Exhibit 10.5


 


EXECUTION COPY


 


 


University of Pennsylvania


 


Third Amendment to the Amended and Restated
Patent License Agreement


 


This Third Amendment
(the “Third Amendment”) is made and entered into as of December 12, 2011 (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 305 College Road East, Princeton, NJ 08540.


 


WHEREAS, Penn and Company
entered into an Amended and Restated License Agreement dated February 13, 2007 (the “Agreement”); and


 


WHEREAS, Penn and Company
entered into a First Amendment to the Agreement dated March 26, 2007 (the “First Amendment”); and


 


WHEREAS, Penn and Company
entered into a Second Amendment to the Agreement dated May 10, 2010 (the “Second Amendment”); and


 


WHEREAS, Company desires
to further amend the Agreement to add docket numbers W5279 and X5631 (hereinafter referred to as the “Additional Penn Dockets”)
developed under the supervision of, or in collaboration with, Dr. Yvonne Paterson;


 


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


 


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 deleted in its entirety and replaced with Exhibit 1
to this Third Amendment, which includes the Additional Penn Dockets.



 


		2)	On the Effective Date of this Third Amendment Company shall pay to Penn a non-refundable, non-assessable
option exercise fee of $20,000.



 


		3)	Within thirty (30) days of the execution of this Third Amendment, Company agrees to pay all historical
patent expenses associated with this Third Amendment, if any, that adds the Additional Dockets. These expenses include, but are
not limited to, all historically accrued patent and licensing expenses, attorney’s 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 the Additional Penn Dockets on or before the Effective Date of this Third Amendment.



 


		4)	This section reaffirms Company’s obligations to reimburse Penn for all documented attorney’s
fees, expenses, official fees and other charges incident to the preparation, prosecution, maintenance and licensing of Penn Patent
Rights pursuant to the terms of the Agreement, as amended.



 



    	 



    	 



    

 


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		5)	Except as specifically modified or amended hereby, the Agreement, as amended by the First Amendment
and the Second Amendment, shall remain in full force and effect.



 


		6)	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.



 


		7)	This Third 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, intending
to be legally bound, have caused this Third Amendment to be executed by their duly authorized representatives.


 


	THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA
	By:	/s/ Michael J. Cleare	 
	Name:	Michael J. Cleare, PhD	 
	Title:	Executive Director	 
	Date:	12/07/11	 


 


	ADVAXIS, INC.	 
	By:	/s/ John Rothman	 
	Name:	John Rothman	 
	Title:	Executive VP: Science & Operations	 
	Date:	December 2, 2011	 


 



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Exhibit 1

List of Intellectual Property


 


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





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	02/07/1994	 	08/192,857	 	 	 	CIP	 	Abandoned	 	US
	10/31/1990	 	07/606,546	 	 	 	Utility	 	Abandoned	 	US
	03/26/1993	 	08/038,356	 	 	 	CIP	 	Abandoned	 	US
	12/30/1994	 	08/366,477	 	5,830,702	 	Continuation	 	Issued	 	US


 


	H1219	Specific Immunotherapy of Cancer Using a Live Recombinant Bacterial Vaccine Vector





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	11/03/1995	 	PCT/U51995/014741	 	11/03/1995	 	PCT	 	Expired	 	WPO
	11/03/1995	 	95939926.2	 	0790835	 	EPOValidated	 	Issued	 	Germany
	11/03/1995	 	95939926.2	 	0790835	 	EPOValidated	 	Issued	 	Switzerland
	11/03/1995	 	95939926.2	 	0790835	 	EPOValidated	 	Issued	 	Liechtenstein
	11/03/1995	 	95939926.2	 	0790835	 	EPOValidated	 	Issued	 	Belgium
	11/03/1995	 	95939926.2	 	0790835	 	EPOValidated	 	Issued	 	Ireland
	11/03/1995	 	95939926.2	 	0790835	 	EPOValidated	 	Issued	 	France
	11/03/1995	 	95939926.2	 	0790835	 	EPOValidated	 	Issued	 	UK
	11/03/1995	 	515534/96	 	3995712	 	National Phase	 	Issued	 	Japan
	11/08/1994	 	08/336,372	 	6,051,237	 	Utility	 	Issued	 	US
	11/03/1995	 	95939926.2	 	0790835	 	National Phase	 	Issued	 	EPO
	11/03/1995	 	2,204,666	 	2,204,666	 	National Phase	 	Issued	 	Canada
	05/10/2007	 	2007-125462	 	 	 	Divisional	 	Filed	 	Japan


 


Methods and compositions for Immunotherapy
of cancer 


	03/27/2000	 	09/535,212	 	6,565,852	 	CIP	 	Issued	 	US
	05/20/2003	 	10/441,851	 	7,135,188	 	Continuation	 	Filed	 	US


 


	J1598	Bacterial Vaccines Comprising Auxotrophic, Attenuated Strains of $1(Listeria)Expressing Heterologous Antigens





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	11/13/1998	 	PCT/US1998/024357	 	 	 	PCT	 	Expired	 	WPO


 



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	 	Immunogenic Compositions Comprising DAL/DAT Double-Mutant, Auxotrophic, Attenuated Strains of Listeria and their Methods of Use





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	11/13/1998	 	2,309,790	 	05083948	 	National Phase	 	Issued	 	Canada
	11/18/1997	 	08/972,902	 	6,099,848	 	Utility	 	Issued	 	US
	11/13/1998	 	14108/99	 	730296	 	National Phase	 	Issued	 	Australia
	10/07/2008	 	12/216,806	 	 	 	Continuation	 	Filed	 	US
	11/13/1998	 	98957980.0	 	1032417	 	National Phase	 	Issued	 	EPO
	11/13/1998	 	98957980.0	 	 	 	EPOValidated	 	Issued	 	France
	11/13/1998	 	98957980.0	 	698 41 437.
 3-08	 	EPOValidated	 	Issued	 	Germany
	11/13/1998	 	98957980.0	 	 	 	EPOValidated	 	Issued	 	UK


 


	 	Isolated nucleic adds comprising Listeria dal and dat genes





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	03/07/2000	 	09/520,207	 	6,504,020	 	Divisional	 	Issued	 	US
	05/01/2002	 	10/136,253	 	6,635,749	 	Divisional	 	Issued	 	US


 


	 	A Bacterial Vaccine Vector and Methods of Use Thereof





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	09/11/2003	 	10/660,194	 	7,488,487	 	Continuation	 	Issued	 	US


 


	L2134	Compositions, Methods, and Kits for Enhancing the Immunogenicity of a Bacterial Vaccine Vector





	File Date	 	Serial No.	 	Patent No.	 	App, Type	 	Status	 	Country
	01/09/2003	 	60/439,009	 	 	 	Provisional	 	Expired	 	US
	01/04/2001	 	60/259,738	 	 	 	Provisional	 	Expired	 	US
	 	 	20044204751	 	 	 	National Phase	 	Abandoned	 	Australia
	 	 	06104227 1	 	 	 	National Phase	 	Abandoned	 	Hong Kong
	01/08/2004	 	PCT/US2004/000366	 	 	 	PCT	 	Expired	 	WPO
	01/08/2004	 	04700858.6	 	 	 	EPO	 	Abandoned	 	EPO
	 	 	2,512,812	 	 	 	National Phase	 	Abandoned	 	Canada
	 	 	169553	 	 	 	National Phase	 	Abandoned	 	Israel
	01/08/2008	 	2006-500840	 	 	 	National Phase	 	Abandoned	 	Japan
	04/27/2006	 	10/541,614	 	 	 	National Phase	 	Filed	 	US


 


	02876	Compositions and Methods for Enhancing the Immunogenicity of Antigens
	 	 
	Q3610	Antibiotic Resistance Free DNA Vaccines





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	08/13/2004	 	60/601,493	 	 	 	Provisional	 	Expired	 	US
	 	 	05810446.4	 	 	 	EPO	 	Abandoned	 	EPO
	 	 	2007-525862	 	 	 	National Phase	 	Filed	 	Japan
	08/15/2005	 	2,577,270	 	 	 	National Phase	 	Abandoned	 	Canada
	08/15/2005	 	PCT/US2005/028896	 	 	 	PCT	 	Expired	 	WPO
	08/15/2005	 	2005271247	 	 	 	National Phase	 	Abandoned	 	Australia
	08/15/2005	 	11/203,408	 	 	 	Utility	 	Filed	 	US


 



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	Q3614	Methods for Constructing Antibiotic Resistance Free Vaccines





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	08/15/2005	 	PCT/US2005/028895	 	 	 	PCT	 	Expired	 	WPO
	08/13/2004	 	60/601,492	 	 	 	Provisional	 	Expired	 	US
	08/15/2005	 	2005271246	 	 	 	National Phase	 	Abandoned	 	Australia
	08/15/2005	 	2,577,306	 	 	 	National Phase	 	Abandoned	 	Canada
	08/15/2005	 	2007-525861	 	 	 	National Phase	 	Filed	 	Japan
	08/15/2005	 	05808671.1	 	 	 	EPO	 	Filed	 	EPO
	08/15/2005	 	11/203,415	 	 	 	Utility	 	Filed	 	US


 


	 	Antibiotic Resistance Free Vaccines and Methods for Constructing and Using Same





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	04/16/2007	 	11/785,249	 	 	 	CIP	 	Filed	 	US
	04/27/2007	 	11/818,965	 	 	 	CIP	 	Filed	 	US
	04/15/2008	 	08742912.2	 	 	 	National Phase	 	Filed	 	EPO
	04/15/2008	 	2010-504068	 	 	 	National Phase	 	Filed	 	Japan
	04/15/2008	 	PCT/U508/04861	 	 	 	PCT	 	Expired	 	WPO


 


	 	A technique for constructing antibiotic resistant free vaccine strains of plasmid L monocytogenes that express antigen from a high copy number





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	4/27/2007	 	60/924,033	 	 	 	Provisional	 	Expired	 	US


 


	R3702	Listeria-Based and Llo-Based Vaccines





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	 	 	2,581,331	 	 	 	National Phase	 	Abandoned	 	Canada
	09/14/2005	 	PCT/US2005/032682	 	 	 	PCT	 	Expired	 	WPO
	 	 	2007-533537	 	 	 	National Phase	 	Filed	 	Japan
	 	 	2005289957	 	 	 	National Phase	 	Abandoned	 	Australia
	11/10/2005	 	60/735,184	 	 	 	Provisional	 	Expired	 	US
	 	 	05811815.9	 	 	 	National Phase	 	Filed	 	EPO
	09/24/2004	 	10/949,667	 	7,794,729	 	CIP	 	Issued	 	US
	09/13/2005	 	11/223,945	 	7,820,180	 	CIP	 	Issued	 	US


 


	 	LLO-encoding DNA/nucleic acid vaccines and methods comprising same





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	11/13/2006	 	12/084,829	 	 	 	National Phase	 	Abandoned	 	US
	11/13/2006	 	PCT/U506/43987	 	 	 	PCT	 	Expired	 	WPO


 



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	54225	Compositions and Methods for Treatment of Non-Hodgkins Lymphoma





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	05/02/2006	 	11/415,271	 	 	 	CIP	 	Filed	 	US
	05/02/2007	 	PCT/US2007/10635	 	 	 	PCT	 	Expired	 	WPO


 


	 	Compositions and Methods for Enhancing the Immunogenicity of Antigens





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	03/07/2008	 	08726578.1	 	 	 	National Phase	 	Filed	 	EPO
	03/07/2008	 	2009-552749	 	 	 	National Phase	 	Filed	 	Japan


 


	 	Compositions and Methods for Treatment of Cervical Cancer





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	03/08/2007	 	11/715,497	 	 	 	CIP	 	Filed	 	US
	03/07/2008	 	PCT/US2008/03067	 	 	 	PCT	 	Expired	 	US


 


	S4243	Methods and Compositions for Treating IgE-Mediated Diseases





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	08/06/2007	 	07811120.0	 	 	 	National Phase	 	Filed	 	EPO
	08/06/2007	 	2009-523812	 	 	 	National Phase	 	Abandoned	 	Japan
	08/04/2006	 	60/835,420	 	 	 	Provisional	 	Expired	 	US
	08/06/2007	 	PCT/US2007/017479	 	 	 	PCT	 	Expired	 	WPO
	08/06/2007	 	11/882,782	 	 	 	Utility	 	Abandoned	 	US


 


	T4531	Detoxified Non-Hemolytic LLO (by Site-Direct Mutagenesis) as a Protein Carrier for Antigens to Enhance Immunogenicity





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	06/23/2008	 	12/213,696	 	 	 	CIP	 	Filed	 	US
	06/22/2009	 	PCT/US09/413085	 	 	 	PCT	 	Flied	 	WPO


 


	U4810	Compositions Comprising Angiogenic Factors and Methods of use Thereof





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	03/04/2009	 	61/157,367	 	 	 	Provisional	 	Filed	 	US
	03/04/2010	 	PCT/US10/26257	 	 	 	PCT	 	Filed	 	WPO


 


	W5279	ISG 15 is a novel tumor antigen that can be used as a target for immunotherapy





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	4/19/10	 	61/325473	 	 	 	Provisional	 	Filed	 	US
	TBD	 	TBD	 	 	 	Utility	 	In Prep	 	US


 



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	X5631	The use of Listeria vaccine vectors to reverse vaccine unresponsiveness in parasitically infected individuals





	File Date	 	Serial No.	 	Patent No.	 	App Type	 	Status	 	Country
	10/01/2010	 	61/388,822	 	 	 	Provisional	 	Filed	 	US
	11/03/2010	 	61/409,730	 	 	 	Provisional	 	Filed	 	US


 



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