EXHIBIT 10.2(b)


 


INNOVUS PHARMACEUTICALS, INC.


 


AMENDMENT TO 8% CONVERTIBLE DEBENTURE


 


THIS AMENDMENT TO 8% CONVERTIBLE
DEBENTURE (“Amendment”) is entered into as of January 12, 2013 (the “Effective Date”), by and among Innovus
Pharmaceuticals, Inc., a Nevada corporation ("Issuer"), and [ ] ("Debenture Holder").


 


RECITALS


 


WHEREAS, the signatories
hereto are parties to that certain 8% Convertible Debenture dated January 13, 2012 (the “Debenture”).


 


WHEREAS, the signatories
hereto desire to enter into this Amendment to amend the Debenture as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending legally
to be bound, agree as follows:


 


		1.	Amendment of Section 1.1(b). Section 1.1(b) of the Debenture is amended to replace the phrase
“12 months from the date of the Debenture” with “January 14, 2014”.



 


		2.	Amendment to Section 3.1. Section 3.1 of the Debenture is amended to replace the phrase “the
date that is 12 months from the date of the Debenture” with “January 14, 2014”.



 


		3.	Amendment to Section 4.2. Section 4.2 of the Debenture is amended to replace the phrase “If
to Debenture Holder at its address as furnished on the face of this Debenture” with “If to Debenture Holder:



 


_________________ [Name]


 


_________________ [Street
Address]


 


_________________ [Street
Address 2]


 


_________________ [City,
State Country, Postal Code]


 


_________________ [Facsimile
Number]


 


		4.	Authority. Debenture Holder hereby represents and warrants that it is the sole legal and beneficial
owner of the Debenture, and that no other person has any interest (other than a community property interest) in the Debenture.
Each signatory below represents that he/she/it has the full authority to execute this Amendment, and no consents or approvals are
required for such execution that have not been obtained prior to execution.



 


		5.	Ratification, No Default or Conversion. Debenture Holder hereby confirms (a) the absence of
any Event of Default under the Debenture and (b) the absence of any conversion, pursuant to Section 1.2 or Section 3.1 of the Debenture,
or otherwise. Except as amended herein, the Debenture shall remain in full force and effect.



 


		6.	Entire Agreement. This Amendment and Debenture constitute the entire agreement between the
parties hereto and collectively supersede any prior understandings, agreements, or representations by or among the parties hereto,
written or oral, to the extent they relate in any way to the subject matter hereof.



 






    	 



    	 



    

 


		7.	Conflict of Terms. In the event of any inconsistency between the provisions of this Amendment
and any provision of the Debenture, the terms and provisions of this Amendment shall govern and control.



 


 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment to 8% Convertible Debenture on the date first above written.


 


INNOVUS PHARMACEUTICALS, INC.


 


 


 


By:_______________________________


Name:


Title:


 


 


DEBENTURE HOLDER


 


 


By:_______________________________


Name: