frm10k-ex105_bbmh.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT 10.5


           

          


        

      

    


    


    FIRST
AMENDMENT

    


    TO

    


    AGREEMENT
FOR PURCHASE AND SALE OF ASSETS

    


    


    First
Amendment (this “Amendment”),
dated as of January 12, 2009, to the Agreement for Purchase and Sale of Assets
(the “Original
Agreement”) dated as of November 12, 2008 between BBM Holdings, Inc., a
Utah Corporation, and Dr. Shalom Hirschman.  All capitalized terms not
otherwise defined in this Amendment shall have the meaning ascribed to them in
the Original Agreement.

    


    WHEREAS,
Section 6.1 of the Original Agreement provides that the Closing Date shall occur
on or before January 13, 2009; and

    


    WHEREAS,
each of the parties desire to amend Section 6.1 of the Original Agreement to
provide that the Closing Date shall occur on or before February 27,
2009.

    


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

    


    1. Amendment to the Original
Agreement.

    


    
      	
              (a)  

            	
              The
      definition of “Closing Date” in Section 6.1 of the Original Agreement is
      hereby amended from “January 13, 2009 or such other date as the parties
      may mutually agree” to “May 13, 2009 or such other date as the parties may
      mutually agree.”

            


    

    


    
      	
              (b)  

            	
              Section
      7.1(c) is hereby deleted in its entirety and replaced by the
      following:

            


    

    


    “           (c)           Buyer
may terminate this Agreement at any time for any reason or no reason, at its
sole and absolute discretion, on or prior to May 13, 2009 (the “Termination
Date”) by providing written notice to Seller.  Each of the
Parties hereby acknowledges that it is Buyer’s intention to conduct a due
diligence inquiry with respect to the Immunomodulator Assets and Buyer’s
ownership of such Assets prior to the Closing Date.”

    


    
      	
              (c)  

            	
              All
      references in the Original Agreement to “January 13, 2009” are hereby
      deleted in their entirety and replaced by “May 13,
  2009.”

            


    

    


    2. Except as
specifically provided in this Amendment, nothing herein contained shall
otherwise modify, reduce, amend or otherwise supplement the terms and provisions
of the Original Agreement, which shall remain in full force and effect in
accordance with its terms.

    


    [SIGNATURE
PAGE ON FOLLOWING PAGE]


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first written above.

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                BBM
      HOLDINGS, INC.

              
	 
      	 
      
	 
      	 
      
	
                By:

              	
                  /s/  Andrew
      Limpert

              
	 
      	
                Name:  Andrew
      Limpert

              
	 
      	
                Title:  President
      and CEO

              
	 
      	 
      
	 
      	 
      
	 
      	  /s/ Shalom Hirschman
	 
      	
                Shalom
      Hirschman