First Amendment To Limited Liability Company Operating Agreement of Colloral LLC

Exhibit 10.1


FIRST AMENDMENT TO LIMITED LIABILITY COMPANY

OPERATING AGREEMENT OF COLLORAL LLC

This Agreement (" Amendment" ), dated as of August 29, 2005, is made by and between AutoImmune Inc. and Deseret Laboratories, Inc. and amends the Limited Liability Company Operating Agreement of Colloral LLC dated as of August 19, 2002 between AutoImmune and Deseret (the " Operating Agreement" ).


RECITALS:

A. The Members of Colloral LLC (the " Company" ) have determined that the Company should enter into an agreement with Business Development Resources, Inc. (" BDR" ) under which BDR will market and sell certain products on behalf of the Company.

B. AutoImmune has agreed to contribute to the Company the capital necessary to fund the Company' s obligations under the BDR Agreement.

C. In recognition of AutoImmune' s additional capital contribution, the parties hereto desire to amend the Operating Agreement.


NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereby agree as follows:

1. The following definitions are hereby added to Section 14:

" BDR Agreement" means the Sales and Marketing Agreement by and between Business Development Resources, Inc. and the Company effective May 23, 2005.


" BDR Funds" means a number calculated by multiplying (i) the percentage of the Company' s revenues during the applicable fiscal period attributable to sales of any product first marketed or sold under the BDR Agreement by (ii) Company funds determined to be available for distribution under Section 5.1.


" BDR Profits" means (i) Profits multiplied by (ii) the percentage of the Company' s revenues during the applicable fiscal period attributable to sales of any product first marketed or sold under the BDR Agreement.


" BDR Losses" means (i) revenues during the applicable fiscal period attributable to products first marketed or sold under the BDR Agreement less (ii) the portion of expenses during the applicable fiscal period reasonably attributable to the manufacture, marketing and sale of such products and less (iii) a portion of expenses during the applicable fiscal period that are not related to the manufacture, marketing or sale of any product (General and

Administrative costs), such portion to be determined based upon the percentage of the Company' s revenues during the applicable fiscal period attributable to sales of any product first marketed or sold under the BDR Agreement.

2. Section 5.1 of the Operating Agreement is hereby amended by deleting the provision in its entirety and replacing it with the following:

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