Ampio Pharmaceuticals (AMPE) 8-K Departure of Directors or Certain Officers

Exhibit 10.4

AMPIO PHARMACEUTICALS, INC.

EXTENTION AGREEMENT FOR NOTES PAYABLE

TOTAL PRINCIPAL AMOUNT: $100,000

Effective Date: January 31, 2011

Greenwood Village, CO 80111

On August 10, 2010, the undersigned Ampio Pharmaceuticals, Inc., a Delaware corporation (the “Maker”), issued one promissory note (the “Note”) in the amount of $100,000.00, and promised to pay to the order of Richard B. Giles, and his successors or assigns (collectively, the “Holder”), the aggregate sum of $100,000.00 due under the Note, together with interest at the rate of 8.0% (eight percent) per annum until the Note is paid in full. The Note was originally due on January 31, 2011.

In consideration of this extension agreement, the payment of $100, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted by the Holder and the Maker, the Maker and the Holder hereby agree to extend the due date of the Notes to the earlier of (i) closing of a public or private equity financing (the “Offering”) in an amount exceeding $5 million, or (ii) April 30, 2011. All of the other terms of the original Notes remain unchanged.

Maker may prepay the Notes in part, or in full, prior to the due date of the Notes. Payments of principal and interest shall be made at the place that Holder from time to time shall direct in writing.

In witness whereof, the parties hereto have executed this Extension Agreement for Notes Payable, to be effective the date specified above.

Maker:

Ampio Pharmaceuticals, Inc.

By:	/s/ Donald B. Wingerter
	Donald B. Wingerter, Chief Executive Officer

Holder:

Richard B. Giles

By:	/s/ Richard B. Giles
	Richard B. Giles