Second Amendment to Exclusive License Agreement



 EXHIBIT 10.1 
 SECOND AMENDMENT 
 TO EXCLUSIVE LICENSE AGREEMENT

 THIS SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of
August 1, 2009 (“Effective Date”), by and between Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“CSMC”), and ImmunoCellular Therapeutics, Ltd., a Delaware corporation (“Licensee”),
under the following circumstances: 
  

	 	A.	CSMC and Licensee entered into an Exclusive License Agreement dated November 17, 2006 (the “Agreement”), whereby CSMC granted to Licensee an exclusive
license to use the Patent Rights and the Technical Information (as such terms are defined in the Agreement) pursuant to the terms and conditions of the Agreement. 

  

	 	B.	The parties desire to amend the Agreement to modify (i) Licensee’s contact information as set forth in the Preamble to and Section 13.1 thereof; and
(ii) revise the list of Milestones set forth in Exhibit D thereto, each as further described herein. 

 NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 1. Recitals; Defined Terms. The parties hereby acknowledge and agree that Recital A is true and
accurate. Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement. 
 2.
Amendments to Agreement. 
  

	 	a.	The address of Licensee set forth in the Preamble to the Agreement is hereby modified to read as follows: “21900 Burbank Boulevard, Third Floor, Woodland Hills, CA
91367.” 

  

	 	b.	Licensee’s contact information, as set forth in Section 13.1 of the Agreement, is hereby modified to read as follows: 

 “ImmunoCellular Therapeutics, Ltd. 
 21900 Burbank Boulevard, Third Floor 
 Woodland Hills, CA 91367 
 Fax: (818) 992-2908” 
  

	 	c.	Exhibit D (Milestones) of the Agreement is hereby amended and restated in its entirety in the form set forth in Attachment A hereto. 

 3. Other Provisions. This Amendment is a revision to the Agreement only, it is not a novation thereof. Except as
otherwise provided herein, the terms and conditions of the Agreement shall remain in full force and effect. Upon the Effective Date, each








 
reference in the Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Agreement shall mean and refer to
the Agreement as amended by this Amendment. 
 4. Reaffirmation of Representations and Warranties.
Licensee and CSMC each reaffirms each of its representations and warranties set forth in the Agreement as if such representations and warranties were set forth in full in this Amendment. Licensee also acknowledges to CSMC that, as of the date of
this Amendment (and reflecting the revised milestones set forth in Attachment A hereto), it is not in default under the Agreement, nor has it breached any of the provisions of the Agreement. Licensee affirms to CSMC that, as of the date
of this Amendment, it does not, to its best knowledge, have any defenses, offsets or counterclaims against CSMC with respect to the Agreement. 
 5. Further Assurances. Each of the parties hereto shall execute such further documents and instruments, and do all such further acts, as may be necessary or required in order
to effectuate the intent and accomplish the purposes of this Amendment. 
 6. Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 
 *            *            *            *   
         * 
 IN WITNESS WHEREOF, the parties have executed this Amendment to
Exclusive License Agreement as of the day and year first above written. 
  

					
	Dated:         July 21            , 2009	 	CEDARS-SINAI MEDICAL CENTER
			
		 	By:	 	 /s/    Edward M. Prunchunas

		 	Name:	 	Edward M. Prunchunas
		 	Title:	 	Senior Vice President & CFO
			
		 	By:	 	 /s/    Richard S. Katzman

		 	Name:	 	Richard S. Katzman
		 	Title:	 	Vice President for Academic Affairs
		
	Dated:         July 22            , 2009	 	IMMUNOCELLULAR THERAPEUTICS, LTD.
			
		 	By:	 	 /s/    Manish Singh

		 	Name:	 	Manish Singh
		 	Title:	 	President and Chief Executive Officer

  

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	 ACKNOWLEDGED AND AGREED:
  
 INVENTOR

		
	 By:
	 	 /s/    John Yu

		 	John Yu, M.D.

  

 3 








 Attachment A 
 SCHEDULE D 
 MILESTONES 
 1. On or before March 31, 2007, Licensee shall initiate a Phase I clinical trial for at least one (1) Product consistent with
sound business practices and judgment. 
 2. On or before December 31, 2008, Licensee shall have raised at least an
additional $5,000,000 in funding through one or more sources, including equity or debt financing or government or private grants; provided, however that this milestone shall not apply in the event Licensee has secured a sublicensee in compliance
with the terms of this Agreement who has agreed to perform at its expense or to otherwise fund all or substantially all of the costs of completing a Phase II clinical trial for at least one Product consistent with sound business practices and
judgment. 
 3. On or before June 30, 2010, Licensee shall initiate a Phase I clinical trial for a second Product
consistent with sound business practices and judgment. 
 4. On or before March 31, 2012, Licensee shall initiate a Phase
II clinical trial for at least one product consistent with sound business practices and judgment. 
 5. On or before
December 31, 2014, Licensee shall initiate a Phase III clinical trial for at least one Product consistent with sound business practices and judgment. 
 6. On or before December 31, 2013, Licensee shall have raised at least an additional $10,000,000 in funding through one or more sources, including equity or debt financing or government or private
grants; provided, however, that this milestone shall not apply in the event Licensee has secured a sublicensee in compliance with the terms of this Agreement who has agreed to perform at its expense or to otherwise fund all or substantially all of
the costs of completing a Phase III clinical trial for at least one Product consistent with sound business practices and judgment. 
 7. On or before December 31, 2015, Licensee shall file for marketing approval with the FDA for at least one Product consistent with sound business practices and judgment.