Exhibit 10.4



 


July 5, 2013


 


Dr. Allan L. Goldstein


P.O. Box 29


Reedville,Va 22539


 


		Re:	Second Amendment to Temporary Employment Terms and to Amended
and Restated Change in Control Agreement



 


Dear Allan:


 


This
letter agreement (the “Amendment”) amends certain of the terms and conditions relating to your employment with
RegeneRx Biopharmaceuticals, Inc. (“Company”) that were set forth in that Temporary Employment Terms
Letter Agreement dated July 2, 2012, executed by you and the Company, as amended by the First Amendment to Temporary Employment
Terms effective January 1, 2013 (collectively, the “Employment Agreement”) and amends certain terms of the Amended
and Restated Change in Control Agreement between you and RegeneRx Biopharmaceuticals,
Inc. dated July 2, 2012, as amended (the “CIC Agreement”). As provided at the end of this letter, you
may accept this Amendment by signing and returning to us a counterpart copy of this letter, which signature and return will result
in this Amendment being binding between the Company and you as to the matters set forth herein, as of July 1, 2013 (the “Effective
Date”).


 


The Employment Agreement and the CIC Agreement
shall be amended by replacing the date of “June 30, 2013” throughout the Employment Agreement and the CIC Agreement
with “December 31, 2013.” Except as herein modified or amended, no other term or provision
of the Employment Agreement or the CIC Agreement is amended or modified in any respect. Nothing in this Amendment is intended
to alter the at-will nature of your employment with the Company.


 


This Amendment, together with your Employment
Agreement and its exhibits (as expressly modified herein) and the CIC Agreement, constitute the complete, final and exclusive embodiment
of the entire agreement between the Company and you with regard to matters set forth herein, and supersede and replace any other
agreements (whether written or unwritten) you may have with the Company with regard to matters set forth herein. This Amendment
will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of
both you and the Company, their heirs, successors and assigns. If any provision of this Amendment is determined to be invalid or
unenforceable, in whole or in part, this determination shall not affect any other provision of this Amendment and the provision
in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as
possible under applicable law. This Amendment may be executed in counterparts which shall be deemed to be part of one original,
and facsimile signatures shall be equivalent to original signatures.


 



    	 



    	 



    




To indicate your understanding and acceptance
of this Amendment, please sign and date below, and return this Amendment to me. You may retain the enclosed additional copy of
this Amendment for your files.


 


Sincerely,


 


RegeneRx Biopharmaceuticals, Inc.


 


 


By: /s/J.J. Finkelstein 


J.J.
Finkelstein


President
and Chief Executive Officer


 


Agreed to and Accepted:


 


 


/s/ Allan L. Goldstein                                         


Allan L. Goldstein


 


July 5, 2013                                                


Date