Exhibit 4.40

AMENDMENT AGREEMENT  

As of March 30, 2011

This Amendment Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc., a Delaware corporation (the “Company”), and Timothy Hofer (“Holder”) and amends the warrant to purchase shares of the Company’s common stock, dated as of May 16, 2010, as amended as of September 16, 2010 and December 22, 2010, issued by the Company to Holder (the “Warrant”).  

RECITALS

WHEREAS, pursuant to the terms of the Warrant, the Exercise Period (as defined in the Warrant) is scheduled to commence on March 31, 2011 if a Qualified Financing (as defined in the Warrant) does not occur by such date; and

WHEREAS, the Holder and the Company desire to amend the Warrant to extend the deadline for completing a Qualified Financing and delay the commencement of the Exercise Period until September 30, 2011 on the terms set forth herein;

NOW, THEREFORE, the parties agree as follows:

1.

Amendment.  The first paragraph of the Warrant is hereby amended to replace references to “March 31, 2011” in the first and third sentences thereof with “September 30, 2011.”

2.

Miscellaneous

(a)

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

(b)

This Agreement shall be governed by the law of the State of New York without giving effect to any principles or conflicts of law.

(d)

Except as expressly amended hereby, the terms of the Warrant shall remain in full force and effect.

(e)

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(f)

Existing references to the Warrant are henceforth deemed references to the Warrant as amended by this Agreement.