First Amendment to the License Agreement between the The Trustees of the University of Pennsylvania and Acuity Pharmaceuticals, Inc.

EXHIBIT 10.15

First Amendment to the License Agreement
between the
The Trustees of the University of Pennsylvania and Acuity Pharmaceuticals, Inc.

     This first amendment (this “First Amendment”) is made by and between Acuity Pharmaceuticals Inc., a corporation organized under the laws of the State of Delaware and with offices located at the Port of Technology, 3701 Market Street, Philadelphia, PA 19104 (“Company”), and the Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at 3160 Chestnut Street, Suite 200, Philadelphia PA 19104 (“Penn”). This Amendment is effective on 1 August 2003.

BACKGROUND

A.

Penn and Company entered into an exclusive license agreement (the “Original Agreement”), pertaining to Penn Dockets P2928, P2974, P3009, P3069, P3075, P3087, and P3114 for technology related to RNA interference developed by Dr. Michael Tolentino, Mr. Samuel Reich, and Dr. Enrico M. Surace of Penn’s School of Medicine, Department of Ophthalmology and having an effective date of March 31, 2003;

B.

Penn and Company have now reached an agreement to amend certain terms and to include additional technologies, which are expressed in this First Amendment; and

C.

It is the intent of both parties to execute this First Amendment. The Original Agreement as amended by this First Amendment will be referred to as the “Agreement”.

     NOW THEREFORE, in consideration of the promises and covenants contained in this First Amendment and intending to be legally bound, the parties agree to:

1.

Unless otherwise defined, the definitions used in this First Amendment are the same as those used in the Original Agreement. No other meanings are implied.

2.

To Exhibit A of the Original Agreement, the following dockets shall be added:

			P3158: RNAi Therapy for Glaucoma
			P3159: Anti-HSV RNAi Therapy for Herpes Infection
			P3183: Combined Therapy for AMD or Diabetic Retinopathy (Cand5 or Another Anti-Angiogenic siRNA)

3.

Section 2.3 of the Original Agreement is deleted in its entirety and replaced by the following:

PENN/ACUITY
Amendment for adding additional dockets to the Acuity License
Effective Date: 1 August 2003

2.3. Diligence Events. The Company will use commercially reasonable efforts to achieve each of the diligence events by the applicable completion date listed in the table below for the first product to be commercialized by the Company pursuant to this Agreement.

DILIGENCE EVENT		COMPLETION DATE
Delivery to Penn of a preliminary business plan		June 30, 2003
Raising at least an aggregate of $5 Million in equity investment capital by Company from qualified investors		December 31, 2004
Filing of IND for first Licensed Product		December 31, 2005
Initiation of Phase II clinical trials for first Licensed Product		December 31, 2007
Initiation of Phase III clinical trials for first Licensed Product		December 31, 2010
First commercial Sale of first Licensed Product		December 31, 2013

4.

No other terms of the Original Agreement are modified by this First Amendment. The Original Agreement and this First Amendment are the entire agreement between the parties with respect to the subject matter of the Agreement as so amended.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have caused this First Amendment to be executed by their duly authorized representatives.

PENN/ACUITY
Amendment for adding additional dockets to the Acuity License
Effective Date: 1 August 2003