NEC Partnership Westwood, MA 02090 October 13, 2005

Exhibit 10.9

NEC Partnership

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October 13, 2005

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, CEO

Integrated Pharmaceuticals, Inc.

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Re: Amendment to First Amendment and Restated Patent License Agreement (the “License”)

Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇:

On behalf of NEC Partnership, the Licensor under the above-referenced License, we hereby agree to modify section 5.4 of the License:

	1.	by waiving any right to royalties in any year in which the sales of Licensed Products is less than $5 million; and
	2.	by waiving any right to royalties in any year in which the EBITDA of the Company from the sale of Licensed Products is less than 12.5% of the Company’s revenues from the sale of Licensed Products.

To indicate the acceptance of Integrated Pharmaceuticals Inc. to these revised terms, please sign the acceptance line below.

Very truly yours,

NEC PARTNERSHIP

/s/ ▇▇▇▇▇▇ ▇. Furtado____

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Partner

ACCEPTED AND AGREED:

INTEGRATED PHARMACEUTICALS, INC.

/s/ ▇▇▇▇▇▇▇ Chatterjee____

By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Its: CEO