EXHIBIT 10.31


 


Second
Amendment to
Licensing
Agreement


 


This
Second Amendment
to Licensing
Agreement ("Second
Amendment")
is to
memorialize
the agreement
between PharmaCyte
Biotech,
Inc.,formerly
Nuvilex,
Inc. ("Licensee"),
and Austrianova
Singapore
Pte Ltd
("Licensor")
to amend,
effective as of
19 October
2015,
the Licensing
Agreement
between the
Parties dated
as of 1 December
2014 ("Licensing
Agreement")
as set forth below
. Defined
terms in
the Licensing
Agreement have
the same meaning
as the terms in this
Second Amendment.


 





	 	A.	The
Parties entered into
the Licensing
Agreement
to, among
other things,
provide
Licensee
with an exclusive
worldwide license
to use
the Cell-in-a-Box®
Trademark
and its
Associated
Technology
with genetically
modified
non-stem
cell lines
specifically
designed to
activate
members
of the Cannabinoid
family of molecules
to: (i)
conduct research;
(ii) have made by
Licensor; (iii)
use in preclinical
studies and
clinical trials;
(iv) obtain
marketing approval;
(v) and market
and sell products
and treatments
utilizing
the Cell-in-a-Box®
Trademark
and its
Associated Technology
world-wide;






 





	 	B.	The
Licensing
Agreement
provides Licensee
shall pay Licensor
an initial
payment
("Upfront
Payment")
of Two Million
Dollars US (USD
$2,000,000.00.
It further
provides that
Licensee shall
make periodic
monthly
partial payments
of the Upfront
Payment in amounts
to be agreed
upon between
the Parties
prior to
each such
payment
being made;
provided,
however
the Upfront
Payment
shall
be paid
in full by
no later
than 30 June
2015 ;



 





 


		C.	Effective
as of 30 June
2015, the Parties
extended the
date by which
the Upfront
Payment must be made
by Licensee
to 31 December
2015;
and



 


		D.	The
Parties desire
to further
extend the date
by which the
Upfront Payment
must be
made by Licensee to 30 June
2016.



 


NOW,
THEREFORE, for good
and valuable
consideration,
the receipt
and sufficiency
of which are
hereby acknowledged
by the
Parties,
the Research
Agreement is hereby
amended as follows:


 


1
.. Section
2.2 of the
Licensing
Agreement
shall
be deleted
and the
following inserted in
its place: "Subject
to the terms
of this
Agreement,
Licensee
shall pay
Licensor
an initial
payment
("Upfront
Payment")
of Two Million Dollars
US (USD
$2,000,000.00).
Licensee
shall make
periodic
monthly
partial payments of the
Upfront
Payment in
amounts
to be agreed upon
between the
Parties prior
to each such
payment being
made: provided,
however,
the Upfront
Payment shall
be paid in full by
no later
than 30 June
2016."


 


2.
Section 8.1.2.
of the Licensing
Agreement shall
be deleted
and the following
inserted
in its place:
"Similarly,
the License
may be terminated
and all rights
shall revert
to Licensor
if any of the
following
events
do not occur within
the timeframe
set forth in this Agreement
provided that
Licensor
gives Licensee
thirty (30) days'
notice
prior to the
effective
date of termination and
Licensee fails
to cure
the following
events
during
the thirty
(30) day period:
(i) if
Licensee
fails
to pay in
full the
Upfront Payment
by 30 June
2016; (ii)
if Licensee
does not enter
into a research program
involving
the Scope
of the Agreement
within three (3) years
of the Effective
Date; or
(iii)
if Licensee does
not enter
clinical
trials or their
equivalent
for a Product
within
seven (7) years from the
Effective
Date."


 








3.
Except as provided in this Second Amendment,
all of the other provisions of the Licensing Agreement
shall remain in full force and effect.


 


IN
WITNESS WHEREOF, each Party has
executed this First Amendment by
its duly authorized
representative as of the date first written above.


 





	PharmaCyte Biotech, Inc.	Austrianova
Singapore Pte Ltd
	 	 
	/s/ Kenneth L. Waggoner               	/s/ Brian Salmons              
	By: Dr. Kenneth L. Waggoner

                                    Title:
Chief Executive Officer

                                    
	By:

        Title:
	Dr. Brian Salmons
 Chief
Executive Officer