Exhibit
10.65


 


PRC
AMENDMENT 


 


TO
THE SECOND AMENDMENT TO THE LICENSE AGREEMENT


 


This
amendment to the Second Amendment to The License Agreement (herein referred to as the “PRC Amendment”) 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 a certain amended License Agreement effective May 1, 2018 (the “License Agreement”), that
replaced in its entirety the original license agreement between the parties dated September 30, 2014;


 


WHEREAS,
effective December 31, 2018, the Parties entered into the Second Amendment to the License Agreement (“Second Amendment”)
to clarify, among other things, that the “Territory” of the License Agreement includes “the Republic of China”;
and


 


WHEREAS,
the Parties have decided to effect a minor amendment for the avoidance of confusion by stating clearly that the parties intended
to refer to the People’s Republic of China in stating “the Republic of China” in the Second Amendment and did
not intend that such reference refer to The Republic of China, also known as Taiwan;


 


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.
Replacement of Country Reference. In Section 1.1 of the Second Amendment the parties hereby replace the country reference
of “the Republic of China” with “the People’s Republic of China” so that the “Territory”
of the License Agreement properly reflects the intent of the parties and avoids confusion.


 


2.
Interpretation. Except for this clarifying amendment as to the above country reference, all terms and conditions set forth
in the License Agreement by action of this PRC Amendment shall remain unchanged and in full force and effect.


 


3.
Entire Agreement. This PRC Amendment, in conjunction with the License Agreement and subsequent amendments, 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.


 


4.
Counterparts. This PRC Amendment may be executed in any number of duplicate 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 duplicate 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 Fourth 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


 




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