EX-10.1 Amendment Agreement












EXHIBIT 10.1




AMENDMENT AGREEMENT




     AMENDMENT AGREEMENT, dated of as June 6, 2008, by and between ADVANCED VIRAL RESEARCH CORP., a
Delaware corporation (“Company”), and YA GLOBAL INVESTMENTS, L.P. (formerly, CORNELL
CAPITAL PARTNERS, LP) (“Buyer”). All capitalized terms used herein shall have the
respective meanings assigned thereto in the Transaction Documents (as defined below) unless
otherwise defined herein.



W I T N E S S E T H:




     WHEREAS, the Company and the Buyer are party to that certain Securities Purchase Agreement
(the “Securities Purchase Agreement”) dated July 24, 2007, that certain Registration Rights
Agreement (the “Registration Rights Agreement”) dated July 24, 2007, and other documents
and agreements, as amended, entered into in connection therewith (collectively, the
“Transaction Documents”).



     WHEREAS, pursuant to the Securities Purchase Agreement, the Second Closing and the Third
Closing (collectively, the “Remaining Closings”) were to take place upon the filing of the
Registration Statement and upon the effectiveness of the Registration Statement, respectively
(among other conditions);



     WHEREAS, the parties desire certain terms and conditions of the Transaction Documents to,
among other things, change the timing of, amounts of, and conditions to, the Remaining Closings as
set forth herein.



     NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties
and covenants contained herein, the parties hereto agree, covenant and warrant as follows:




	 	1.	 	Amendments to the Remaining Closings. The Securities Purchase Agreement shall
be amended such that Remaining Closings shall hereinafter take place as follows:






	 	a.	 	The Remaining Closings shall be broken into four (4) separate closings,
each of which shall be referred to as an “Amended Closing” and
collectively, the “Amended Closings.”
	 
	 	b.	 	Amended Closing Dates






	 	i.	 	The first Amended Closing shall take place on the
date hereof, subject to the satisfaction of the conditions to such
closing set forth in Section 2(a) hereof and Section 6 of the Securities
Purchase Agreement.
	 
	 	ii.	 	The second Amended Closing shall take place on June
30, 2008, subject to the satisfaction of the conditions to such closing
set forth in Section 2(b) hereof and Section 6 of the Securities Purchase
Agreement.
	 
	 	iii.	 	The third Amended Closing shall take place on or
after August 1, 2008, subject to the satisfaction of the conditions to
such closing set forth in Section 2(c) hereof and Section 6 of the
Securities Purchase Agreement.




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	 	iv.	 	The fourth Amended Closing shall take place on or
after October 1, 2008, subject to the satisfaction of the conditions to
such closing set forth in Section 2(d) hereof and Section 6 of the
Securities Purchase Agreement. The date of each Amended Closing shall be
referred to herein as an “Amended Closing Date”






	 	c.	 	On the first Amended Closing Date the Buyer shall purchase Series B
Convertible Debentures in the principal amount of $312,000, on the second Amended
Closing Date the Buyer shall purchase Series B Convertible Debentures in the
principal amount of $313,000, on the third Amended Closing Date the Buyer shall
purchase Series B Convertible Debentures in the principal amount of $312,000, and
on the fourth Amended Closing Date the Buyer shall purchase Series B Convertible
Debentures in the principal amount of $313,000.
	 
	 	d.	 	Subject to the satisfaction of the terms and conditions of this
Agreement, on the each of the Amended Closing Dates, (i) the Buyer shall deliver to
the Company such aggregate proceeds for the Series B Convertible Debentures to be
issued and sold to the Buyer, minus the fees to be paid directly from the proceeds
of the such Amended Closing as set forth herein or in the Securities Purchase
Agreement, and (ii) the Company shall deliver to the Buyer, the Series B
Convertible Debentures which such Buyer is purchasing in amounts indicated herein,
duly executed on behalf of the Company.
	 
	 	e.	 	The conditions set forth in Section 7(b) and 7(c) of the Securities
Purchase Agreement shall be deleted in their entirely and the conditions set forth
herein shall control.
	 
	 	f.	 	On the date hereof the Company shall provide the Buyer with a detailed
budget (the “Budget”) which Budget shall show all of the Company’s
projected expenses and cash expenditures on a monthly basis from June 1, 2008
through December 31, 2008. The Company shall not exceed any particular line item
of the Budget or any monthly total expenditure by more than 10% provided, however,
if the Company’s actual expenses and cash expenditures for any particular month,
either in the aggregate or for any particular line item(s), are lower than as set
forth on the Budget (the amount by which it is lower is hereinafter defined as
the “Difference”), the Company’s projected expenses and cash expenditures for
particular line item amounts and aggregate amounts set forth on the Budget for the
immediately subsequent month shall be increased by the amount of the Difference
(the “Margin of Deviation”). For the avoidance of doubt and by way of example, if
the July 2008 projected monthly expense for utilities as set forth on the Budget
is $5000 and the actual expense for utilities for July 2008 is $4000, the
projected monthly expense for utilities for the month of August 2008 shall be
increased by $1000.






	 	2.	 	Conditions to the Buyer’s obligations to Purchase Convertible Debentures.






	 	a.	 	The obligation of the Buyer to purchase the Series B Convertible
Debenture at the first Amended Closing is subject to the satisfaction, at or before
the first Amended Closing Date, of each of the following conditions:






	 	i.	 	The Common Stock (I) shall be designated for
quotation or listed on the Principal Market and (II) shall not have been
suspended, as of the first Amended Closing Date, by the SEC or the
Principal Market from trading on the Principal Market nor shall
suspension by the SEC or the Principal Market have been threatened, as of
the first Amended Closing Date, either (A) in writing by the SEC or the
Principal Market or (B) by falling below the minimum listing maintenance
requirements of the Principal Market.




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	 	ii.	 	The representations and warranties of the Company
set forth herein and in the Securities Purchase Agreement shall be true
and correct in all material respects (except to the extent that any of
such representations and warranties is already qualified as to
materiality in Section 3 of the Securities Purchase Agreement, in which
case, such representations and warranties shall be true and correct
without further qualification) as of the date when made and as of the
first Amended Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date and
except for Section 3(c) of the Securities Purchase Agreement with respect
to (i) the number of shares of Common Stock outstanding which as of the
date hereof is 846,227,669; and (ii) the number of outstanding
convertible securities, which is disclosed in the Company’s most recent
public filings with the SEC) and the Company shall have performed,
satisfied and complied in all material respects with the covenants,
agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the
first Amended Closing Date.
	 
	 	iii.	 	The Company shall have executed and delivered to
the Buyer the Series B Convertible Debenture in the respective amounts
set forth in Section 1(c) hereof.
	 
	 	iv.	 	The Company shall have certified, in a certificate
executed by two officers of the Company and dated as of the first Amended
Closing Date, that all conditions to the first Amended Closing have been
satisfied.
	 
	 	v.	 	The Company shall have provided the Budget the
Buyer in a form and substance to the satisfaction of the Buyer in its
sole discretion.






	 	b.	 	The obligation of the Buyer to purchase the Series B Convertible
Debenture at the second Amended Closing is subject to the satisfaction, at or
before the second Amended Closing Date, of each of the following conditions:






	 	i.	 	The Common Stock (I) shall be designated for
quotation or listed on the Principal Market and (II) shall not have been
suspended, as of the second Amended Closing Date, by the SEC or the
Principal Market from trading on the Principal Market nor shall
suspension by the SEC or the Principal Market have been threatened, as of
the second Amended Closing Date, either (A) in writing by the SEC or the
Principal Market or (B) by falling below the minimum listing maintenance
requirements of the Principal Market.
	 
	 	ii.	 	The representations and warranties of the Company
set forth herein and in the Securities Purchase Agreement shall be true
and correct in all material respects (except to the extent that any of
such representations and warranties is already qualified as to
materiality in Section 3 of the Securities Purchase Agreement, in which
case, such representations and warranties shall be true and correct
without further qualification) as of the date when made and as of the
second Amended Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date and
except for Section 3(c) of the Securities Purchase Agreement with respect
to (i) the number of shares of





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	 	 	 	Common Stock outstanding which as of the date hereof is 846,227,669; and
(ii) the number of outstanding convertible securities, which is disclosed in
the Company’s most recent public filings with the SEC) and the Company shall
have performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by the Transaction Documents
to be performed, satisfied or complied with by the Company at or prior to
the second Amended Closing Date.
	 
	 	iii.	 	The Company shall have executed and delivered to
the Buyer the Series B Convertible Debenture in the respective amounts
set forth in Section 1(c) hereof.
	 
	 	iv.	 	The Company’s actual expenses and cash expenditures
for each of the full calendar months from June 1, 2008 until the second
Amended Closing Date shall have been less than or equal to the projected
amounts set forth on the Budget, subject to the Margin of Deviation.
	 
	 	v.	 	The Company shall have certified, in a certificate
executed by two officers of the Company and dated as of the second
Amended Closing Date, that all conditions to the second Amended Closing
have been satisfied.






	 	c.	 	The obligation of the Buyer to purchase the Series B Convertible
Debenture at the third Amended Closing is subject to the satisfaction, at or before
the third Amended Closing Date, of each of the following conditions:






	 	i.	 	The Common Stock (I) shall be designated for
quotation or listed on the Principal Market and (II) shall not have been
suspended, as of the third Amended Closing Date, by the SEC or the
Principal Market from trading on the Principal Market nor shall
suspension by the SEC or the Principal Market have been threatened, as of
the third Amended Closing Date, either (A) in writing by the SEC or the
Principal Market or (B) by falling below the minimum listing maintenance
requirements of the Principal Market.
	 
	 	ii.	 	The representations and warranties of the Company
set forth herein and in the Securities Purchase Agreement shall be true
and correct in all material respects (except to the extent that any of
such representations and warranties is already qualified as to
materiality in Section 3 of the Securities Purchase Agreement, in which
case, such representations and warranties shall be true and correct
without further qualification) as of the date when made and as of the
third Amended Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date and
except for Section 3(c) of the Securities Purchase Agreement with respect
to (i) the number of shares of Common Stock outstanding which as of the
date hereof is 846,227,669; and (ii) the number of outstanding
convertible securities, which is disclosed in the Company’s most recent
public filings with the SEC) and the Company shall have performed,
satisfied and complied in all material respects with the covenants,
agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the
third Amended Closing Date.
	 
	 	iii.	 	The Company shall have executed and delivered to
the Buyer the Series B Convertible Debenture in the respective amounts
set forth in Section 1(c) hereof.




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	 	iv.	 	The Company’s actual expenses and cash expenditures
for each of the full calendar months from June 1, 2008 until the third
Amended Closing Date shall have been less than or equal to the projected
amounts set forth on the Budget, subject to the Margin of Deviation.
	 
	 	v.	 	The Company shall have achieved the First Milestone
on or prior to March 31, 2009.
	 
	 	vi.	 	The third Amended Closing Date shall not be before
August 1, 2008.
	 
	 	vii.	 	The Company shall have certified, in a certificate
executed by two officers of the Company and dated as of the third Amended
Closing Date, that all conditions to the third Amended Closing have been
satisfied.






	 	d.	 	The obligation of the Buyer to purchase the Series B Convertible
Debenture at the fourth Amended Closing is subject to the satisfaction, at or
before the fourth Amended Closing Date, of each of the following conditions:






	 	i.	 	The Common Stock (I) shall be designated for
quotation or listed on the Principal Market and (II) shall not have been
suspended, as of the fourth Amended Closing Date, by the SEC or the
Principal Market from trading on the Principal Market nor shall
suspension by the SEC or the Principal Market have been threatened, as of
the fourth Amended Closing Date, either (A) in writing by the SEC or the
Principal Market or (B) by falling below the minimum listing maintenance
requirements of the Principal Market.
	 
	 	ii.	 	The representations and warranties of the Company
set forth herein and in the Securities Purchase Agreement shall be true
and correct in all material respects (except to the extent that any of
such representations and warranties is already qualified as to
materiality in Section 3 of the Securities Purchase Agreement, in which
case, such representations and warranties shall be true and correct
without further qualification) as of the date when made and as of the
fourth Amended Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date and
except for Section 3(c) of the Securities Purchase Agreement with respect
to (i) the number of shares of Common Stock outstanding which as of the
date hereof is 846,227,669; and (ii) the number of outstanding
convertible securities, which is disclosed in the Company’s most recent
public filings with the SEC) and the Company shall have performed,
satisfied and complied in all material respects with the covenants,
agreements and conditions required by the Transaction Documents to be
performed, satisfied or complied with by the Company at or prior to the
fourth Amended Closing Date.
	 
	 	iii.	 	The Company shall have executed and delivered to
the Buyer the Series B Convertible Debenture in the respective amounts
set forth in Section 1(c) hereof.
	 
	 	iv.	 	The Company’s actual expenses and cash expenditures
for each of the full calendar months from June 1, 2008 until the fourth
Amended Closing Date shall have been less than or equal to the projected
amounts set forth on the Budget, subject to the Margin of Deviation.




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	 	v.	 	The Company shall have achieved the Second
Milestone on or before May 31, 2009.
	 
	 	vi.	 	The fourth Amended Closing Date shall not be before
October 1, 2008.
	 
	 	vii.	 	The Company shall have certified, in a certificate
executed by two officers of the Company and dated as of the fourth
Amended Closing Date, that all conditions to the fourth Amended Closing
have been satisfied.






	 	e.	 	Defined Terms. For the purposes of this Section 2, the
following terms shall have the following meanings:






	 	i.	 	“First Milestone” means the enrollment of
the first human patient in a Phase II Trial for wound healing in a
dermatological study using a topical application of the Company’s AVR123.
	 
	 	ii.	 	“Second Milestone” means the enrollment of
12 patients in a Phase II Trial for wound healing in a dermatological
study using a topical application of the Company’s AVR123.
	 
	 	iii.	 	“Phase II Trial” means a, closely monitored
human clinical trial designed to measure safety and efficacy in a small
number of patients sponsored by the Company or one of its subsidiaries
that complies with the requirements of the Food and Drug Administration.






	 	3.	 	Amendments and Agreements. The Buyer and the Company further agree as follows:






	 	a.	 	The Registration Rights Agreement is hereby terminated and of no
further force or effect and all obligations of the Buyer or the Company pursuant
to the Securities Purchase Agreement which are in any way triggered, impacted by or
otherwise affected by the filing, or effectiveness of a Registration Statement
shall be terminated.
	 
	 	b.	 	The provisions of Section 4(g)(i) of the Securities Purchase Agreement
shall not be applicable with respect to the Amended Closings, however, the Company
shall pay monitoring fees (the “Monitoring Fees”) in the aggregate amount
of $125,000, of which $62,500 shall be paid directly from the proceeds of the first
Amended Closing and $62,500 shall be paid directly from the proceeds of the third
Amended Closing and shall be used to compensate Yorkville Advisors, LLC
(“Investment Manager”) for monitoring and managing the purchase and
investment made by the Buyer described herein and in the Securities Purchase
Agreement, pursuant to the Investment Manager’s existing advisory obligations to
the Buyer.
	 
	 	c.	 	The provisions of Section 4(n) of the Securities Purchase Agreement
titled “Rights of First Refusal” shall no longer be in effect.
	 
	 	d.	 	Any default under this Agreement shall constitute an Event of Default
under the Transaction Documents.
	 
	 	e.	 	All references to the term “Fixed Price” in Section 4 (k) of the
Securities Purchase Agreement, shall mean “Fixed Conversion Price.”




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	 	f.	 	All references in the Transaction Documents to the term “Primary
Market” shall mean “Principal Market.”






	 	4.	 	Effect of this Agreement. Except as modified pursuant hereto, no other changes
or modifications to the Transaction Documents are intended or implied and in all other
respects the Transaction Documents are hereby specifically ratified, restated and confirmed
by all parties hereto as of the effective date hereof. To the extent of conflict between
the terms of this Agreement and the other Transaction Documents, the terms of this
Agreement shall control.





     IN WITNESS WHEREOF, this Agreement is executed and delivered as of the day and year first
above written.



	 	 	 	 	 
	 	Advanced Viral Research Corp.

 	 
	 	By:  	/s/ Stephen Elliston
 	 
	 	 	Title: Chief Executive Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	YA Global Investments, L.P.

 	 
	 	By:  	Yorkville Advisors, LLC
 	 
	 	 	Its: Investment Manager 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Gerald Eicke
 	 
	 	 	Title: Managing Partner 	 
	 	 	 	 
	 




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