Cancer Prevention Pharmaceuticals S-1 IPO registration

Exhibit 10.24

FIRST AMENDMENT TO THE

PRODUCT MANUFACTURING & SUPPLY AGREEMENT

THIS FIRST AMENDMENT TO THE PRODUCT MANUFACTURING & SUPPLY AGREEMENT IS ENTERED INTO AS OF SEPTEMBER 3, 2009.

BETWEEN :	SANOFI-AVENTIS CANADA INC.,having its head office and principal place of business at 2150 St-Elzear Boulevard West,Laval,Quebec,Canada H7L 4A8,
	(hereinafterreferred to as"sanofi-aventis")
AND:	CANCER PREVENTION PHARMACEUTICALS, LLC,having itsplace of business at 1780 West Sunset Road,Tucson,Arizona,United States 85704
	(hereinafterreferred to as the"CPP")

WHEREASsanofi-aventis and CPP enteredintoa Product Manufacturing & Supply Agreement dated June 30, 2009 whereby sanofi-aventis provides optimization services for the tablet formulation containing 250mg of DFMO,manufactures DFMO to support CPP's clinical research program and thereafter manufactures and supplies commercial quantities of DFMO to CPP for commercialization in the Field(hereinafterthe"Agreement");and

WHEREAS,sanofi-aventis and CPP wish to amend the Agreement as of the first date mentioned above.

NOW, THEREFORE,the parties hereby agree to amend the Agreement as follows:

1. Section 1.1paragraph (k) is hereby deleted in its entirety and is replaced with the following:

'"'Clinical Product"means a dose of DFMO(either in tablet form and/or in any other pharmaceutical dosage form) for clinical study purposes,manufacturedinaccordance with the Specifications."

2. Section 1.1 paragraph (m) is hereby deleted in its entirety and is replaced with the following:

""Commercial Product"means a 250 mg tablet of DFMO(orany other pharmaceutical dosage form of DFMO) for commercial purposes manufacturedinaccordance with the Specifications."

3. Section 6.14Payment Termsis hereby amended by adding the following terms and conditions at the complete end of Section 6.14:

"Notwithstanding Section 6.14,the Parties may, in exceptional circumstances,change the terms regarding payment and delivery of Product,on a project-by-projectbasis fora givenproject,such revisedtermsto be agreed upon by theParties and tobe confirmed inthe PurchaseOrderpertaining to such project."

4. Section 12.2·No Publicityisherebyamendedby adding the followingtermsand conditions immediatelypriortothe lastsentence oftheSection:

"Forthe sake of greater clarity,itis understoodthatCPP mayberequiredtodisclose certain elements of this Agreement topotentialinvestors,such disclosuretobedoneinaccordance with ApplicableLaw andinparticularwith Securities andExchange Commissionrequirements."

5. Allother terms and conditions of the Agreement shallremaininfull force and effect.

7. ThisFirst Amendmentshall be governed and construed in accordance with the lawsofthe ProvinceofQuebec, Canada.

8. Notwithstanding thedate of the actual signature,this First Amendment shall be effective as oftheday and yearfirst setforth above.

9. The partiesheretoacknowledgethat they haverequired thatthis FirstAmendmentbedraftedinEnglish.Lesparties auxpresentes reconnaissentavoirexige que cette conventionsoit redigeeen anglais.

IN WITNESS WHEREOF,theparties have causedthisFirst Amendment totheProductManufacturing&Supply Agreement to beexecutedinduplicate originalsbytheir duly representatives as of the firstdate mentioned above.

SANOFI-AVENTIS CANADA INC.		Cancer Prevention Pharmaceuticals, LLC
By:	/s/ Hugh O’Neill	By:	/s/ Jeffrey Jacob
Name:	Hugh O’Neill	Name:	Jeffrey Jacob
Title:	President and CEO	Title:	CEO
Date:	3/15/10	Date:	1/29/10
By:	/s/ Axel Risse
Name:	Axel Risse
Title:	Vice-President, Finance,
	Administration and Supply Chain
Date:	10/3/10