*** Certain information (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

                                                                 Exhibit 10.9(b)

                               Amendment No. 1 to

                           Agreement on Joint Actions
                                   *** and
                      "American Biogenetic Sciences, Inc."
                             Dated January 14, 2002


Moscow, Russia                                                   March 11, 2002.

1. Additional text is to be added to Section 6 as follows:

   "*** reserves the right to terminate from this agreement the anthrax vaccine
   if in the one (1) year period after the registration and other approval for
   sale in the United States "American Biogenetic Sciences, Inc." fails to
   purchase the minimum amount of 1,000,000 doses of the anthrax vaccine."

2. Additional Paragraph is to be added to Section 6 as follows:

   "*** has an agreement with the producer of the vaccine smallpox in tablets
   live for preoral application granting it the exclusive right to sell and
   distribute the vaccine smallpox in tablets live for preoral application
   throughout the world and *** hereby grants "American Biogenetic Sciences,
   Inc." the exclusive right to sell and distribute the vaccine smallpox in
   tablets live for preoral application for a period of ten (10) years in
   consideration for the efforts, costs and expenses to be incurred by "American
   Biogenetic Sciences, Inc." to attempt obtaining certification, registration
   and other approval of the vaccine smallpox in tablets live for preoral
   application in the United States of America. "American Biogenetic Sciences,
   Inc." pledges to purchase not less than 1,000,000 doses annually (for
   immunization of 1,000,000 patients) pursuant to Section 3, once registration
   of the vaccine smallpox in tablets live for preoral application is approved
   for sale in the United States. *** reserves the right to terminate from this
   agreement the vaccine smallpox in tablets live for preoral application if in
   the one (1) year period after the registration and other approval for sale in
   the United States "American Biogenetic Sciences, Inc." fails to purchase the
   minimum amount of 1,000,000 doses of the vaccine smallpox in tablets live for
   preoral application."

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*** Certain information (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

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<PAGE>



3. Section 7 of the agreement shall be deleted in its entirety and replaced with
the following language:

   "7.Nothing in this agreement shall be construed as imposing on "American
   Biogenetic Sciences, Inc." an obligation to deal exclusively with *** in
   respect of any of the preparations, excluding the anthrax vaccine and vaccine
   smallpox in tablets live for preoral application, provided *** can provide
   "American Biogenetic Sciences, Inc.", within one year of the date of this
   agreement, with an acceptable anthrax vaccine and vaccine smallpox in tablets
   live for preoral application that meets all necessary quality and
   manufacturing standards, and is reasonably price competitive necessary to
   market the anthrax vaccine and vaccine smallpox in tablets live for preoral
   application within the United States."

4. All other terms and conditions of the agreement shall remain in full force
and effect.

***                                 Chairman and CEO
***                                 American Biogenetic
Sciences, Inc.


  /s/ ***        ***                   /s/ A.J. Roach    A.J.Roach
----------------                    ------------------


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*** Certain information (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.

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