Exhibit 10.2


AMENDMENT
NO. 1 TO THE

PATENT AND TECHNOLOGY LICENSE AGREEMENT


 


This AMENDMENT NO. 1 effective this 11th
day of May, 2009 (“AMENDMENT NO. 1 EFFECTIVE DATE”), to the Patent and Technology License Agreement between the Parties
dated November 2, 2007 (for MDA 94-036 and MDA 97-004) (“ORIGINAL LICENSE”), is made by and between the BOARD OF REGENTS
(“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address
is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (hereinafter “UTMDACC”),
a component institution of SYSTEM, and BIO-PATH, INC. a Utah corporation having a principal place of business located at 2939 Harrison
Boulevard, Suite 230, Ogden, Utah, 84403 (“LICENSEE”) BOARD and LICENSEE may be referred to hereafter collectively
as the “PARTIES.”


 


RECITALS


 


A.                BOARD and LICENSEE desire to amend
the ORIGINAL LICENSE to add a new technology and reflect the PARTIES’ Original intent with respect to the originally licensed
technologies


 


NOW, THEREFORE, in consideration of the
mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the PARTIES hereby agree to the following:


 


AMENDED
TERMS


 


		1.	Exhibit I of the ORIGINAL LICENSE (which included MDA 94-036 and MDA 97-004) shall be deleted in
its entirety and replaced with the new Exhibit I attached hereto.



 


		2.	It is understood and agreed by LICENSEE that as a result of this AMENDMENT NO. I, BIO-PATH’s
obligation to pay out-of-pocket expenses under Section 4.1(a) of the ORIGINAL LICENSE includes, but is not limited to, those
expenses incurred in connection with MDA 96-020 and MDA99-033



 


		3.	The PARTIES acknowledge and agree that, except as set forth in this AMENDMENT NO. 1 the terms and
conditions of the ORIGINAL LICENSE shall remain in full force and effect.



 


IN WITNESS WHEREOF, the PARTIES hereto
have caused their duly authorized representatives to execute this AMENDMENT NO 1.


 


	BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM	 	BIO-PATH, INC.
	 	 	 	 	 
	By:	/s/ John Mendelsohn, M.D.	 	By: 	/s/ Peter H. Nielsen
	 	John Mendelsohn, M.D.	 	 	Peter H. Nielsen
	 	President	 	 	President and CEO
	 	The University of Texas	 	 	 
	 	M. D. Anderson Cancer Center	 	Date:   April 30, 2009
	Date:   May 11, 2009	 	 	 
	 	 	 	 	 
	THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER	 	 	 
	 	 	 	 	 
	By:	/s/ Leon Leach	 	 	 
	 	Leon Leach	 	 	 
	 	Executive Vice President	 	 	 
	 	The University of Texas	 	 	 
	 	M. D. Anderson Cancer Center	 	 	 
	 	 	 	 	 
	Date:   May 11, 2009	 	 	 
	 	 	 	 	 
	 	Approved as to Content:	 	 	 
	 	 	 	 	 
	By: 	/s/ Christopher C. Capelli, M.D.	 	 	 
	 	Christopher C. Capelli, M.D.	 	 	 
	 	Vice President, Technology Based Ventures	 	 	 
	 	Office of Technology Commercialization	 	 	 
	 	M. D. Anderson Cancer Center	 	 	 
	 	 	 	 	 
	Date:   May 5, 2009	 	 	 


 




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EXHIBIT
I


 


	MDA NO.	 	Inventors	 	Title	 	U.S. and foreign patent application

 / patent numbers
	MDA94-036	 	Gabiel Lopez-Berestein, M.D.; Ana Maria Tari, Ph.D	 	Liposomal Phosphodiester, Phosphorothioate, and and p-Ethoxy Oligonucleotides	 	
        U.S. Patent Nos 5,855,911;  6,042,846;
        7,176,302 and Ser # 11/674,563; PCI/US 1996/14146

        nationalized

        Canadian Ser No. 2,228,944;

        Japanese Ser No. 9-510642; European # 0847272

        nationalized

        0847272GB

        0847272DE

        0847272FR

	MDA96-009	 	Gabriel Lopez-Berestein, M.D.; Ana M. Tari, Ph.D; and Ralph Arlinghaus, Ph.D	 	Inhibition of chronic myelogenous leukemic cell growth by liposomal-antisense oligodeoxynucleotides targeting to Grb2 or Crk1	 	
        U S. Patent Nos. 7,309,692 and 7,220,853;

        Serial No 11/696,015 PCI/US1997/10101

        Nationalized

        Canadian Ser No. 2,259,144

        European 0912729  Nationalized

        European Divisional 1234876

        Nationalized

        1234876FR

        1234876DE

        1234876IT

        1234876ES

	MDA96-020	 	
        Mar Tormo, M.D.;

        Ana Tari, Ph.D;

        Gabriel Lopez-Berestein, M.D.; Timothy McDonnell,
        M.D., Ph.D
	 	Inhibition ofBcl-2 protein expression  by liposomal antisense oligos	 	
        U S. Patent Nos 6,977,244

        and 7,285,288;  PCT/US/1997/18348 Nationalized

        Canadian Serial No 2,266,584

        Japanese Serial No 10-516985

        Japanese Divisional 2007- 248267

        European 0939621

        Nationalized

        0939621DE

        0939621ES

        0939621FR

        09396211E

        093962ISE

        0939621GB

        09396211T

	MDA99-033	 	Ana Tari, Ph.D; Gabriel Lopez-Berestein, MD; and Yolanda Gutierrez-Puente	 	Small oligonucleotide with anti-tumor activity	 	09506797 PCI/US2001/40159


 




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