Exhibit 10.2

AMENDMENT NO. 1 TO THE
PATENT AND TECHNOLOGY LICENSE AGREEMENT

This AMENDMENT NO. 1 effective this 11th day of May, 2009 (“AMENDMENT NO. 1 EFFECTIVE DATE”), to the Patent and Technology License Agreement between the Parties dated November 2, 2007 (for MDA 94-036 and MDA 97-004) (“ORIGINAL LICENSE”), is made by and between the BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (hereinafter “UTMDACC”), a component institution of SYSTEM, and BIO-PATH, INC. a Utah corporation having a principal place of business located at 2939 Harrison Boulevard, Suite 230, Ogden, Utah, 84403 (“LICENSEE”) BOARD and LICENSEE may be referred to hereafter collectively as the “PARTIES.”

RECITALS

A.                BOARD and LICENSEE desire to amend the ORIGINAL LICENSE to add a new technology and reflect the PARTIES’ Original intent with respect to the originally licensed technologies

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the PARTIES hereby agree to the following:

AMENDED TERMS

IN WITNESS WHEREOF, the PARTIES hereto have caused their duly authorized representatives to execute this AMENDMENT NO 1.

EXHIBIT I