AMENDMENT NO. 1 TO AMENDED AND RESTATED LICENSE AGREEMENT [Contract No. DAMD17-01-0116]
EXHIBIT 10.7.1
This Amendment No. 1 (this “Amendment”) to the Amended and Restated License Agreement (the
“Agreement”) effective as of December 15, 1997 between the ▇▇▇▇▇▇ ▇▇▇▇ Army Institute of Research,
(“Licensor”) and Iomai Corporation (“Licensee”) [Contract No. DAMD17-01-0116] is made and entered
into as of the last signature date below by and between Licensor and Licensor. Capitalized terms
used and not otherwise defined in this Amendment are used herein as defined in the Agreement.
WHEREAS, in accordance with Section 2.22 of the Agreement, Licensee may amend the time period
for the Point of Practical Application at any time with the written consent of Licensor; and
WHEREAS, Licensor and Licensee desire to amend such time period, together with certain other
provisions of the Agreement, as set forth below.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Amendment to Section 2.22. Section 2.22 of the Agreement is hereby amended and
restated in its entirety as follows:
“2.22 “Point of Practical Application” means to manufacture, practice, or to
operate inventions, described and claimed in the Licensed Patent Technology, under
such conditions as to establish that the inventions are being utilized and that
their benefits are, to the extent permitted by law or Government regulations,
available to the public on reasonable terms by no later than December 31, 2011, and
to continue during the term of this Agreement to make the benefits of the inventions
reasonably accessible to the public, consistent with sound and reasonable business
practices and judgment. If Licensee believes that it will be unable to have such
product available to the public within such time frame, it shall give notice to
Licensor, specifying the reasons therefore. Licensee may amend the time period at
any time with the written consent by Licensor. Licensor shall not unreasonably
withhold approval of any request by Licensee to extend the time period if such
request is supported by a reasonable showing by Licensee of diligence in its
performance to commercialize the Licensed Patent Technology, taking into account of
any change in circumstances, scientific developments, or other factors considered by
the parties relevant for adopting new time frame.”
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2. Amendment to Section 4.13. Section 4.13 of the Agreement is hereby amended and
restated in its entirety as follows:
“4.13 Licensee shall pay to Licensor an annual minimum payment of fifteen
thousand dollars ($15,000) for the term of this Agreement, with the first such
payment due on the first anniversary of the Signature Date; provided, however, from
and after the seventh anniversary of the Signature Date, such annual minimum payment
shall be increased to twenty-five thousand dollars ($25,000). This annual minimum
payment will be a non-recoverable and non-creditable payment.”
3. Amendment to Section 14.06. Section 14.06 of the Agreement is hereby amended and
restated in its entirety as follows:
“14.06 The parties shall notify each other of any changes in name, address, or
business status, and any notice or report required to be given under the provisions
of this Agreement shall be considered duly given if mailed by first class mail,
postage prepaid or by an express/overnight delivery service provided by a commercial
carrier, and addressed as follows:
| (a) | If to Licensor: | Staff Judge Advocate | ||||
| U.S. Army Medical Research and | ||||||
| Materiel Command | ||||||
| ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||
| ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ | ||||||
| ATTN: MCMR-ZA-J/▇▇▇▇ | ||||||
| (b) | If to Licensee: | Iomai Corporation |
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▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ |
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▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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Attention: President |
Notices shall be considered timely if such notices are received on or before the
established deadline date or sent on or before the deadline date as verifiable by
U.S. Postal Service postmark or dated receipt from a commercial carrier.”
4. Full Force and Effect. Except as otherwise specifically set forth herein, the
parties hereto hereby ratify and affirm the terms and provisions of the Agreement, which shall
remain in full force and effect.
5. Counterparts. This Amendment may be executed in counterparts, and when so
executed, each counterpart shall be deemed an original, and said counterparts together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.
| FOR LICENSEE: | IOMAI CORPORATION | |||||
| BY: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||
| NAME: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||
| TITLE: | President & CEO | |||||
| DATED: | 07 Nov 07 | |||||
| WITNESS: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||
| DATED: | 07 Nov 07 | |||||
| FOR LICENSOR: | ▇▇▇▇▇▇ ▇▇▇▇ ARMY INSTITUTE OF RESEARCH | |||||
| BY: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| NAME: | Colonel ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, MC | |||||
| TITLE: | Commander, ▇▇▇▇▇▇ ▇▇▇▇ Army Institute of Research | |||||
| DATED: | 4 Feb 2008 | |||||
| WITNESS: | /s/ ▇▇▇ ▇. ▇▇▇▇▇▇ | |||||
| DATED: | 4 Feb08 | |||||