AMENDMENT TO LICENSE AGREEMENT
This Amendment, dated as of this 17th day of July 1997, shall serve to
amend the License Agreement by and between Apollon, Inc. ("Apollon") and The
Trustees of the University of Pennsylvania ("Penn"), effective as of December 1,
1994 (the "License Agreement").
WHEREAS, Apollon and Penn have entered into License Agreement
effective as of December 1, 1994, relating to genetic vaccines, i.e.,
facilitated transfer and expression of nucleic acids ("License Agreement I");
and
WHEREAS, Apollon and Penn wish to amend License Agreement I as
provided herein.
NOW THEREFORE, in consideration of the premises set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. License Agreement I is hereby amended to add a new recital to read in full
as follows:
"WHEREAS, PENN and APOLLON have entered into a STOCK
PURCHASE AGREEMENT (Attachment 6) (the "STOCK PURCHASE
AGREEMENT") relating to certain shares of Common Stock of
the Company granted to PENN hereunder;"
2. Section 3.3.1 of License Agreement I is hereby amended to read in full as
follows:
"3.1.1 In partial consideration of the exclusive license
granted herein, APOLLON hereby grants, subject to approval
by the holders of Preferred Stock of the Company, to PENN
(the "INITIATION GRANT"), on the terms and conditions set
forth in the STOCK PURCHASE AGREEMENT, 50,000 shares of
APOLLON's Common Stock, par value $.01 per share ("COMMON
STOCK")."
3. Section 10.5 of License Agreement I is hereby amended to read in full as
follows:
"10.5 This AGREEMENT, as amended, the SPONSORED RESEARCH
AGREEMENT (Attachment 4
hereto) and the STOCK PURCHASE AGREEMENT (Attachment 6 hereto) set
forth the entire agreement between the parties with respect to the
subject matter hereof. Any modification of this AGREEMENT shall be
in writing and signed by an authorized representative of
both parties."
5. Except as modified by this Amendment, all of the terms and conditions of
License Agreement I shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first above written.
THE TRUSTEES OF THE APOLLON, INC.
UNIVERSITY OF PENNSYLVANIA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Title: Managing Director, CTT Title:President and CEO
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2
SCHEDULE TO AMENDMENT TO LICENSE AGREEMENT BETWEEN
APOLLON, INC. AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA
DATED JULY 17, ▇▇▇▇
▇▇ December 1, 1994, the same date on which Apollon, Inc. (the
"Registrant") and the Trustees of the University of Pennsylvania ("Penn")
entered into the License Agreement relating to nucleic acid constructs ("License
Agreement I"), the Registrant and Penn also entered into a License Agreement
relating to the HIV vpr gene, vpr protein and vpr receptor ("License Agreement
II"). On July 17, 1997, the same date on which the Registrant and Penn entered
into the Amendment to License Agreement to which this schedule is attached
("Amendment to License Agreement I"), the Registrant and Penn also entered into
an Amendment to License Agreement II ("Amendment to License Agreement II").
Amendment to License Agreement I and Amendment to License Agreement II are
identical except that Amendment to License Agreement I relates to License
Agreement I and Amendment to License Agreement II relates to License Agreement
II.
Amendment to License Agreement II has not been filed as a separate exhibit
to the Registrant's Registration Statement in accordance with Instruction 2 to
Item 601 of Regulation S-K.