Attached files

file filename
EX-10.2 - EXHIBIT 10.2 - Advaxis, Inc.v321792_ex10-2.htm
EX-32.2 - EXHIBIT 32.2 - Advaxis, Inc.v321792_ex32-2.htm
EX-10.5 - EXHIBIT 10.5 - Advaxis, Inc.v321792_ex10-5.htm
EX-32.1 - EXHIBIT 32.1 - Advaxis, Inc.v321792_ex32-1.htm
EX-10.4 - EXHIBIT 10.4 - Advaxis, Inc.v321792_ex10-4.htm
EX-31.2 - EXHIBIT 31.2 - Advaxis, Inc.v321792_ex31-2.htm
10-Q - 10-Q - Advaxis, Inc.v321792_10q.htm
EX-31.1 - EXHIBIT 31.1 - Advaxis, Inc.v321792_ex31-1.htm
EX-10.3 - EXHIBIT 10.3 - Advaxis, Inc.v321792_ex10-3.htm

 

Exhibit 10.1

 

University of Pennsylvania

 

First Amendment to the Amended and Restated Patent License Agreement

 

THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of March 26, 2007 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania (hereinafter referred to as “PENN”) and Advaxis, Inc., a corporation organized and existing under the laws of Delaware (hereinafter referred to as “COMPANY”) having a place of business at Technology Centre of New Jersey, Suite 117, 675 U.S. Route 1, North Brunswick, NJ 08902.

 

All terms not specifically defined herein will have the meaning ascribed to them in the Agreement.

 

WHEREAS, PENN and COMPANY entered into an Amended and Restated License Agreement as of February 13, 2007 (the “Agreement”); and

 

WHEREAS, COMPANY desires to exercise its option to license docket number R3702, further described as Listeria-Based and LLO-Based Vaccines developed under the supervision of, or in collaboration with, Dr. Yvonne Paterson.

 

NOW, THEREFORE, in consideration of the foregoing premises, and intending to be legally bound hereby, the parties hereto agree as follows:

 

  1) Attachment 1 - List of Intellectual Property is amended to include R3702: Listeria-Based and LLO-Based Vaccines pursuant to Attachment 1 hereto.

 

  2) Simultaneous with the execution of this Amendment, COMPANY shall pay to PENN an option exercise fee of $10,000.

 

  3) In addition, COMPANY agrees to reimburse PENN, simultaneously with the execution of this Amendment, for all historically accrued patent and licensing expenses, attorneys fees, official fees and all other charges incident to the preparation, prosecution and maintenance of the PENN PATENT RIGHTS that were incurred and docketed by PENN relating to R3702 on or before the Effective Date. Such expenses received by PENN totaled $33,788.62 as of March 22, 2007.

 

  4) Except as specifically modified or amended hereby, the Agreement shall remain in full force and effect.

 

  5) No provision of this Amendment may be modified or amended except expressly in a writing signed by all parties nor shall any term be waived except expressly in a writing signed by the party charged therewith.

 

  6) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which taken constitute one and the same instrument.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have signed this Amendment on the day and year first written above.

 

THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA  

 

By: /s/ John Zawad  
     
Name: John Zawad  
     
Title: Managing Director  

 

ADVAXIS, INC.  

 

By: /s/ Thomas A. Moore  
     
Name: Thomas A. Moore  
     
Title: CEO  

 

 
 

 

ATTACHMENT 1 - List of Intellectual Property

 

D751 : Live Recombinant Listeria Monocytogenes Vaccines and Production of Cytotoxic T-Cell Response

 

H1219 : Use of Listeria as a Live Cancer Vaccine

 

H1219-CIP : Methods and Compositions for Immunotherapy of Cancer

 

J1598 : Immunogenic Compositions Comprising Aal/Dat Double Mutant Auxotrophic, Attenuated Strains of Listeria and Their Methods of Use.

 

M2244 : Method for Enhancing Immunogenicity of Antigens

 

M2244-CIP : Improved Cell-Mediated Immunity and Tumor Mediated Immunity with Listeriolysin (LLO).

 

N2483 : Method for Enhancing the Immunogenicity of Antigens.

 

02876 : Compositions and Methods for Enhancing the Immunogenicity of Antigens

 

02883 : A Technique for Constructing Antibiotic-Resistance Free Vaccine Strains of L. Monocytogenes.

 

R3702 : The Construction of L. Monocytogenes Strains that Express and Secrete HER-2/neu Fragments and the Efficacy of such Strains in Inducing a CTL Response and Controlling Tumor Growth In Vivo

 

PENN
DOCKET
NO.
  TITLE   PATENTS/
APPLICATIONS
  OUTSIDE
PROSECUTING
ATTORNEY (if
any)
D751   Live Recombinant Listerial Monocytogenes Vaccines and Production of Cytotoxic T-Cell Response        
H1219   Use of Listeria as a Live Cancer Vaccine        
H1219-CIP   Methods and Compositions for Immunotherapy of Cancer        
J1598   Immunogenic Compositions Comprising Aal/Dat Double Mutant Auxotrophic, Attenuated Strains of Listeria and Their Methods of Use        
M2244   Method for Enhancing the Immunogenicity of Antigens        
M2244-CIP   Improved Cell-Mediated Immunity and Tumor Mediated Immunity with Listeriolysin (LLO)        
N2483   Method for Enhancing the Immunogenicity of Antigens        
02876   Compositions and Methods for Enhancing the Immunogenicity of Antigens        
02883   A Technique for Constructing Antibiotic- Resistance Free Vaccine Strains of L. Monocytogenes        
R3702   The Construction of L. Monocytogenes Strains that Express and Secrete HER-2/neu Fragments and the Efficacy of such Strains in Inducing a CTL Response and Controlling Tumor Growth In Vivo