Exhibit
10.11
AMENDMENT #3
(FEBRUARY 2005 LICENSE
AGREEMENT)
This amendment
#3, effective as of the 31 st day of January 2007 (“Third Amendment
Effective Date”), amends the February 1, 2005 License
Agreement entered into and between The Trustees of Columbia
University in the City of New York, a New York corporation located
at 116 th
street and Broadway, New York, New
York, 10027 (“Columbia”), and Omnimmune Corp., a Texas
corporation located at 4600 Post Oak Place, Suite 352, Houston,
Texas 77027 (“Company”), as amended on March 29, 2005
and June 10, 2005 (collectively, the “Agreement”)
according to the following terms and conditions:
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Section
3a(ii)(a) is amended by replacing the entirety of this section with
the following:
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“$25,000
by May 1, 2007, and”
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Section 3e is
hereby amended by replacing the entirety of this section with the
following:
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“e. License
Maintenance Fees – Company shall pay annual license
maintenance fees according to the schedule below:
$10,000 on or
before May 1, 2007;
$20,000 on or
before May 1, 2008;
$35,000 on or
before May 1, 2009;
$50,000 on or
before May 1, 2010; and $40,000 each first of May
thereafter.”
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Section 6a(i)
is amended by replacing the entirety of this section with the
following:
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“Before
February 1, 2008, Company and/or its Sublicensees or Affiliates
shall have spent at least four hundred thousand dollars ($400,000)
on the direct research and development of Licensed Product(s) in
the Field.”
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Section 6a(iii)
is amended by replacing the entirety of this section with the
following:
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“Before
February 1, 2010, Company and/or its Sublicensees or Affiliates
shall have spent at least $2,500,000 on the direct research and
development of Licensed Product(s) in the Field.”
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Section 6a(iv)
is amended by replacing the entirety of this section with the
following:
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(a) Company and/or its
Sublicensees or Affiliates shall file an application with the FDA
for at least one (1) Licensed Product for diagnosis
