Exhibit 10.1

AMENDMENT NO. 1 TO LICENSE AGREEMENT BETWEEN VG LIFE SCIENCES, INC.,
AND SCOTT & WHITE HEALTHCARE.

This is Amendment No. 1 (the “Amendment No. 1) to the license agreement between VG Life Sciences, Inc. (“LICENSEE”) and Scott & White Healthcare (“S&W) dated July 18, 2013 (the “Agreement”). LICENSEE and S&W are individually a “Party” and collectively “the Parties.” The effective date of this Amendment No. 1 is September 9, 2014 (the “Amendment No. 1 Effective Date”).

WHEREAS the Parties desire to amend the Agreement to include an additional technology, and to include certain additional terms in the Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Table 1

References to the PATENT RIGHTS for Technology No. 5 shall be limited to only the FIELD OF USE for Technology No. 5 as defined below.

“LICENSEE must make an additional payment in the amount of twenty-five thousand dollars ($25,000) to S&W. This payment is due no later than January 1, 2015, Failure to make this additional payment within the specified time period will cause this Agreement to immediately terminate notwithstanding anything herein to the contrary.”

In the event that LICENSEE’s payment of royalties for the Calendar Year due under paragraph 3.2 do not meet or exceed the required minimum annual consideration, LICENSEE’s royalty payment for the last quarter of the Calendar Year must include payment of the balance needed to achieve the required minimum. If this Agreement expires or is terminated before the end of a Calendar Year, or Technology is abandoned by LICENSEE pursuant to paragraph 6.11, then the corresponding minimum annual consideration paragraph 3.5(d) - must be prorated for that year.,”

6.14 The Parties agree that the provisions of Article VI, as amended by this Paragraph 6.14, shall apply for the PATENT RIGHTS jointly-owned by them. In addition, upon request by S&W, Counsel shall provide a reasoned opinion to S&W regarding Counsel’s inventorship determination including, without limitation, the names of those considered as potential investors, those selected as inventors, and the basis for their inventive contribution to the claims. If the parties disagree on Counsel’s determination, either Party may seek a mutually agreeable independent third party patent attorney to render an opinion. The Parties agree to be bound by that attorney’s opinion regarding inventorship (“ Ultimate Determination”). If the Ultimate Determination is different than Counsel’s determination, then LICENSEE shall reimburse S&W’s costs, if any, in obtaining the Ultimate Determination.

Paragraphs 6.11 and 6.13 of the Agreement are amended with respect to jointly-owned PATENT RIGHTS by adding to the end of the sentence, “and assigned to S&W.”

The parties shall cooperate in selecting a patent within the jointly-owned PATENT RIGHTS to seek a term extension for, and Licensed Product to seek a supplementary protection certificate on in accordance with the applicable laws of each country where there are such PATENT RIGHTS. Each Party agrees to execute any documents and to take any additional actions as the other Party may reasonably request in connection therewith.

For all jointly-owned PATENT RIGHTS, LICENSEE shall promptly inform S&W of any alleged infringement along with providing available evidence thereof. LICENSEE shall have the first right to abate the infringement and enforce the jointly-owned PATENT RIGHTS upon consent of S&W and its assumption of all costs and expenses. S&W shall be kept fully informed and given the right and opportunity to advise and comment thereon, including to be represented by counsel of its choosing. All amounts received in connection with the abatement and/or enforcement of the jointly-owned PATENT RIGHTS shall be shared in equally between the owners after deducting LICENSEE’s reasonable and documented costs and expenses therefor and submitting copies thereof to S&W. If LICENSEE elects not to abate an alleged infringement or to enforce the PATENT RIGHTS following S&W’s consent, then S&W may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settlement and defend such suit, and recover, for its own account, any damages, awards or settlements. LICENSEE shall reasonably cooperate with S&W in any such actions at S&W’s expense, including being joined as a party.

As joint owners of certain PATENT RIGHTS and except as provided in this Agreement, neither Party has any obligation to the other Party regarding these jointly-owned PATENT RIGHTS. For clarity, LICENSEE is not an agent of or given the right to obligate or bind S&W on its behalf in any manner.

Notwithstanding the last sentence of Paragraph 8.4 of the Agreement, or anything inconsistent in Article VI, and provided LICENSEE has not entered liquidation, had a receiver or administrator appointed over any assets related to this Agreement, made any voluntary arrangement with any of its creditors, or ceased to conduct its business, or any similar event under the law of any of any foreign jurisdiction, this Paragraph 6.14 shall survive the expiration or termination of the Agreement, unless such termination is pursuant to Paragraph 8.3, for so long as the jointly-owned PATENT RIGHTS are in effect anywhere in the world (“Post-Agreement Cooperation”). All references to SYSTEM shall be disregarded during Post-Agreement Cooperation.

IN WITNESS WHEREOF, LICENSEE and S&W have entered into this Amendment No. 1 effective as of the Amendment No. 1 Effective Date.