AMENDMENTNo. 1 TO ASSET PURCHASE AND LICENSE AGREEMENT between: RESTORAGEN, INC., a Delaware corporation; and COOLIDGE & COMPANY,INC. a Delaware corporation. Under Date of March 24, 2003 Amendment Dated: May 12, 2003

Exhibit 2.4

AMENDMENT No. 1

TO

ASSET PURCHASE AND LICENSE AGREEMENT

between:

RESTORAGEN, INC.,

a Delaware corporation;

and

COOLIDGE & COMPANY, INC.

a Delaware corporation.

Under Date of March 24, 2003

Amendment Dated: May 12, 2003

THIS AMENDMENT NO.1, under date of May 12, 2003, TO THE ASSET PURCHASE AND LICENSE AGREEMENT (the “Agreement”), entered into as of March 24, 2003 by and between  RESTORAGEN, INC. and COOLIDGE & COMPANY, INC.

RECITALS

WHEREAS, as contemplated in the Agreement, Coolidge & Company, Inc. (“C&CO”) has assigned, conveyed and transferred all of its right, title, interest and obligations under the Agreement to GHRCO, LLC, a Delaware limited liability company, (“GHRCO”) and GHRCO has accepted such assignment, transfer and conveyance and has assumed all such obligations without recourse to C&CO;

AND WHEREAS, the parties desire to make certain amendments to the Agreement.

NOW, THEREFORE, in consideration of  the foregoing and the covenants and other provisions of the Agreement, and intending to be legally bound hereby, the parties further agree as follows:

AMENDMENT NO. 1 TO THE AGREEMENT

1.                                      SUBSTITUTION OF GHRCO FOR C&CO.

GHRCO is hereby substituted for C&CO in all respects relative to the provisions of the Agreement, as if GHRCO were the original signatory of the Agreement in lieu of C&CO; and, accordingly, all rights, interests, obligations and duties, formerly applicable to C&CO under the Agreement are now fully and completely applicable to GHRCO.  C&CO shall have no further rights, obligations or duties of any nature whatsoever under the Agreement.

2.                                      AMENDMENT TO EXHIBIT E OF THE AGREEMENT

Exhibit E to the Agreement is hereby amended and restated as set forth in the attachment hereto.

In all other respects, the Agreement shall continue unchanged and in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No.1 to the Agreement, including the attached Exhibit, which is incorporated herein by reference.

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AMENDMENT NO. 1

EXHIBIT E

GRF PATENT PORTFOLIO

Restoragen,  Inc. – GRF Patents

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