Exhibit
10.7
SECOND AMENDMENT
TO
AMENDED AND RESTATED LICENSE
AGREEMENT
THIS SECOND AMENDMENT TO THE
AMENDED AND RESTATED LICENSE AGREEMENT (the “Amendment”), effective as of
the 20th day of June 2008, is entered into by and between
Allegheny-Singer Research Institute, a Pennsylvania nonprofit
corporation (“ASRI”), and Omnimmune Corp., a Texas
corporation (the “Company”)(together, ASRI and Company
shall be referred to as the “Parties”). For
purposes of this Amendment, the phrase “License
Agreement” shall mean that certain Amended and Restated
License Agreement entered into by and between the ASRI and Company
as of the 1 st day of February 2005, as amended January 31,
2007; and unless otherwise defined herein, capitalized terms and
phrases shall have the meaning ascribed thereto in the License
Agreement.
WHEREAS , each of the Parties to this Amendment hereby
acknowledge that Company intends to enter into a Placement Agent
Agreement with New Castle Financial Services, LLC; and as a
condition thereto, Company and ASRI must first enter into this
Amendment;
NOW THEREFORE
, for good and valuable
consideration, including, without limitation, the promises and the
mutual covenants contained herein, the Parties agree as
follows:
Section
1. Amendments. Each of the Parties hereby
agrees to amend the License Agreement as follows:
(a) Subsection (c) of
Section 2 of the License Agreement, entitled “License
Grant” is hereby amended by deleting the phrase
“non-exclusive” from the first sentence thereof and in
lieu thereof the following phrase shall be
added: “non-exclusive or
exclusive…”;
(b) Section 3(e),
entitled “License Maintenance Fees,” shall be amended
by deleting in the entirety the phrase “$50,000 on or before
February 1, 2008,” and in lieu thereof, adding the following
phrase: “$50,000 on or before June 30,
2008”;
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Section 6,
entitled “Best Efforts,” shall be amended as
follows:
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Subsection
6(a)(i) shall be amended by deleting the date “February 1,
2007,” and in lieu thereof adding the date “September
1, 2009”;
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Subsection
6(a)(ii) shall be deleted in its entirety and in lieu thereof the
following phrase shall be added: “Section
Reserved”;
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Subsection
6(a)(iii) shall be amended by deleting the date “February 1,
2009,” and in lieu thereof adding the date “August 1,
2010”;
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Subsection
6(a)(iv)(a) shall be amended by delet
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