EX-10.10 AMENDMENT NO. 1 TO LICENSE AGREEMENT

EXHIBIT 10.10

AMENDMENT NO. 1 TO

LICENSE AGREEMENT

     Amendment No. 1 to License (this “ Amendment ”) made as of August 2, 2006, by and between Acuity Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 3701 Market Street, Philadelphia, PA, 19104 (“ Acuity ”) and Pathogenics, Inc ., a Delaware Corporation with its principal offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“ Pathogenics ”) .

BACKGROUND

     WHEREAS, Acuity and Pathogenics entered into a License Agreement (the “ License Agreement ”) on April 13, 2006;

     WHEREAS, Section 3.2(d)(i) of the License Agreement provided for a payment by Acuity of up to $75,000 to be used the Institute of Hygiene and Social Medicine, Leopold-Franzens-University of Innsbruck, Austria and or the Phase II clinical investiga