Exhibit
4.17

     

    
      
        
          
            	
                    $__________

                  	
                    February___,
      2010

                  


          

        

      

    

     

    ADVAXIS,
INC.

     

    AMENDED AND RESTATED SENIOR
PROMISSORY NOTE

     

    THIS
AMENDED AND RESTATED SENIOR PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAW.  NO SALE, TRANSFER, PLEDGE OR ASSIGNMENT OF THIS
SENIOR PROMISSORY NOTE SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS
MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR (B) SUCH TRANSFER
IS MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAW.

     

    FOR VALUE
RECEIVED, Advaxis, Inc., a Delaware corporation (the “Company”), promises to pay
to the order of Thomas A. Moore, the joint registered holder or registered
assigns hereof (the “Holder”), the
principal amount of up to __________ dollars ($______), payable on the earlier
of (i) the date of consummation of an equity financing by the Company in an
amount of $6,000,000 or more and (ii) the occurrence of any event described in
Section 2 hereof (“Maturity Date”),
together with interest on the outstanding principal amount of this Note,
accruing at the rate of twelve percent (12%) per annum, compounded daily,
commencing on the date hereof, subject to Section 2 hereof.  All
interest shall be calculated on the basis of a 360-day year counting the actual
days elapsed.  Accrued interest shall be payable upon the maturity of
this Note and at the time of any prepayment, as provided
below.  Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Note Purchase Agreement, dated September
22, 2008, as may be amended, between the Company and the Holder (the “Note Purchase
Agreement”).

     

    1.           Payments and
Prepayments.

     

    (a)           Payments
of principal and interest on this Note shall be made at the Holder’s address as
set forth in the Note Purchase Agreement, or such other place or places as may
be specified by the Holder of this Note in a written notice to the
Company.

     

    (b)           Principal
shall be paid commencing April 15, 2010 and on the 15th day of
each consecutive month thereafter in the amount of $100,000 plus interest until
there is a balance of $200,000 which shall remain outstanding and paid at the
option of the Holder.  Accrued and unpaid interest on the outstanding
principal amount of this Note may, at the option of the Holder, be paid by the
Company on or after March 17, 2010.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)           Payments
of principal and interest on this Note shall be made in lawful money of the
United States of America by wire transfer of immediately available funds so as
to be received by the Holder on the due date of such payment.

     

    (d)           If
any payment on this Note becomes due and payable on a Saturday, Sunday or other
day on which commercial banks in New York, New York are authorized or required
by law to close, the maturity thereof shall be extended to the next succeeding
business day and, with respect to payments of principal, interest thereon shall
be payable during such extension.

     

    (e)           This
Note may be prepaid in whole or in part at the option of the Company at any time
prior to the Maturity Date without penalty or premium.  Accrued
interest on any amount of principal prepaid shall be due and payable at the time
of such prepayment.  All amounts due hereunder shall be due and
payable on the Maturity Date.

     

    2.           Events of
Default.  In
the event that any one or more of the following occurs and upon written notice
to the Company of such event (each, an “Event of
Default”):

     

    (a)           the
Company defaults in the payment of principal on the date due or defaults in the
payment of interest required to be made on this Note and such default in the
payment of interest shall continue for a period of ten (10) days;

     

    (b)           the
Company ceases all or substantially all of its business activities other than by
reason of natural disaster; material fire or other casualty; quarantine or
epidemic or other cause beyond the Company’s reasonable control, and the Company
does not resume all or substantially all of its business activities within sixty
(60) days thereafter;

     

    (c)           the
Company hereafter makes an assignment for the benefit of creditors, or files a
petition in bankruptcy as to itself, is adjudicated insolvent or bankrupt,
petitions a receiver of or any trustee for the Company or any substantial part
of the property of the Company under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether or not hereafter in effect; or if there is hereafter
commenced against the Company any such proceeding and an order approving the
petition is entered or such proceeding remains undismissed for a period of sixty
(60) days, or the Company by any act or omission to act indicates its consent to
the approval of or acquiescence in any such proceeding or the appointment of any
receiver of, or trustee for, the Company or any substantial part of its
properties, or suffers any such receivership or trusteeship to continue
undischarged for a period of sixty (60) days;

     

    then, and
in any such event, and at any time thereafter, if such event shall then be
continuing, the Holder of this Note may (x) upon written demand to the Company,
declare this Note (including the Premium) immediately due and payable, whereupon
the same shall be immediately due and payable and/or (y) pursue any and all
available remedies against the Company for the collection of outstanding
principal and interest under this Note.  Upon the occurrence and
during the continuance of any Event of Default, the interest rate per annum set
forth on the first page hereof shall be increased by 0.1% per day until the cure
of such Event of Default; provided, that in no event shall such interest rate be
increased above the maximum amount permitted by applicable law.

     

    
      
         

      

      
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    3.           Miscellaneous.

     

    (a)           Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note and of a letter of indemnity reasonably
satisfactory to the Company, and upon reimbursement to the Company of all
reasonable expenses incident thereto, and upon surrender or cancellation of this
Note, if mutilated, the Company will make and deliver a new Note of like tenor
in lieu of such lost, stolen, destroyed or mutilated Note.

     

    (b)           Except
as otherwise expressly provided in this Note, the Company hereby waives
diligence, demand, presentment for payment, protest, dishonor, nonpayment,
default, and notice of any and all of the foregoing.

     

    (c)           Neither
any provision of this Note nor any performance hereunder may be amended or
waived orally, but only by an agreement in writing and signed by the party
against whom enforcement of any waiver, change, modification or discharge is
sought. All rights and remedies conferred upon the Holder under this Note shall
be cumulative and may be exercised singly or concurrently.

     

    (d)           No
course of dealing between the Company and the Holder, or any failure or delay on
the part of the Holder in exercising any rights or remedies, or any single or
partial exercise of any rights or remedies, shall operate as a waiver or
preclude the exercise of any other rights or remedies available to the
Holder.

     

    (e)           In
the event that the Holder shall, during the continuance of an Event of Default,
turn this Note over to an attorney for collection, the Company shall further be
liable for and shall pay to the Holder all collection costs and expenses
incurred by the Holder, including reasonable attorneys’ fees and expenses; and
the Holder may take judgment for all such amounts in addition to all other sums
due hereunder.

     

    (f)           This
Note shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to any principles of conflict of laws.

     

    (g)           This
Note is an amendment and restatement of, but not in satisfaction of, that Senior
Promissory Note dated June 15, 2009 in the principal amount of
$_______.

     

    [Signature
Page Follows]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the Company has duly caused this Note to be signed on its
behalf, in its corporate name and by its duly authorized officer as of the date
and year first written above.

     

    
      
        
          	 
      	
                  ADVAXIS,
      INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    

     

    
      
         

      

      
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