
and Exchange Commission (the “SEC”) pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The
redacted and omitted portions are indicated with the notation “*” and have been filed separately with the SEC.


 


AMENDMENT
NO. 2 TO STUDY AGREEMENT


Between


Merck
Sharp & Dohme Corp.


and


Enumeral
Biomedical Holdings Inc.


 


This
Amendment No. 2 to Study Agreement (the “Second Amendment”) is dated as of May 31, 2017, (“Second Amendment
Effective Date”), by and between Merck Sharp & Dohme Corp., a New Jersey corporation, having a place of business at
One Merck Drive, Whitehouse Station, NJ 08889-0100 (“Merck”) and Enumeral Biomedical Holdings Inc., a Delaware corporation,
having a place of business at 200 Cambridge Park Drive, Suite 2000, Cambridge, MA 02140 (“Enumeral”). This Second
Amendment amends that certain Study Agreement, dated as of December 17, 2014, by and between Merck and Enumeral (the “Agreement”),
and amended February 16, 2016 (the “Amendment”). Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Agreement.


 


Merck
and Enumeral desire to amend the terms of the Agreement and Amendment to extend the Term of the Agreement and modify and define
the aims of the Work Plan. In consideration of the mutual covenants and promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


		1.	Section
                                         5 of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:



 


“5.        Term.


 


This
Agreement shall be effective on the date of the last signature (the “Effective Date”. The term of this Agreement shall
expire on the earlier of delivery of the Final Report or the three (3) year anniversary of the Effective Date, unless extended
in writing by mutual agreement and subject to early termination as provided in Paragraph 13 (the “Term”).”


 


		2.	The
                                         revised Work Plan included in Attachment A of the Amendment is deleted in its entirety
                                         and the Work Plan included entitled “Attachment A-1” and attached to this
                                         Second Amendment is inserted in lieu thereof.



 


Except
as explicitly set forth herein, the terms and conditions of the Agreement and the Amendment remain unchanged and in full force
and effect.


 


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IN
WITNESS WHEREOF, the Parties have caused this Second Agreement to be executed by their duly authorized representatives, effective
as of the Second Agreement Effective Date.


 


	MERCK SHARP & DOHME CORP.	 	ENUMERAL BIOMEDICAL HOLDINGS INC.
	 	 	 
	

        By
        /s/ Benjamin Thorner
	 	

        By
        /s/ Matthew A. Ebert

	 	 	 
	Benjamin
        Thorner
	 	Matthew
        A. Ebert

	Name	 	Name
		 	
	

        SVP
        & Head of BD&L
	 	

        General
        Counsel and Corporate Secretary

	Title	 	Title
	 	 	 
	

        5/31/2017
	 	

        31
        May 2017

	Date	 	Date



 



    


     

    




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ATTACHMENT
A-1


Amended
Work Plan


*