Exhibit
10.60


 


AMENDMENT
TO THE SECOND AMENDMENT TO THE LICENSE AGREEMENT


 


This
amendment (“Third Amendment”) to the Second Amendment to The License Agreement is effective December 31, 2018 (“Effective
Date”) by and between Cytocom Inc., a for profit corporation duly organized and existing under the laws of the Commonwealth
of Delaware, having an office at 3001 Aloma Ave, Winter Park, FL 32792 (“CYTO”), and Immune Therapeutics Inc., a Florida
Corporation, having an office at 2431 Aloma Ave #124 Winter Park, FL 32792 (“IMUN and or Company or Licensee”). CYTO
and Licensee may each be referred to individually as “Party” and collectively as “Parties”.


 


WITNESSETH


 


WHEREAS,
the Parties entered into that certain Amended License Agreement, effective May 1, 2018 (the “License Agreement”);
and


 


WHERAS,
as a consequence of the License Agreement, the Company deconsolidated CYTO as of May 1, 2018 in its financial reporting, and following
that date has accounted for its retained interest in CYTO under the equity method of accounting;


 


WHERAS,
effective December 31, 2018, the Parties entered into the Second Amendment to the License Agreement (“Second Amendment”)
to clarify and confirm certain obligations of the Parties incurred by either Party before the December 31, 2018 that would become
the sole obligations of CYTO on and after that date (“Debt Obligations”);


 


WHEREAS,
the Parties have determined that additional clarification and confirmation is needed with respect to the Debt Obligations;


 


NOW
THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth herein and for good and valuable
consideration, the adequacy and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.
Definitions. For purposes of this Third Amendment, all capitalized terms shall
have the meaning ascribed by the License Agreement unless expressly amended herein.


 


	1.1  	“Accounts
    Payable” means those accounts payable obligations and accrued liabilities as specified in Schedule A “Cytocom
    Inc. Accounts Payable and Accrued Obligations” attached hereto.
	 	 
	1.2
    	“Notes
    Payable” means those obligations owed under certain promissory notes as specified in Schedule B “Cytocom Inc.
    Notes Payable” hereto.


 


2.
 Cancellation and Replacement of Schedule 1 of the Second Amendment. The Parties
hereby agree that Schedule 1 of the Second Amendment will be cancelled and replaced in its entirety by Schedule A “Cytocom
Inc. Accounts Payable and Accrued Obligations” attached hereto.


 


3. Cancellation
and Replacement of Schedule 2 of the Second Amendment. The Parties hereby agree that Schedule 2 of the Second Amendment will
be cancelled and replaced in its entirety by Schedule B “Cytocom Inc. Notes Payable” attached hereto.


 


4. Interpretation.
Except to the extent specifically amended by this Second Amendment, all terms and conditions set forth in the License Agreement
shall remain unchanged and in full force and effect.


 


5.
 Entire Agreement. This Third Amendment, in conjunction with the License Agreement
and Second Amendment, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes
any prior understandings, agreements or representations between the Parties, written or oral, relating to the subject matter hereof.


 


6.
 Counterparts. This Third Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original as against a Party whose signature appears thereon, and each of which shall together
constitute one and the same instrument. Any counterpart signature page delivered by electronic means or by facsimile transmission
shall be deemed to have the same force and effect as an originally executed signature page.


 


[SIGNATURES
APPEAR ON FOLLOWING PAGE]


 




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IN
WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have each caused a duly authorized representative to
execute this Third Amendment on the day and year set forth below.


 


	LICENSEE:
    	 	LICENSOR:
    
	Immune
    Therapeutics, Inc.	 	Cytocom,
    Inc.
	 	 	 
	By:	/s/
    Kevin Phelps	 	By:	/s/
    Michael Handley
	Name:
    	Kevin
    Phelps	 	Name:
    	Michael
    Handley
	Title:
    	Chief
    Executive Officer	 	Title:
    	President
	Date:	May
    12, 2020	 	Date:	May
    12, 2020


 




    	Page 2 of 5



    	 



    

 


Schedule
A


 


Cytocom
Inc. Accounts Payable and Accrued Obligations


 





	Vendors and Accounts Payable	 	Amount ($)	 
	Advanced Biostrategies, Inc.	 	$	7,500.00	 
	Aronstam Management Services Inc	 	 	 36,000.00 	 
	Austin Legal Group APC	 	 	 37,500.00 	 
	Birch Stewart Kolash Birch LLP	 	 	 20,570.00 	 
	ClearTrust, LLC	 	 	 750.00 	 
	Cooley LLP	 	 	103,655.92	 
	Corporate Creations	 	 	561.85	 
	Dr. Jill Smith	 	 	 24,670.00 	 
	Dr. Nicholas J. Sisti Esq.	 	 	(500.00	)
	Elisa DeLaet Jagerson	 	 	37,500.00	 
	Emas Pharma	 	 	10,000.00	 
	Gateway Medical, LLC	 	 	65,000.00	 
	Husch Blackwell LLP	 	 	4,586.70	 
	Jacqueline Young	 	 	170,000.00	 
	LDN Research Group LLC	 	 	 74,670.00 	 
	Molski Management Services Inc	 	 	 25,000.00 	 
	The Pennsylvania State University	 	 	 8,747.00 	 
	TOTAL	 	$	 626,211.47 	 





 




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Schedule
A (continued)


 


Cytocom
Inc. Accounts Payable and Accrued Obligations


 


	Creditors and Accrued Obligations	 	Amount ($)	 
	Noreen Griffin	 	$	520,000.00	 
	Kelly Wilson	 	 	32,000.00	 
	Robert Wilson	 	 	32,000.00	 
	TOTAL	 	$	584,000.00	 




 




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Schedule
B


 


Cytocom
Inc. Notes Payable


 


	Borrower at Date of Note Signing	 	Effective Date of Note	 	Note Holder/ Lender	 	Principal Amount of Note ($)	 	 	Maturity Date	 	Accrued Interest 
 & Fees at 12/31/2018 ($)	 	 	Total Owing at 12/31/2018 ($)	 
	Cytocom	 	6/16/2015	 	MJW Properties	 	$	25,000.00	 	 	9/30/2015	 	$	3,775.00	 	 	$	28,775.00	 
	Cytocom	 	9/30/2015	 	Richard Gostanian	 	 	400,000.00	 	 	9/30/2016	 	 	104,153.42	 	 	 	504,153.42	 
	Cytocom	 	1/8/2016	 	RJ Dailey	 	 	80,000.00	 	 	1/8/2017	 	 	12,011.00	 	 	 	92,011.00	 
	Cytocom	 	2/8/2016	 	Paul Akin	 	 	50,000.00	 	 	2/8/2017	 	 	14,479.45	 	 	 	64,479.45	 
	Immune	 	3/9/2016	 	Paul Akin	 	 	20,000.00	 	 	3/8/2017	 	 	5,705.56	 	 	 	25,705.56	 
	Immune	 	9/30/2016	 	Paul Akin	 	 	25,000.00	 	 	9/30/2017	 	 	2,448.75	 	 	 	27,448.75	 
	Immune	 	11/1/2016	 	Richard Gostanian	 	 	275,000.00	 	 	11/1/2017	 	 	26,422.92	 	 	 	301,422.92	 
	Immune	 	12/31/2016	 	Richard Gostanian	 	 	30,000.00	 	 	2/18/1982	 	 	2,777.50	 	 	 	32,777.50	 
	Immune	 	3/31/2017	 	Paul Akin	 	 	5,000.00	 	 	3/31/2018	 	 	436.67	 	 	 	5,436.67	 
	Immune	 	9/30/2017	 	Paul Akin	 	 	25,000.00	 	 	9/30/2018	 	 	1,916.46	 	 	 	26,916.46	 
	Cytocom	 	3/31/2018	 	Jared Kroeger	 	 	50,000.00	 	 	3/31/2019	 	 	1,909.72	 	 	 	51,909.72	 
	Cytocom	 	3/31/2018	 	Richard Gostanian	 	 	101,000.00	 	 	3/31/2019	 	 	3,857.64	 	 	 	104,857.64	 
	Cytocom	 	3/31/2018	 	RJ Dailey	 	 	70,000.00	 	 	3/31/2019	 	 	6,307.29	 	 	 	76,307.29	 
	Cytocom	 	3/31/2018	 	Susan St Ledger	 	 	75,000.00	 	 	3/31/2019	 	 	2,864.58	 	 	 	77,864.58	 
	Cytocom	 	5/14/2018	 	Susan St Ledger	 	 	50,000.00	 	 	5/14/2019	 	 	1,604.17	 	 	 	51,604.17	 
	Cytocom	 	6/30/2018	 	Paul Akin	 	 	10,000.00	 	 	6/30/2019	 	 	255.56	 	 	 	10,255.56	 
	Cytocom	 	6/30/2018	 	Richard Gostanian	 	 	37,500.00	 	 	6/30/2019	 	 	958.33	 	 	 	38,458.33	 
	Cytocom	 	6/30/2018	 	RJ Dailey	 	 	50,000.00	 	 	6/30/2019	 	 	1,277.78	 	 	 	51,277.78	 
	Cytocom	 	7/1/2018	 	Alan Cunningham	 	 	83,000.00	 	 	7/1/2019	 	 	2,080.68	 	 	 	85,080.68	 
	Cytocom	 	7/13/2018	 	Alan Cunningham	 	 	10,000.00	 	 	7/13/2019	 	 	237.50	 	 	 	10,237.50	 
	Cytocom	 	8/23/2018	 	Richard Kelley	 	 	10,000.00	 	 	12/23/2018	 	 	575.83	 	 	 	10,575.83	 
	Cytocom	 	9/30/2018	 	Richard Gostanian	 	 	62,000.00	 	 	9/30/2019	 	 	792.22	 	 	 	62,792.22	 
	Cytocom	 	9/30/2018	 	RJ Dailey	 	 	30,000.00	 	 	9/30/2019	 	 	383.33	 	 	 	30,383.33	 
	TOTAL	 	 	 	 	 	$	1,573,500.00	 	 	 	 	$	197,231.36	 	 	$	1,770,731.36	 




 




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