Exhibit 10.1


 


University
of Pennsylvania


 


First Amendment to the Amended and Restated
Patent License Agreement


 


THIS FIRST AMENDMENT
(the “Amendment”) is made and entered into as of March 26, 2007 (the “Effective Date”) by and between
The Trustees of the University of Pennsylvania (hereinafter referred to as “PENN”) and Advaxis, Inc., a corporation
organized and existing under the laws of Delaware (hereinafter referred to as “COMPANY”) having a place of business
at Technology Centre of New Jersey, Suite 117, 675 U.S. Route 1, North Brunswick, NJ 08902.


 


All terms not specifically
defined herein will have the meaning ascribed to them in the Agreement.


 


WHEREAS, PENN and COMPANY
entered into an Amended and Restated License Agreement as of February 13, 2007 (the “Agreement”); and


 


WHEREAS, COMPANY desires
to exercise its option to license docket number R3702, further described as Listeria-Based and LLO-Based Vaccines developed under
the supervision of, or in collaboration with, Dr. Yvonne Paterson.


 


NOW, THEREFORE, in
consideration of the foregoing premises, and intending to be legally bound hereby, the parties hereto agree as follows:


 


		1)	Attachment 1 - List of Intellectual Property is amended to include R3702: Listeria-Based and LLO-Based
Vaccines pursuant to Attachment 1 hereto.



 


		2)	Simultaneous with the execution of this Amendment, COMPANY shall pay to PENN an option exercise
fee of $10,000.



 


		3)	In addition, COMPANY agrees to reimburse PENN, simultaneously with the execution of this Amendment,
for all historically accrued patent and licensing expenses, attorneys fees, official fees and all other charges incident to the
preparation, prosecution and maintenance of the PENN PATENT RIGHTS that were incurred and docketed by PENN relating to R3702 on
or before the Effective Date. Such expenses received by PENN totaled $33,788.62 as of March 22, 2007.



 


		4)	Except as specifically modified or amended hereby, the Agreement shall remain in full force and
effect.



 


		5)	No provision of this Amendment may be modified or amended except expressly in a writing signed
by all parties nor shall any term be waived except expressly in a writing signed by the party charged therewith.



 


		6)	This Amendment may be executed in two or more counterparts, each of which shall be deemed an original
but all of which taken constitute one and the same instrument.



 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have signed this Amendment on the day and year first written above.


 


	THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA	 
	 	 
	By:	/s/ John Zawad	 
	 	 	 
	Name:	John Zawad	 
	 	 	 
	Title:	Managing Director	 


 


	ADVAXIS, INC.	 
	 	 
	By:	/s/ Thomas A. Moore	 
	 	 	 
	Name:	Thomas A. Moore	 
	 	 	 
	Title:	CEO	 




 



    	 



    	 



    

 


ATTACHMENT 1 - List of Intellectual Property


 


D751: Live Recombinant
Listeria Monocytogenes Vaccines and Production of Cytotoxic T-Cell Response


 


H1219: Use of Listeria
as a Live Cancer Vaccine


 


H1219-CIP: Methods and
Compositions for Immunotherapy of Cancer


 


J1598: Immunogenic Compositions
Comprising Aal/Dat Double Mutant Auxotrophic, Attenuated Strains of Listeria and Their Methods of Use.


 


M2244: Method for Enhancing
Immunogenicity of Antigens


 


M2244-CIP: Improved Cell-Mediated
Immunity and Tumor Mediated Immunity with Listeriolysin (LLO).


 


N2483: Method for Enhancing
the Immunogenicity of Antigens.


 


02876: Compositions and
Methods for Enhancing the Immunogenicity of Antigens


 


02883: A Technique for
Constructing Antibiotic-Resistance Free Vaccine Strains of L. Monocytogenes.


 


R3702: The Construction
of L. Monocytogenes Strains that Express and Secrete HER-2/neu Fragments and the Efficacy of such Strains in Inducing a CTL Response
and Controlling Tumor Growth In Vivo


 


	PENN

DOCKET

 NO.	 	TITLE	 	PATENTS/

 APPLICATIONS	 	OUTSIDE

 PROSECUTING

 ATTORNEY (if any)
	D751	 	Live Recombinant Listerial Monocytogenes Vaccines and Production of Cytotoxic T-Cell Response	 	 	 	 
	H1219	 	Use of Listeria as a Live Cancer Vaccine	 	 	 	 
	H1219-CIP	 	Methods and Compositions for Immunotherapy of Cancer	 	 	 	 
	J1598	 	Immunogenic Compositions Comprising Aal/Dat Double Mutant Auxotrophic, Attenuated Strains of Listeria and Their Methods of Use	 	 	 	 
	M2244	 	Method for Enhancing the Immunogenicity of Antigens	 	 	 	 
	M2244-CIP	 	Improved Cell-Mediated Immunity and Tumor Mediated Immunity with Listeriolysin (LLO)	 	 	 	 
	N2483	 	Method for Enhancing the Immunogenicity of Antigens	 	 	 	 


 



    	 



    	 



    

 


ATTACHMENT 1 - List of Intellectual Property


 


	02876	 	Compositions and Methods for Enhancing the Immunogenicity of Antigens	 	 	 	 
	02883	 	A Technique for Constructing Antibiotic- Resistance Free Vaccine Strains of L. Monocytogenes	 	 	 	 
	R3702	 	The Construction of L. Monocytogenes Strains that Express and Secrete HER-2/neu Fragments and the Efficacy of such Strains in Inducing a CTL Response and Controlling Tumor Growth In Vivo