UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



[X] ANNUAL
REPORT UNDER SECTION 13 OR 15(d)

OF
THE SECURITIES EXCHANGE ACT OF 1934



FOR
THE FISCAL YEAR ENDED - OCTOBER 31, 2014



OR



[  ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d)

OF
THE SECURITIES EXCHANGE ACT OF 1934



FOR
THE TRANSITION PERIOD FROM __________ TO __________



COMMISSION
FILE NUMBER 000-28489



ADVAXIS,
INC.

(Name
of Registrant in Its Charter)



|Delaware                                                           |  | 02-0563870                        
|------------------------------------------------------------------ |  | ----------------------------------
|(State
    or Other Jurisdiction of                                |  | (I.R.S. Employer                  
|Incorporation
    or Organization)                                 |  | Identification
    No.)           
|                                                                   |  |                                   
|305
    College Road East                                          |  |                                   
|Princeton,
    New Jersey                                          |  | 08540                             
|(Address
    of Principal Executive Offices)                       |  | (Zip
    Code)                    
|                                                                   |  |                                   
|(609)
    452-9813                                                
|(Issuer’s
    Telephone Number)                                   
|                                                                   |  |                                   
|Securities
    registered under Section 12(b) of the Exchange Act: |  | Common
    Stock - $.001 par value
|                                                                   |  | NASDAQ
     Capital Market        
|                                                                   |  |                                   
|Securities
    registered under Section 12(g) of the Exchange Act: |  | [None]                            



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes
[  ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.



Yes
[  ] No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.



Yes
[X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Yes
[X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
|-------------------------------- | ---------------------------------
|                                 |                                  
|Non-accelerated
    filer [  ]   | Smaller
    reporting company [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No
[X]



As
of April 30, 2014, the aggregate market value of the voting common equity held by non-affiliates was approximately $50,339,157
based on the closing bid price of the registrant’s Common Stock on the NASDAQ Capital Market. (For purposes of determining
this amount, only directors, executive officers, and 10% or greater shareholders and their respective affiliates have been deemed
affiliates). [X]



The
registrant had 23,644,808 shares of Common Stock, par value $0.001 per share, issued and outstanding as of December 26, 2014.



DOCUMENTS
INCORPORATED BY REFERENCE



None
















EXPLANATORY
NOTE



This
Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014, filed with the Securities
and Exchange Commission (the “SEC”) on January 6, 2015 (the “Original Filing”), is being filed to also
provide the information required by Items 10, 11, 12, 13 and 14 of Part III. This information was previously omitted from the
Original Filing in reliance on General Instruction G(3) to Form 10-K, which provides that registrants may incorporate by reference
certain information from a definitive proxy statement which involves the election of directors if such definitive proxy statement
is filed with the SEC within 120 days after the end of the Company’s 2014 fiscal year.



Pursuant
to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 amends the Original Filing and
contains new certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.



This
Amendment No. 1 to the Original Filing does not amend or otherwise update any other information in our Form 10-K. Accordingly,
this Amendment No. 1 should be read in conjunction with the Company’s other filings made with the SEC subsequent to the
filing of the Original Filing, including any amendments to those filings.



2







Form
10-K



Table
of Contents



|Part
    III |                                                                                                     |   
|------------ | --------------------------------------------------------------------------------------------------- | --
|             |                                                                                                     |   
|Item 10.     | Directors,
    Executive Officers and Corporate Governance                                          | 4 
|             |                                                                                                     |   
|Item 11.     | Executive
    Compensation                                                                          | 11
|             |                                                                                                     |   
|Item 12.     | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters | 17
|             |                                                                                                     |   
|Item 13.     | Certain
    Relationships and Related Transactions, and Director Independence.                      | 19
|             |                                                                                                     |   
|Item 14.     | Principal
    Accounting Fees and Services                                                          | 20
|             |                                                                                                     |   
|Part
    IV  |                                                                                                     |   
|             |                                                                                                     |   
|Item 15.     | Exhibits,
    Financial Statement Schedules                                                         | 21
|             |                                                                                                     |   
|Signatures   |                                                                                                     | 31



3









PART
III



Item
10: Directors, Executive Officers and Corporate Governance.



CORPORATE
GOVERNANCE MATTERS



Board
of Directors.



As
of December 26, 2014, our Board includes seven directors.



|Name                |  | Age |  | Position                                           
|------------------- |  | --- |  | ---------------------------------------------------
|                    |  |     |  |                                                    
|Dr. James P. Patton |  | 57  |  | Chairman of our
    Board of Directors             
|Daniel J. O’Connor  |  | 50  |  | President, Chief
    Executive Officer and Director
|Roni A. Appel       |  | 48  |  | Director                                           
|Richard J. Berman   |  | 72  |  | Director                                           
|Dr. Thomas McKearn  |  | 66  |  | Director                                           
|Dr. Samir Khleif    |  | 51  |  | Director                                           
|Dr. David Sidransky |  | 54  |  | Director                                           



Dr.
James Patton. Dr. Patton currently serves as the Chairman of our Board of Directors and has served as a member of our
Board of Directors since February 2002. Furthermore, Dr. Patton was the Chairman of our Board of Directors from November 2004
until December 31, 2005 and was our Chief Executive Officer from February 2002 to November 2002. Since February 1999, Dr. Patton
has been the Vice President of Millennium Oncology Management, Inc., which provides management services for radiation oncology
care to four sites. Dr. Patton was a trustee of Dundee Wealth US, a mutual fund family, from October 2006 through September 2014.
He is a founder and has been chairman of VAL Health, LLC, a health care consultancy, from 2011 to the present. In addition, he
was President of Comprehensive Oncology Care, LLC since 1999, a company that owned and operated a cancer treatment facility in
Exton, Pennsylvania until its sale in 2008. From February 1999 to September 2003, Dr. Patton also served as a consultant to LibertyView
Equity Partners SBIC, LP, a venture capital fund based in Jersey City, New Jersey. From July 2000 to December 2002, Dr. Patton
served as a director of Pinpoint Data Corp. From February 2000 to November 2000, Dr. Patton served as a director of Healthware
Solutions. From June 2000 to June 2003, Dr. Patton served as a director of LifeStar Response. He earned his B.S. from the University
of Michigan, his Medical Doctorate from Medical College of Pennsylvania, and his M.B.A. from Penn’s Wharton School. Dr.
Patton was also a Robert Wood Johnson Foundation Clinical Scholar. He has published papers regarding scientific research in human
genetics, diagnostic test performance and medical economic analysis. Dr. Patton’s experience as a trustee and consultant
to funds that invest in life science companies provide him with the perspective from which we benefit. Additionally, Dr. Patton’s
medical experience and service as a principal and director of other life science companies make Dr. Patton particularly qualified
to serve as our director and non-executive chairman.



Daniel
J. O’Connor. Mr. O’Connor joined Advaxis in January 2013 as Senior Vice President, Chief Legal and
Business Development Officer, was promoted to Executive Vice President in May 2013, and was appointed President and Chief Executive
Officer of Advaxis in August 2013. Mr. O’Connor has fifteen years of executive, legal, and regulatory experience in the
biopharmaceutical industry with ImClone Systems, PharmaNet and Bracco Diagnostics. Joining ImClone in 2003, Mr. O’Connor
supported the clinical development, launch, and commercialization of ERBITUX®. As ImClone’s senior vice president, general
counsel, and secretary, he played a key role in resolving numerous issues facing ImClone, including extensive licensing negotiations,
in advance of the company being sold to Eli Lilly & Company in 2008. Prior to joining ImClone, Mr. O’Connor was PharmaNet’s
general counsel and instrumental in building the company from a start-up contract research organization to an established world
leader in clinical research. Mr. O’Connor was also a criminal prosecutor in New Jersey and gained leadership experience
as a Captain in the U.S. Marines, serving in the Persian Gulf in 1990. Most recently, while at Bracco Diagnostics, a large private
pharmaceutical and medical device company, Mr. O’Connor was the company’s vice president and general counsel. Mr.
O’Connor’s extensive leadership and pharmaceutical experience particularly qualifies him to serve as our president,
CEO and director.



4







Roni
A. Appel. Mr. Appel has served as a member of our Board of Directors since November 2004. He was our President and Chief
Executive Officer from January 1, 2006 and Secretary and Chief Financial Officer from November 2004, until he resigned as our
Chief Financial Officer on September 7, 2006 and as our President, Chief Executive Officer and Secretary on December 15, 2006.
From December 15, 2006 to December 2007, Mr. Appel served as a consultant to us. Mr. Appel currently is a self-employed consultant.
Previously, he served as Chief Executive Officer of Anima Cell Metrology Ltd., from 2008 through January 31, 2013. From 1999 to
2004, he was a partner and managing director of LV Equity Partners (f/k/a LibertyView Equity Partners). From 1998 until 1999,
he was a director of business development at Americana Financial Services, Inc. From 1994 to 1998, he was an attorney and completed
his M.B.A at Columbia University. Mr. Appel’s longstanding service with us and his entrepreneurial investment career in
early stage biotech businesses qualify him to serve as our director.



Richard
J. Berman. Mr. Berman has served as a member of our Board of Directors since September 1, 2005. Richard Berman’s
business career spans over 35 years of venture capital, senior management and merger & acquisitions experience. In the past
5 years, Mr. Berman has served as a director and/or officer of over a dozen public and private companies. In November 2014, he
was named Chairman of MetaStat, Inc. a public company in the cancer diagnostic field. From 2006 to 2011, he was Chairman of National
Investment Managers, a company with $12 billion in pension administration assets. In 2012, he became vice chairman of Energy Smart
Resources, Inc. From 1998 to 2012, Mr. Berman served as a Director of Easy Link International. Most recently, Mr. Berman was appointed
a partner, chairman and director at Scylax Aviation. In addition, Mr. Berman is currently a director of three public companies:
Advaxis, Inc., Neostem, Inc. (since 2005), and Lustros, Inc. (since 2012). From 1998 to 2000, he was employed by Internet Commerce
Corporation (now Easylink Services) as Chairman and CEO. Previously, Mr. Berman worked at Goldman Sachs; was Senior Vice President
of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments; created the largest battery company in
the world in the 1980s by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE); helped to create what
is now Soho (NYC) by developing five buildings; and advised on over $4 billion of M&A transactions (completed over 300 deals).
He is a past Director of the Stern School of Business of NYU where he obtained his B.S. and M.B.A. He also has US and foreign
law degrees from Boston College and The Hague Academy of International Law, respectively. Mr. Berman’s extensive knowledge
of our industry, his role in the governance of publicly held companies and his directorships in other life science companies qualify
him to serve as our director.



Dr.
Thomas J. McKearn. Dr. McKearn has served as a member of our Board of Directors since July 2002. He brings more than 30
years of experience in the translation of biotechnology science into oncology products. As one of the founders of Cytogen Corporation,
an Executive Director of Strategic Science and Medicine at Bristol-Myers Squibb, then for ten years, from 2002 to 2012, at Agennix,
Inc. (formerly GPC-Biotech) as VP of Medical Affairs and later as the VP of Strategic Clinical Affairs, and now as the President,
Research & Development at Onconova, he has worked to bring the most innovative laboratory findings into the clinic and through
the FDA regulatory process for the benefit of cancer patients who need better ways to cope with their afflictions. Prior to entering
the biotechnology industry in 1981, Dr. McKearn received his medical, graduate and post-graduate training at the University of
Chicago and served on the faculty of the Medical School at the University of Pennsylvania. Dr. McKearn’s experience in managing
life science companies, his knowledge of medicine and his commercialization of biotech products qualify him to serve as our director.



Dr.
Samir Khleif.Dr. Khleif has served as a member of our Board of Directors since October 2014. He currently serves as the
Director of the State of Georgia Cancer Center, Georgia Regents University Cancer Center and the Cancer Service Line. Dr. Khleif
was formerly Chief of the Cancer Vaccine Section at the NCI, and also served as a Special Assistant to the Commissioner of the
FDA leading the Critical Path Initiative for oncology. Dr. Khleif is a Georgia Research Alliance Distinguished Cancer Scientist
and Clinician and holds a professorship in Medicine, Biochemistry and Molecular Biology, and Graduate Studies at Georgia Regents
University. Dr. Khleif’s research program at Georgia Regents University Cancer Center focuses on understanding the mechanisms
of cancer-induced immune suppression, and utilizing this knowledge for the development of novel immune therapeutics and vaccines
against cancer. His research group designed and performed some of the first cancer vaccine clinical trials targeting specific
genetic changes in cancer cells. He led many national efforts and committees on the development of biomarkers and integration
of biomarkers in clinical trials, including the AACR-NCI-FDA Cancer Biomarker Collaborative and the ASCO Alternative Clinical
Trial Design. Dr. Khleif is the author of many book chapters and scientific articles on tumor immunology and biomarkers process
development, and he is the editor for two textbooks on cancer therapeutics, tumor immunology, and cancer vaccines. Dr. Khleif
was inducted into the American Society for Clinical Investigation, received the National Cancer Institute’s Director Golden
Star Award, the National Institutes of Health Award for Merit, the Commendation Medal of the US Public Health Service, and he
was recently appointed to the Institute of Medicine National Cancer Policy Forum. Dr. Khleif’s distinguished career as well
as his extensive expertise in vaccines and immunotherapies qualify him to serve as our director.



Dr.
David Sidransky. Dr. Sidransky has served as a member of our Board of Directors since July 2013. He is a renowned oncologist
and research scientist named and profiled by TIME magazine in 2001 as one of the top physicians and scientists in America, recognized
for his work with early detection of cancer. Since 1994, Dr. Sidransky has been the Director of the Head and Neck Cancer Research
Division and Professor of Oncology, Otolaryngology, Genetics, and Pathology at Johns Hopkins University School of Medicine. He
has served as Chairman of the Board of Directors of Champions Oncology since October 2007 and was, until the merger with Eli Lilly,
a director and Vice-Chairman of ImClone Systems, Inc. He is the Chairman of Tamir Biotechnology and serves on the Board of Directors
of Rosetta Genomics, Immune Pharmaceuticals, and Celsus. He is serving and has served on scientific advisory boards of MedImmune,
Roche, Amgen, and Veridex, LLC (a Johnson & Johnson diagnostic company), among others. Dr. Sidransky served as Director (2005-2008)
of the American Association for Cancer Research (AACR). Dr. Sidransky’s experience in life science companies, as well as
his scientific knowledge, qualify him to service as our director.



5







The
Board held 6 meetings in fiscal 2014. Each director attended at least 75% of the aggregate of: (1) the total number of Board meetings;
and (2) the total number of meetings of the committee(s) of which he was a member, if any. We do not have a written policy on
board attendance at annual meetings of stockholders. We will encourage, but will not require, our directors to attend the Annual
Meeting.



The
table below describes the Board’s committees:



|Committee
    Name |  | Members              |  | Number
    ofMeetings inFiscal 2014 |  | Principal
    Functions                                  
|------------------ |  | -------------------- |  | ----------------------------------- |  | ---------------------------------------------------------
|                   |  |                      |  |                                     |  |                                                          
|Audit Committee    |  | J. Patton (Chairman) |  | 4                                   |  | The
    Audit Committee is responsible for the following:
|                   |  | R. Berman            |  |                                     |  |                                                          
|                   |  | R. Appel             |  |                                     |  | ●                                                        
|                   |  |                      |  |                                     |  |                                                          
|                   |  |                      |  |                                     |  | ●                                                        
|                   |  |                      |  |                                     |  |                                                          
|                   |  |                      |  |                                     |  | ●                                                        
|                   |  |                      |  |                                     |  |                                                          
|                   |  |                      |  |                                     |  | ●                                                        
|                   |  |                      |  |                                     |  |                                                          
|                   |  |                      |  |                                     |  | ●                                                        
|                   |  |                      |  |                                     |  |                                                          
|                   |  |                      |  |                                     |  | ●                                                        



|Compensation
    Committee              |  | R.
                                         Appel (Chairman)
        R.
        Berman
        D.
        Sidransky |  | 4 |  | The
    Compensation Committee determines the salaries and incentive compensation of our officers subject to applicable employment
    agreements, and provides recommendations for the salaries and incentive compensation of our other employees and consultants.
|--------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                        |  |                                                                                                                     |  |   |  |                                                                                                                                                                                                                                                                    
|Nominating and
    Corporate Governance |  | R Berman (Chairman)
    J.Patton                                                                                    |  | 1 |  | The
    functions of the Nominating and Corporate Governance Committee include the following:                                                                                                                                                                      



| |  |  |  |  |  | ● | identifying
    and recommending to the Board individuals qualified to serve as members of the Board and on the committees of the Board;                                                                                                                                                         
| |  |  |  |  |  | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  |  |  |   |                                                                                                                                                                                                                                                                                                  
| |  |  |  |  |  | ● | advising
    the Board with respect to matters of board composition, procedures and committees;                                                                                                                                                                                                  
| |  |  |  |  |  |   |                                                                                                                                                                                                                                                                                                  
| |  |  |  |  |  | ● | developing
    and recommending to the Board a set of corporate governance principles applicable to us and overseeing corporate governance
    matters generally including review of possible conflicts and transactions with persons affiliated with directors or members
    of management; and
| |  |  |  |  |  |   |                                                                                                                                                                                                                                                                                                  
| |  |  |  |  |  | ● | overseeing
    the annual evaluation of the Board and our management.                                                                                                                                                                                                                            



|Research and Development
    Committee |  | D. Sidransky (Chairman)
        T.
        McKearn |  | 4 |  | The
    functions of the Research and Development Committee include the following:
|-------------------------------------- |  | -------------------------------------------------- |  | - |  | ----------------------------------------------------------------------------------
|                                       |  | S.
    Khleif (beginning in Oct 2014)              |  |   |  | ●                                                                                 
|                                       |  |                                                    |  |   |  |                                                                                   
|                                       |  |                                                    |  |   |  | ●                                                                                 



6







Director
Independence



In
accordance with the disclosure requirements of the Securities and Exchange Commission (“SEC”), we have adopted the
NASDAQ listing standards for independence effective April 2010. Each of our directors, other than Daniel J. O’Connor, is
independent in accordance with the definition set forth in the NASDAQ rules. Each nominated member of each of our Board committees
is an independent director under the NASDAQ standards applicable to such committees. The Board considered the information included
in transactions with related parties as outlined below along with other information the Board considered relevant, when considering
the independence of each director.



Audit
Committee



The
Audit Committee of our Board of Directors is currently composed of three directors, all of whom satisfy the independence and other
standards for Audit Committee members under the NASDAQ rules and the Exchange Act of 1934, as amended. For fiscal year 2014, the
Audit Committee was composed of Messrs. Berman and Appel and Dr. Patton, with Mr. Berman serving as the Audit Committee’s
financial expert as defined under Item 407 of Regulation S-K of the Securities Act of 1933, as amended, which we refer to as the
Securities Act.



The
Audit Committee operates under a written Audit Committee Charter, which is available to stockholders on our website at http://ir.advaxis.com/governance-documents.



Compensation
Committee



The
Compensation Committee of our Board of Directors consists of Messrs. Berman and Appel, and Dr. Sidransky. The Compensation Committee
determines the salaries and incentive compensation of our officers subject to applicable employment agreements, and provides recommendations
for the salaries and incentive compensation of our other employees and consultants. For executives other than the Chief Executive
Officer, the Compensation Committee receives and considers performance evaluations and compensation recommendations submitted
to the Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance
is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted.
The agenda for meetings of the Compensation Committee is usually determined by its Chairman, with the assistance of the Company’s
Chief Executive Officer. Compensation Committee meetings are regularly attended by the Chief Executive Officer.



The
Compensation Committee operates under a written Compensation Committee Charter, which is available to stockholders on our website
at http://ir.advaxis.com/governance-documents.



Nominating
and Corporate Governance Committee



For
fiscal year 2014, the Nominating and Corporate Governance Committee was composed of Mr. Berman and Dr. Patton.



The
Nominating and Corporate Governance Committee operates under a written Nominating and Corporate Governance Committee Charter,
which is available to stockholders on our website at http://ir.advaxis.com/governance-documents.



The
Nominating and Corporate Governance Committee will consider director candidates recommended by eligible stockholders. Stockholders
may recommend director nominees for consideration by the Nominating and Corporate Governance Committee by writing to the Nominating
and Corporate Governance Committee, Attention: Chairman, Advaxis, Inc., 305 College Road East, Princeton, New Jersey, 08540. Any
recommendations for director made to the Nominating and Corporate Governance Committee should include the nominee’s name
and qualifications for membership on our Board of Directors, and should include the following information for each person being
recommended or nominated for election as a director:



| | ● | The
    name, age, business address and residence address of the person;                                                                                                                                                                                                           
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                    
| | ● | The
    principal occupation or employment of the person;                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                    
| | ● | The
    number of shares of our Common Stock that the person owns beneficially or of record; and                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                    
| | ● | Any
    other information relating to the person that must be disclosed in a proxy statement or other filings required to be made
    in connection with solicitations of proxies for election of directors under Section 14 of the Exchange Act and its rules and
    regulations.
| |   |                                                                                                                                                                                                                                                                                    
| |   | In
    addition, the stockholder’s notice must include the following information about such stockholder:                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                    
| | ● | The
    stockholder’s name and record address;                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                    
| | ● | The
    number of shares of our Common Stock that the stockholder owns beneficially or of record;                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                    
| | ● | A
    description of all arrangements or understandings between the stockholder and each proposed nominee and any other person or
    persons, including their names, pursuant to which the nomination is to be made;                                                              
| |   |                                                                                                                                                                                                                                                                                    
| | ● | A
    representation that the stockholder intends to appear in person or by proxy at the annual meeting to nominate the person or
    persons named in such stockholder’s notice; and                                                                                              
| |   |                                                                                                                                                                                                                                                                                    
| | ● | Any
    other information about the stockholder that must be disclosed in a proxy statement or other filings required to be made in
    connection with solicitations of proxies for election of directors under Section 14 of the Exchange Act and its rules and
    regulations. 



7







The
notice must include a written consent by each proposed nominee to being named as a nominee and to serve as a director if elected.
No person will be eligible for election as a director of ours unless recommended by the Nominating and Corporate Governance Committee
and nominated by our Board of Directors or nominated in accordance with the procedures set forth above. Candidates proposed by
stockholders for nomination are evaluated using the same criteria as candidates initially proposed by the Nominating and Corporate
Governance Committee.



We
must receive the written nomination for an annual meeting not less than 90 days and not more than 120 days prior to the first
anniversary of the previous year’s annual meeting of stockholders, or, if no annual meeting was held the previous year or
the date of the annual meeting is advanced more than 30 days before or delayed more than 60 days after the anniversary date, we
must receive the written nomination not more than 120 days prior to the annual meeting and not less than the later of 90 days
prior to the annual meeting or ten days following the day on which public announcement of the date of the annual meeting is first
made. For a special meeting, we must receive the written nomination not less than the later of 90 days prior to the special meeting
or ten days following the day on which public announcement of the date of the special meeting is first made.



The
Nominating and Corporate Governance Committee expects, as minimum qualifications, that nominees to our Board of Directors (including
incumbent directors) will enhance our Board of Director’s management, finance and/or scientific expertise, will not have
a conflict of interest and will have a high ethical standard. A director nominee’s knowledge and/or experience in areas
such as, but not limited to, the medical, biotechnology, or life sciences industry, equity and debt capital markets and financial
accounting are likely to be considered both in relation to the individual’s qualification to serve on our Board of Directors
and the needs of our Board of Directors as a whole. Other characteristics, including but not limited to, the director nominee’s
material relationships with us, time availability, service on other boards of directors and their committees, or any other characteristics
that may prove relevant at any given time as determined by the Nominating and Corporate Governance Committee shall be reviewed
for purposes of determining a director nominee’s qualification.



Candidates
for director nominees are evaluated by the Nominating and Corporate Governance Committee in the context of the current composition
of our Board of Directors, our operating requirements and the long-term interests of our stockholders. The Nominating and Corporate
Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems
appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary
inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board
of Directors. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance
Committee reviews such directors’ overall service to us during their term, including the number of meetings attended, level
of participation, quality of performance, and any other relationships and transactions that might impair such directors’
independence. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications
and then selects a nominee for recommendation to our Board of Directors by majority vote. To date, the Nominating and Corporate
Governance Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.



While
we do not have a formal diversity policy for Board membership, we will seek to ensure that its membership consists of sufficiently
diverse backgrounds, meaning a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations
and decisions. In considering candidates for the Board, the independent directors will consider, among other factors, diversity
with respect to viewpoints, skills, experience and other demographics.



Research
and Development Committee



The
Research and Development Committee was established in August 2013 with the purpose of providing advice and guidance to the Board
on scientific and medical matters and development. The Research and Development Committee currently consists of Dr. Sidransky,
Dr. Khleif and Dr. McKearn.



Board
Leadership Structure



On
August 19, 2013, James P. Patton was appointed Chairman and continues to serve as Chairman. Dr. Patton’s medical and scientific
background, his entrepreneurial experience in healthcare, his history with our Company and his own history of innovation and strategic
thinking, qualify him to serve as our Chairman. Additionally, on August 19, 2013, Daniel J. O’Connor was appointed our Chief
Executive Officer and President. Mr. O’Connor’s knowledge of industry standards and his experience in industry operations,
and his leadership experience provides a fine compliment to Dr. Patton’s scientific knowledge. This structure demonstrates
to our employees, customers and stockholders that we are under strong leadership, with multiple skills and sets the tone for managing
our operations. This unity of leadership promotes strategic development and execution, timely decision-making and effective management
of our resources. We believe that we are well-served by this structure.



8







Risk
Oversight



The
Board has an active role in overseeing our risk management and is responsible for discussing with management and the independent
auditors our major financial risk exposures, the guidelines and policies by which risk assessment and management is undertaken,
and the steps management has taken to monitor and control risk exposure. The Board regularly engages in discussions of the most
significant risks that we are facing and how those risks are being managed. The Board believes that its work and the work of the
Chairman and the Chief Executive Officer, enables the Board to effectively oversee our risk management function.



Stockholder
Communications to the Board



Stockholders
may contact an individual director, the Board as a group, or a specified Board committee or group, including the non-employee
directors as a group, by writing to the following address:



Advaxis,
Inc.

305
College Road East

Princeton,
New Jersey 08540

Attn:
Board of Directors



Each
communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication.
We will initially receive and process communications before forwarding them to the addressee. We generally will not forward to
the directors a stockholder communication that we determine to be primarily commercial in nature or relates to an improper or
irrelevant topic, or that requests general information about us.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and each person who owns
more than ten percent of a registered class of our equity securities (collectively, “Reporting Persons”) to file with
the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and our other equity securities.
Reporting Persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely
on the Company’s review of the copies of the forms received by it during the fiscal year ended October 31, 2014 and written
representations that no other reports were required, the Company believes that each person who, at any time during such fiscal
year, was a director, officer or beneficial owner of more than ten percent of the Company’s Common Stock complied with all
Section 16(a) filing requirements during such fiscal year, except: (i) Roni A. Appel, as a director of the Company, filed a late
Form 4 on November 25, 2013 to report a transaction that occurred on November 18, 2013; (ii) Dr. Thomas McKearn, as a director
of the Company, filed a late Form 4 on November 25, 2013 to report a transaction that occurred on November 18, 2013; (v) Daniel
O’Connor, as an officer and director of the Company, filed a late Form 4 on November 12, 2013 to report a transaction that
occurred on October 31, 2013; (vii) Dr. James Patton, as a director of the Company, filed a late Form 4 on November 25, 2013 to
report a transaction that occurred on November 18, 2013; (viii) Robert Petit, as an officer of the Company, filed a late Form
4 on January 10, 2014 to report a transaction that occurred on January 7, 2014; and (ix) David Sidransky, as a director of the
Company, filed a late Form 4 November 26, 2013 to report a transaction that occurred on November 18, 2013.



Code
of Ethics



We
have adopted a formal Code of Business Conduct and Ethics applicable to all Board members, executive officers and employees. Our
Code of Business Conduct and Ethics is attached to Exhibit 14.1 to our Current Report on Form 8-K filed with the SEC on July 10,
2014 and incorporated by reference herein.



Executive
Officers



The
following table provides information on our current executive officers, as of December 26, 2014.



|Name                   |  | Age |  | Position                                                           
|---------------------- |  | --- |  | -------------------------------------------------------------------
|Daniel
    J. O’Connor |  | 50  |  | President
    and Chief Executive Officer, Director                
|David
    J. Mauro     |  | 50  |  | Chief
    Medical Officer, Executive Vice President                
|Gregory
    T. Mayes   |  | 46  |  | Chief
    Operating Officer, Executive Vice President and Secretary
|Robert
    G. Petit    |  | 55  |  | Chief
    Scientific Officer and Executive Vice President          
|Sara
    Bonstein      |  | 34  |  | Chief
    Financial Officer and Senior Vice President              



9







Daniel
J. O’Connor. Mr. O’Connor joined Advaxis in January 2013 as Senior Vice President, Chief Legal and Business
Development Officer, was promoted to Executive Vice President in May 2013, and was appointed President and Chief Executive Officer
of Advaxis in August 2013. Mr. O’Connor has fifteen years of executive, legal, and regulatory experience in the biopharmaceutical
industry with ImClone Systems, PharmaNet and Bracco Diagnostics. Joining ImClone in 2003, Mr. O’Connor supported the clinical
development, launch, and commercialization of ERBITUX®. As ImClone’s senior vice president, general counsel, and secretary,
he played a key role in resolving numerous issues facing ImClone, including extensive licensing negotiations, in advance of the
company being sold to Eli Lilly & Company in 2008. Prior to joining ImClone, Mr. O’Connor was PharmaNet’s general
counsel and instrumental in building the company from a start-up contract research organization to an established world leader
in clinical research. Mr. O’Connor was also a criminal prosecutor in New Jersey and gained leadership experience as a Captain
in the U.S. Marines, serving in the Persian Gulf in 1990. Most recently, while at Bracco Diagnostics, a large private pharmaceutical
and medical device company, Mr. O’Connor was the company’s vice president and general counsel.



David
J. Mauro, MD, Ph.D. Dr. Mauro joined Advaxis in October 2014 as Executive Vice President, Chief Medical Officer. Dr. Mauro
has more than 14 years of experience in oncology drug development, including PD-1/PDL-1 combination checkpoint inhibitor studies
in the pharmaceutical industry with Merck & Co. and Bristol Myers Squibb. Dr. Mauro most recently served as Executive Director,
Section Head Oncology Clinical Development at Merck & Co. where he was involved in the strategic oversight and tactical implementation
of the clinical development and translational science for multiple programs within the oncology portfolio, including its recently
approved PD-1 inhibitor, KEYTRUDA® (pembrolizumab). Prior to Merck, Dr. Mauro was Director at Bristol-Myers Squibb, where
his responsibilities included Erbitux Medical Strategy and Oncology Early Development. While at BMS, he was responsible for all
life cycle management activities for Erbitux, as well as medical affairs related activities. Dr. Mauro received his BS in biochemistry
from Cornell University and his MD, Ph.D. in pharmacology from Temple University School of Medicine. He completed his residency
training at the National Cancer Institute, National Institutes of Health.



Robert
G. Petit, Ph.D. Dr. Petit joined Advaxis in October, 2010 and currently serves as Executive Vice President and Chief Scientific
Officer. Dr. Petit has 23 years of experience in all medical and scientific aspects of pharmaceutical development. He has led
programs in discovery, translational development and intellectual property development and has designed and conducted U.S. and
international clinical evaluation programs from phase I to IV. Dr. Petit joined Advaxis from Bristol Myers Squibb where he was
the U.S. Medical Strategy Lead for the Ipilimumab program, Director of Medical Strategy for New Oncology Products, and Director
of Global Clinical Research. Prior to joining Bristol Myers-Squibb, Robert served as Vice President of Clinical Development at
MGI Pharma and also at Aesgen Inc. His scientific focus has been to develop immunologic based therapies with a particular emphasis
on immunologic oncology treatment. Robert has had significant FDA experience and has contributed to five NDA/BLA filings. Dr.
Petit has a Doctorate from the Ohio State University College of Medicine and a B.S. from Indiana State University.



Gregory
T. Mayes. Mr. Mayes joined Advaxis in October 2013 as Executive Vice President and Chief Operating Officer. Mr. Mayes
is a former Executive Vice President with Dendreon, the leading pioneer in the field of immuno-oncology research and development,
where he was a member of the Executive Committee. Prior to Dendreon, Mr. Mayes was the President and General Counsel of Unigene
Laboratories, Inc. (2010 to 2012) where he primarily led out-licensing efforts for the company’s novel oral peptide drug
delivery platform. Prior to Unigene, Mr. Mayes served as Vice President, General Counsel, and Chief Compliance Officer at ImClone
Systems Corporation, a wholly owned subsidiary of Eli Lilly & Company (2004 to 2010). While serving at ImClone in positions
of increasing responsibility, Mr. Mayes supported the clinical development and commercialization of ERBITUX® (cetuximab) and
contributed significantly to activities related to Eli Lilly’s $6.5 billion dollar acquisition of ImClone in 2008. Mr. Mayes
also served as Senior Counsel at AstraZeneca Pharmaceuticals where he provided a wide range of legal services in connection with
the development and commercialization of five approved products in the company’s oncology portfolio (2001 to 2004). Earlier,
Mr. Mayes worked in private practice at Morgan Lewis LLP, a national law firm. He earned his B.S. degree from Syracuse University
cum laude where he was recognized as a Remembrance Scholar and he earned a J.D. degree magna cum laude from the Temple University
School of Law where he was the Articles Editor on the Temple Law Review.



Sara
M. Bonstein.Ms. Bonstein joined Advaxis in March 2014 as Senior Vice President and Chief Financial Officer. Ms. Bonstein
has a decade of financial leadership experience in the life sciences industry with Eli Lilly & Company, ImClone Systems, and
Johnson & Johnson. While at Eli Lilly & Company, Ms. Bonstein was a Six Sigma Champion and Black Belt, leading multiple
projects relating to clinical research, project management, finance, manufacturing, and commercial sales. Prior to her Six Sigma
role, Ms. Bonstein held positions of increasing responsibility at ImClone (which was acquired by Eli Lilly in 2008) including
Director of Finance where she led all budget and forecast activities for preclinical, clinical and manufacturing research and
development, spanning over ten monoclonal antibody cancer therapeutics, including ERBITUX® (cetuximab), a cancer treatment
with over $1.5 billion in annual sales. Prior to joining ImClone, Ms. Bonstein was a financial analyst at Johnson & Johnson
in both the Ortho McNeil Pharmaceuticals and Ortho Biotech Divisions of the company where she managed gross-to-net analysis and
calculation for approximately $1.1 billion of pharmaceutical product sales. Ms. Bonstein is a 2004 graduate of Johnson & Johnson’s
Financial Leadership Development Program. She holds a BS in Finance from The College of New Jersey and an M.B.A from Rider University.



10







Item
11: Executive Compensation.



COMPENSATION
OF OFFICERS AND DIRECTORS



The
following table sets forth the information as to compensation paid to or earned by the individuals serving as our Chief Executive
Officer and our two other most highly compensated executive officers during the fiscal year ended October 31, 2014. These individuals
are referred to as our named executive officers. As none of our named executive officers received non-equity incentive plan compensation
or nonqualified deferred compensation earnings during the fiscal years ended October 31, 2014 and 2013, we have omitted those
columns from the table



|Name and
    Principal Position        |  | Fiscal
    Year |  |  | Salary (1) |         |  | Bonus |   |        | Stock
    Award(s) |  |   | Option
    Award(s) |     |  | All Other
    Compensation |         |     | Total |  
|-------------------------------------- |  | --------------- |  |  | ---------- | ------- |  | ----- | - | ------ | ------------------ |  | - | ------------------- | --- |  | -------------------------- | ------- | --- | ----- | -
|                                       |  |                 |  |  |            |         |  |       |   |        |                    |  |   |                     |     |  |                            |         |     |       |  
|Daniel J. O’Connor                     |  | 2014            |  |  | $          | 340,603 |  |       | $ | 58,167 | (2)                |  | $ | 470,167             | (4) |  | $                          |         |     |       | $
|President and Chief Executive Officer  |  | 2013            |  |  | $          | 214,936 |  |       | $ | 88,500 | (3)                |  | $ |                     |     |  | $                          | 104,040 | (7) |       | $
|                                       |  |                 |  |  |            |         |  |       |   |        |                    |  |   |                     |     |  |                            |         |     |       |  
|Robert G. Petit                        |  | 2014            |  |  | $          | 283,472 |  |       | $ | 47,684 | (2)                |  | $ | 188,067             | (5) |  | $                          |         |     |       | $
|Executive VP, Chief Scientific Officer |  | 2013            |  |  | $          | 273,077 |  |       | $ | 96,253 | (3)                |  | $ |                     |     |  | $                          | 168,750 | (8) |       | $
|                                       |  |                 |  |  |            |         |  |       |   |        |                    |  |   |                     |     |  |                            |         |     |       |  
|Greg Mayes                             |  | 2014            |  |  | $          | 260,923 |  |       | $ | 24,061 | (2)                |  | $ | 126,375             | (6) |  | $                          |         |     |       | $
|Executive VP, Chief Operating Officer  |  | 2013            |  |  | $          |         |  |       | $ |        |                    |  | $ | 133,875             | (6) |  | $                          |         |     |       | $



| | (1) | In
    the fiscal year ended October 31, 2014, each executive officer requested to purchase at market directly from us a certain
    amount of shares of our Common Stock. Each executive has and will continue to voluntarily acquire our Common Stock based on
    the fair market value of our Common Stock on the date of the acquisition.                                                                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2) | Represents
    bonuses, paid in cash and stock, for services performed during the fiscal year ended October 31, 2014.                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (3) | Represents
    bonuses, paid in cash and stock, related to services performed during the October 2013 public offering.                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (4) | Represents
    the vested portion of a restricted stock unit granted to Mr. O’Connor as an incentive based award. 20% vested
    immediately, with the remaining 80% vesting in equal installments over 12 quarters, so that the award is fully vested on October
    31, 2016. As of October 31, 2014, four quarterly installments were vested. The full award included 250,000 RSUs and is valued
    at $4.03. From this award, the net shares beneficially owned by Mr. O’Connor is 74, 211 shares.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (5) | Represents the vested portion of a restricted stock
    unit granted to Dr. Petit as an incentive based award. 20% vested immediately, with the remaining 80% vesting in equal installments
    over 12 quarters, so that the award is fully vested on October 31, 2016. As of October 31, 2014, four quarterly installments
    were vested. The full award included 100,000 RSUs and is valued at $4.03. From this award, the net shares beneficially owned
    by Dr. Petit is 27,726 shares.       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (6) | Represents
    stock awarded as an inducement grant pursuant to Mr. Mayes’ employment agreement.                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (7) | In
    the fiscal year ended October 31, 2013, we granted stock options to purchase 16,000 shares of our Common Stock to Mr. O’Connor
    in connection with services he performed.                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (8) | In
    the fiscal year ended October 31, 2013, we granted stock options to purchase 18,000 shares of our Common Stock to Mr. Petit
    in connection with services he performed.                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (9) | Based
    on our cost of health care coverage for the named executive.                                                                                                                                                                                                                                                                                                                                                                                                                                 



11







Discussion
of Summary Compensation Table



O’Connor
Compensation Summary



In
fiscal year 2014, Daniel J O’Connor had a base salaryof $325,000. While Mr. O’Connor triggered certain provisions
in his employment agreement that would have resulted in a base salary increase during the year, as an effort to preserve cash,
Mr. O’Connor voluntarily requested to waive and hence forego the scheduled increases in his base salary that were required
under his employment agreement. In addition, Mr. O’Connor voluntarily requested to purchase at market directly from the
Company a certain amount of shares of the Company’s Common Stock each month. This election resulted in $68,750 of gross
funds being utilized to purchase shares directly from the Company (21,687 gross shares, 15,950 net shares). In fiscal year 2014,
Mr. O’Connor also received a bonus in the amount of $58,167. Again, as an effort to preserve the Company’s cash, Mr.
O’Connor elected to receive 75% of his bonus in stock, resulting in an award of 10,825 shares at a value of $4.03.



O’Connor
Employment Agreement



On
August 19, 2013, the Company’s board of directors appointed Daniel J. O’Connor to serve as the Company’s Chief
Executive Officer (“CEO”). The Company and Mr. O’Connor entered into an employment agreement (the “O’Connor
Employment Agreement) that provides for Mr. O’Connor’s appointment as President and CEO, which took effect as of such
date. The O’Connor Employment Agreement, amended from time to time, provides for an initial term of three years, after which
it will be automatically renewed for one year periods, unless otherwise terminated by either party upon ninety (90) days written
notice. Mr. O’Connor is entitled to a base salary of $325,000 per year (plus annual cost-of-living adjustments), which will
be reviewed on an annual basis.



According
to the O’Connor Employment Agreement, as amended, Mr. O’Connor voluntarily requested to purchase at market directly
from the Company shares of the Company’s Common Stock each month. Mr. O’Connor requested seventy-five percent (75%)
of his base salary be received in the form of cash and twenty-five percent (25%) of his base salary be utilized to purchase at
market restricted Common Stock of the Company. See Employment Agreements Amendments section below for more details on the stock
compensation terms.



Mr.
O’Connor is eligible to receive an annual bonus of 10-50% of his base salary, which amount, if any, will be determined by
the Compensation Committee based on achievement of goals to be established by the committee and Mr. O’Connor at the beginning
of each fiscal year. Mr. O’Connor is eligible to participate in our benefit plans, is entitled to 4 weeks of vacation and
sick leave, as well as reimbursement of reasonable expenses incurred in fulfilling his duties.



In
the event Mr. O’Connor’s employment is terminated without Just Cause, or if he voluntarily resigns with Good Reason,
or if his employment is terminated due to disability (all as defined in the employment agreement), and so long as Mr. O’Connor
executes a confidential separation and release agreement, in addition to the applicable base salary, plus any accrued but unused
vacation time and unpaid expenses that have been earned as of the date of such termination, Mr. O’Connor is entitled to
the following: (i) 12-months of base salary and continued health and welfare benefits, (ii) full vesting of all stock options
and extension of the exercise period for such stock options by two years, (iii) the issuance of all earned but unissued shares
of common stock, and (iv) removal of all restrictive legends on shares that qualify for such treatment under Rule 144 of the Securities
and Exchange Act of 1934 within 10 business days of the presentation of such shares to the transfer agent. Severance Payments
(as defined in his employment agreement) and benefits, if any, payable to Mr. O’Connor in accordance with his employment
agreement are intended to be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code.



The
O’Connor Employment Agreement contains customary covenants regarding non-solicitation, non-compete, confidentiality and
works for hire.



Petit
Employment Agreement



On
September 26, 2013, the Company appointed Robert G. Petit to serve as the Company’s Chief Scientific Officer (“CSO”).
The Company and Dr. Petit entered into an employment agreement (the “Petit Employment Agreement) that provides for Dr. Petit’s
appointment as Executive Vice President and CSO, which took effect as of such date. The Petit Employment Agreement, amended from
time to time, provides for an initial term of one years, after which it will be automatically renewed for one year periods, unless
otherwise terminated by either party upon ninety (90) days written notice. Dr. Petit is entitled to a base salary of $285,000
per year (plus annual cost-of-living adjustments), which will be reviewed on an annual basis.



According
to the Petit Employment Agreement, as amended, Dr. Petit voluntarily requested to purchase at market directly from the Company
shares of the Company’s Common Stock each month. Dr. Petit requested ninety-one and a half percent (91.5%) of his base salary
be received in the form of cash and eight and one-half percent (8.5%) of his base salary be utilized to purchase at market restricted
Common Stock of the Company. See Employment Agreements Amendments section below for more details on the stock compensation terms.



Dr.
Petit is eligible to receive an annual bonus of 10-50% of his base salary, which amount, if any, will be determined by the Compensation
Committee based on achievement of goals to be established by the committee and Dr. Petit at the beginning of each fiscal year.
Dr. Petit is eligible to participate in our benefit plans, is entitled to 4 weeks of vacation and sick leave, as well as reimbursement
of reasonable expenses incurred in fulfilling his duties.



In
the event Dr. Petit’s employment is terminated without Just Cause, or if he voluntarily resigns with Good Reason, or if
his employment is terminated due to disability (all as defined in the employment agreement), and so long as Dr. Petit executes
a confidential separation and release agreement, in addition to the applicable base salary, plus any accrued but unused vacation
time and unpaid expenses that have been earned as of the date of such termination, Dr. Petit is entitled to the following: (i)
12-months of base salary and continued health and welfare benefits, (ii) full vesting of all stock options and extension of the
exercise period for such stock options by two years, (iii) the issuance of all earned but unissued shares of common stock, and
(iv) removal of all restrictive legends on shares that qualify for such treatment under Rule 144 of the Securities and Exchange
Act of 1934 within 10 business days of the presentation of such shares to the transfer agent. Severance Payments (as defined in
his employment agreement) and benefits, if any, payable to Dr. Petit in accordance with his employment agreement are intended
to be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code.



12







The
Petit Employment Agreement contains customary covenants regarding non-solicitation, non-compete, confidentiality and works for
hire.



Mayes
Employment Agreement



On
October 28, 2013, the Company’s board of directors appointed Gregory T. Mayes, III to serve as the Company’s Chief
Operating Officer (“COO”). The Company and Mr. Mayes entered into an employment agreement (the “Mayes Employment
Agreement) that provides for Mr. Mayes’s appointment as Executive Vice President and COO, which took effect as of such date.
The Mayes Employment Agreement, amended from time to time, provides for an initial term of one year, after which it will be automatically
renewed for one year periods, unless otherwise terminated by either party upon ninety (90) days written notice. Mr. Mayes is entitled
to a base salary of $265,000 per year (plus annual cost-of-living adjustments), which will be reviewed on an annual basis. In
addition, Mr. Mayes received an inducement grant of 150,000 restricted shares of the Company’s Common Stock, of which one
fourth vested upon him joining the Company and one fourth vested at his one year anniversary, which are not subject to forfeiture
as of the grant date, with the remaining shares vesting 37,500 annually on his second and third anniversary, such that the entire
award is fully vested and not subject to forfeiture as of October 25, 2016.



According
to the Mayes Employment Agreement, as amended, Mr. Mayes voluntarily requested to purchase at market directly from the Company
shares of the Company’s Common Stock each month. Mr. Mayes requested ninety-two and one-half percent (92.5%) of his base
salary be received in the form of cash and seven and one-half percent (7.5%) of his base salary be utilized to purchase at market
restricted Common Stock of the Company. See Employment Agreements Amendments section below for more details on the stock compensation
terms.



Mr.
Mayes is eligible to receive an annual bonus of 10-50% of his base salary, which amount, if any, will be determined by the Compensation
Committee based on achievement of goals to be established by the committee and Mr. Mayes at the beginning of each fiscal year.
Mr. Mayes is eligible to participate in our benefit plans, is entitled to 4 weeks of vacation and sick leave, as well as reimbursement
of reasonable expenses incurred in fulfilling his duties.



In
the event Mr. Mayes’s employment is terminated without Just Cause, or if he voluntarily resigns with Good Reason, or if
his employment is terminated due to disability (all as defined in the employment agreement), and so long as Mr. Mayes executes
a confidential separation and release agreement, in addition to the applicable base salary, plus any accrued but unused vacation
time and unpaid expenses that have been earned as of the date of such termination, Mr. Mayes is entitled to the following: (i)
12-months of base salary and continued health and welfare benefits, (ii) full vesting of all stock options and extension of the
exercise period for such stock options by two years, (iii) the issuance of all earned but unissued shares of common stock, and
(iv) removal of all restrictive legends on shares that qualify for such treatment under Rule 144 of the Securities and Exchange
Act of 1934 within 10 business days of the presentation of such shares to the transfer agent. Severance Payments (as defined in
his employment agreement) and benefits, if any, payable to Mr. Mayes in accordance with his employment agreement are intended
to be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code.



The
Mayes Employment Agreement contains customary covenants regarding non-solicitation, non-compete, confidentiality and works for
hire.



Employment
Agreements Amendments



In
December, 2013, each of the Company’s then executive officers requested to purchase shares of Common Stock directly from
the Company at market price. To facilitate such requests, the Company amended each of the then executive officer’s employment
agreements so that such officers could make periodic purchases of its Common Stock at fair market value. Listed below are the
annual amounts to be purchased by each executive. On June 5, 2014, the Company and each of Daniel J. O’Connor, Chief Executive
Officer and President, Gregory T. Mayes, Executive Vice President, Chief Operating Officer and Secretary, Robert G. Petit, Executive
Vice President and Chief Scientific Officer and Sara M. Bonstein, Senior Vice President, Chief Financial Officer (each an “Executive”),
voluntarily entered into a further amendment (each, an “Amendment” and collectively, the “Amendments”)
to their respective Employment Agreements (each, an “Employment Agreement”). The Amendments now provide that the respective
stock purchases will occur on the last business day of each calendar month and will be effected through a direct purchase from
the Company at a purchase price equal to the closing price of the Common Stock on the purchase date. The Company has not filed
a Registration Statement on Form S-8 (or any other registration form) to cover the shares of Common Stock issuable pursuant to
the Amendments.



13







The
annual amounts of shares of Common Stock to be purchased by the Company’s executive officers, on an annualized and year-to-date
basis, are as follows:



|                      |  | ANNUALIZED                            |        |  | YEAR-TO-DATE   |  
|--------------------- |  | ------------------------------------- | ------ |  | -------------- | -
|                      |  | Annual
    Amount to be
    Purchased |        |  | Gross Purchase |  
|Executive
    Officer |  | $                                     |        |  | $              |  
|Daniel J. O’Connor    |  | $                                     | 81,250 |  |                | $
|David J. Mauro        |  | $                                     | 15,750 |  |                | $
|Gregory T. Mayes      |  | $                                     | 19,875 |  |                | $
|Robert G. Petit       |  | $                                     | 24,225 |  |                | $
|Sara M. Bonstein      |  | $                                     | 16,875 |  |                | $



As
to preserve the Company’s cash resources, in his current Amendment, Mr. O’Connor voluntarily requested to waive
and hence forego the scheduled increases in his base salary that were required under his Employment Agreement. Therefore, Mr.
O’Connor did not receive a base salary increase or a salary increase for closing a licensing or other strategic transaction.



Additional
Compensation Information



Appointment
of New Chief Medical Officer



On
October 20, 2014, the Company’s board of directors appointed David J. Mauro, M.D., Ph.D. to serve as the Company’s
Chief Medical Officer (“CMO”). The Company and Dr. Mauro entered into an employment agreement (the “Mauro Employment
Agreement”) that provides for Dr. Mauro’s appointment as Executive Vice President and CMO, which took effect as of
such date. The Mauro Employment Agreement provides for an initial term of one year, after which it will be automatically renewed
for one year periods unless otherwise terminated by either party upon ninety (90) days written notice prior to the expiration
of the applicable term. Dr. Mauro is entitled to a base salary of $315,000 per year (plus annual cost-of-living adjustments),
which salary will be reviewed on an annual basis by the Company’s Chief Executive Officer and Compensation Committee.



Dr.
Mauro voluntarily agreed to utilize a percentage of his base salary for stock compensation. Dr. Mauro requested ninety-five percent
(95%) of his base salary be received in the form of cash and five percent (5%) of his base salary be received in the form of Common
Stock of the Company. The respective stock purchase will occur on the last business day of each calendar month and will be effected
through a direct purchase from the Company at a purchase price equal to the closing price of the Common Stock on the purchase
date. The Company has not filed a Registration Statement on Form S-8 (or any other registration form) to cover the shares of Common
Stock issuable pursuant to the Mauro Employment Agreement. Lastly, the Mauro Employment Agreement contains provisions with respect
to bonus and equity participation which are consistent with the terms of the Company’s employment agreements with its other
executive officers, as well as other customary covenants regarding non-solicitation, non-compete, confidentiality and works for
hire.



Appointment
of New Chief Financial Officer



On
March 24, 2014, the Company’s board of directors appointed Sara M. Bonstein to serve as the Company’s Chief Financial
Officer (“CFO”). The Company and Ms. Bonstein entered into an employment agreement (the “Bonstein Employment
Agreement”) that provides for Ms. Bonstein’s appointment as Senior Vice President and CFO, which took effect as of
such date. The Bonstein Employment Agreement provides for an initial term of one year, after which it will be automatically renewed
for one year periods unless otherwise terminated by either party upon ninety (90) days written notice prior to the expiration
of the applicable term. Ms. Bonstein is entitled to a base salary of $225,000 per year (plus annual cost-of-living adjustments),
which salary will be reviewed on an annual basis by the Company’s Chief Executive Officer and Compensation Committee.



Ms.
Bonstein voluntarily agreed to utilize a percentage of her base salary for stock compensation. Ms. Bonstein requested ninety-two
and one-half percent (92.5%) of her base salary be received in the form of cash and seven and one-half percent (7.5%) of her base
salary be received in the form of Common Stock of the Company. The Bonstein Employment Agreement contains provisions with respect
to bonus and equity participation which are consistent with the terms of the Company’s employment agreements with its other
executive officers, as well as other customary covenants regarding non-solicitation, non-compete, confidentiality and works for
hire. See “Employment Agreements” immediately below for a discussion of an amendment to the Bonstein Employment Agreement.



Resignation
of Mark Rosenblum



On
March 24, 2014, Mark J. Rosenblum, Senior Vice President, Chief Financial Officer and Secretary of the Company, resigned. In connection
with Mr. Rosenblum’s resignation, the Company and Mr. Rosenblum entered into a separation agreement (the “Separation
Agreement”). The Separation Agreement provides for severance benefits of, among other things, one year’s salary of
$275,000 payable in equal bi-weekly payments over a period of twelve (12) months as well as accelerated vesting of Mr. Rosenblum’s
stock and option awards which resulted in the Company recording approximately $209,000 in stock compensation expense on the statement
of operations representing 66,667 shares of our Common Stock (38,700 shares on a net basis after employee payroll taxes).



14







Outstanding
Equity Awards at Fiscal Year-End



The
following table provides information about the number of outstanding equity awards held by our named executive officers at October
31, 2014.



|                   |  |             |        |     |               |  |       | Option          |  |  |           |  |  |            |       |                |  |            |            |        |     |                |   |         |  | Equity        
|------------------ |  | ----------- | ------ | --- | ------------- |  | ----- | --------------- |  |  | --------- |  |  | ---------- | ----- | -------------- |  | ---------- | ---------- | ------ | --- | -------------- | - | ------- |  | --------------
|                   |  |             |        |     |               |  |       | Awards          |  |  |           |  |  |            |       |                |  |            |            |        |     | Equity         |   |         |  | Incentive Plan
|                   |  |             |        |     |               |  |       | Equity          |  |  |           |  |  |            |       |                |  |            |            |        |     | Incentive Plan |   |         |  | Awards:       
|                   |  |             |        |     |               |  |       | Incentive Plan  |  |  |           |  |  |            |       |                |  |            |            |        |     | Awards:        |   |         |  | Market or     
|                   |  |             |        |     |               |  |       | Awards:         |  |  |           |  |  |            |       |                |  |            | Market     |        |     | Number of      |   |         |  | Payout Value  
|                   |  | Number of   |        |     | Number of     |  |       | Number of       |  |  |           |  |  |            |       | Number         |  |            | Value of   |        |     | Unearned       |   |         |  | of Unearned   
|                   |  | Securities  |        |     | Securities    |  |       | Securities      |  |  |           |  |  |            |       | of Shares      |  |            | Shares or  |        |     | Shares, Units  |   |         |  | Shares, Units 
|                   |  | Underlying  |        |     | Underlying    |  |       | Underlying      |  |  |           |  |  |            |       | or Units       |  |            | Units of   |        |     | or Other       |   |         |  | or Other      
|                   |  | Unexercised |        |     | Unexercised   |  |       | Unexercised     |  |  | Option    |  |  | Option     |       | of Stock       |  |            | Stock That |        |     | Rights That    |   |         |  | Rights that   
|                   |  | Options (#) |        |     | Options (#)   |  |       | Unearned        |  |  | Exercise  |  |  | Expiration |       | That Have      |  |            | Have Not   |        |     | Have Not       |   |         |  | Have Not      
|Name               |  | Exercisable |        |     | Unexercisable |  |       | Options
    (#) |  |  | Price ($) |  |  | Date       |       | Not Vested (#) |  |            | Vested ($) |        |     | Vested (#)     |   |         |  | Vested ($)    
|                   |  |             |        |     |               |  |       |                 |  |  |           |  |  |            |       |                |  |            |            |        |     |                |   |         |  |               
|Daniel J. O’Connor |  |             | 8,000  | (1) |               |  | -     |                 |  |  | -         |  |  | $          | 3.63  |                |  | 1/2/2023   |            | -      |     |                |   | -       |  |               
|                   |  |             | 5,333  | (2) |               |  | 2,667 | (2)             |  |  | -         |  |  | $          | 9.38  |                |  | 3/14/2023  |            |        |     |                |   |         |  |               
|                   |  |             |        |     |               |  |       |                 |  |  |           |  |  |            |       |                |  |            |            |        |     |                |   |         |  |               
|Robert G. Petit    |  |             | 8,000  | (3) |               |  | -     |                 |  |  | -         |  |  | $          | 12.50 |                |  | 10/11/2020 |            |        |     |                |   |         |  |               
|                   |  |             | 9,600  | (4) |               |  | 4,800 | (4)             |  |  | -         |  |  | $          | 18.50 |                |  | 11/8/2021  |            |        |     |                |   |         |  |               
|                   |  |             | 12,000 | (2) |               |  | 6,000 | (2)             |  |  | -         |  |  | $          | 9.38  |                |  | 3/14/2023  |            |        |     |                |   |         |  |               
|                   |  |             |        |     |               |  |       |                 |  |  |           |  |  |            |       |                |  |            |            |        |     |                |   |         |  |               
|Gregory T. Mayes   |  |             | -      |     |               |  | -     |                 |  |  | -         |  |  | $          | -     |                |  | -          |            | 75,000 | (5) |                | $ | 238,500 |  |               



(1)
Of these options, one-half vested on January 2, 2013, one-half vested on January 2, 2014.



(2)
Of these options, one-third vested on March 14, 2013, one-third vested on March 14, 2014, and one-third will become exercisable
on March 14, 2015.



(3)
Of these options, one-third vested on October 10, 2010, one-third vested on October 10, 2011, and one-third vested on October
10, 2012.



(4)
Of these options, one-third vested on November 8, 2012, one-third vested on November 8, 2013, and one-third vested on November
8, 2014.



(5)
Represents unvested restricted stock units granted to Mr. Mayes as an Inducement Grant on October 25, 2013. One fourth vested
immediately, one fourth vested on October 25, 2014, one fourth will vest on October 25, 2015, and the final fourth will vest on
October 25, 2016.



(6)
Represents unvested restricted stock units granted to Mr. O’Connor as an incentive based award. 20% of which vested immediately.
The remaining 80% vest in equal installments over 12 quarters, such that the entire award is fully vested and not subject to forfeiture
on October 31, 2016.



(7)
Represents unvested restricted stock units granted to Mr. Petit as an incentive based award. 20% of which vested immediately.
The remaining 80% vest in equal installments over 12 quarters, such that the entire award is fully vested and not subject to forfeiture
on October 31, 2016.



Retirement
Benefits



The
Company provides retirement income to its employees, including Executives, through a 401(k) plan, where participants may elect
to contribute a portion of their salary to the plan, and the Company provides matching contributions on employees’ contribution
up to 4 percent of base salary.



Potential
Payments Upon Termination or Change-in-Control



The
Company has entered into Employment Agreements with each of its Executives. Pursuant to their Employment Agreements, termination
includes (i) expiration of the term; (ii) written mutual agreement; (iii) voluntary resignation by the Executive with or without
Good Reason (“Good Reason”); (iv) death of Executive; (v) disability of Executive, resulting in them being absent
from duties on a full time basis for a period of one (1) month or longer; (vi) retirement of Executive; and (vii) termination
of Executive by the Company with or without Just Cause (“Just Cause”).



In
the event the Company terminates an Employment Agreement without Just Cause, the Executive voluntarily resigns with Good Reason,
or if the Executive’s employment is terminated due to disability, the Executive shall be entitled to receive, provided the
Executive properly executes a confidential separation and release agreement, (i) the applicable base salary for twelve (12) months
following the termination (“Severance Period”), paid in monthly installments; (ii) health benefits during the Severance
Period, substantially similar to those received prior to termination; (iii) all stock options held by the Executive will be deemed
fully vested and exercisable; (iv) issuance of all Common Stock earned by Executive that has not yet been issued; and (v) removal
of all restrictive legends on shares held by Executive that qualify for such treatment under Rule 144 of the SEC Act of 1934.



In
the event the Employment Agreement is terminated for any reason not stated above, including, but not limited to, the expiration
of the term, written mutual agreement of the Company and Executive, voluntary resignation of Executive without Good Reason, the
death or retirement of Executive, or termination of employment by the Company with Just Cause, Executive shall not be entitled
to receive any compensation other than accrued salary through effective date of such termination, plus any accrued but unused
vacation time and unpaid expenses. The Executive shall also be entitled to continuation of group health plan benefits, provided,
that, Executive shall be solely responsible for premiums, costs and expenses associated therewith.



15







Director
Compensation



Annually,
non-employee directors will receive $100,000 in compensation for Board services, of which at least 50% will be paid in restricted
shares of Common Stock. Each director will elect the dollar value of stock based compensation at the beginning of each fiscal
year. The share price used in determining the number of shares to be issued will be the average of the 30 preceding trading days
prior to November 1 of each fiscal year.



During
December 2013, the Board of Directors deemed it advisable and in our best interests to issue shares of stock in compensation for
all 2013 through 2016 Board of Director committee meetings in the aggregate amount of 50,000 shares of restricted stock units
(RSU’s) to each non-employee, independent director. The RSU grant will vest quarterly over three years such that 100% of
the RSU will be vested on the third anniversary date (December 2016).



Our
employee director does not receive any compensation for his services as a director.



The
table below summarizes the compensation that was earned by our non-employee directors for fiscal 2014.



|                          |  | Fees        |         |  |        |   |         |        |  |   |       | 
|------------------------- |  | ----------- | ------- |  | ------ | - | ------- | ------ |  | - | ----- | 
|                          |  | Earned      |         |  |        |   |         |        |  |   |       | 
|                          |  | or Paid     |         |  | Stock  |   |         | Option |  |   |       | 
|Name                      |  | in Cash (1) |         |  | Awards |   |         | Awards |  |   | Total | 
|                          |  |             |         |  |        |   |         |        |  |   |       | 
|Dr. James P. Patton (2)   |  | $           | -       |  |        | $ | 167,170 |        |  | $ | -     | 
|Roni A. Appel (3)         |  | $           | 50,000  |  |        | $ | 117,167 |        |  | $ | -     | 
|Richard J. Berman (4)     |  | $           | 100,000 |  |        | $ | 67,168  |        |  | $ | -     | 
|Dr. Thomas J. McKearn (5) |  | $           | 50,000  |  |        | $ | 117,167 |        |  | $ | -     | 
|Thomas A. Moore (6)       |  | $           | -       |  |        | $ | 46,099  |        |  | $ | -     | 
|Dr. David Sidransky (7)   |  | $           | 50,000  |  |        | $ | 117,167 |        |  | $ | -     | 
|Dr. Samir N. Khleif (8)   |  | $           | -       |  |        | $ | 4,199   |        |  | $ | -     | 



|(1) | Non-employee
    directors received $100,000 compensation for directors services related to fiscal year 2014, of which Directors had the opportunity
    to receive in either cash and/or stock.                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                           
|(2) | Dr.
    Patton elected to receive all of his 2014 compensation in stock. Each non-employee director was granted 50,000 RSU’s
    for all fiscal year 2013-2016 Board of Director committee meetings. Of the RSUs granted, 16,667 shares vested in fiscal year
    ended October 31, 2014.                                                 
|    |                                                                                                                                                                                                                                                                                                                                           
|(3) | Mr.
    Appel elected to receive his 2014 compensation in 50% cash and 50% stock. Each non-employee director was granted 50,000 RSUs
    for all fiscal year 2013-2016 Board of Director committee meetings. Of the RSUs granted, 16,667 shares vested in fiscal year
    ended October 31, 2014.                                         
|    |                                                                                                                                                                                                                                                                                                                                           
|(4) | Mr.
    Berman elected to receive all of his 2014 compensation in cash. Each non-employee director was granted 50,000 RSUs for all
    fiscal year 2013-2016 Board of Director committee meetings. Of the RSUs granted, 16,667 shares vested in fiscal year ended
    October 31, 2014.                                                   
|    |                                                                                                                                                                                                                                                                                                                                           
|(5) | Dr.
    McKearn elected to receive his 2014 compensation in 50% cash and 50% stock. Each non-employee director was granted 50,000
    RSUs for all fiscal year 2013-2016 Board of Director committee meetings. Of the RSUs granted, 16,667 shares vested in fiscal
    year ended October 31, 2014.                                       
|    |                                                                                                                                                                                                                                                                                                                                           
|(6) | Pursuant
    to his consulting agreement, Mr. Moore was granted 37,500 RSUs which vest over three years. Since Mr. Moore was not nominated
    for re-election, only 10,976 RSUs vested through his term on the Board and the remaining RSUs were cancelled.                                                                              
|    |                                                                                                                                                                                                                                                                                                                                           
|(7) | Dr.
    Sidransky elected to receive his 2014 compensation in 50% cash and 50% stock. Each non-employee director was granted 50,000
    RSUs for all fiscal year 2013-2016 Board of Director committee meetings. Of the RSUs granted, 16,667 shares vested in fiscal
    year ended October 31, 2014.                                     
|    |                                                                                                                                                                                                                                                                                                                                           
|(8) | Dr.
    Khleif joined the Board of Directors on October 2, 2014. Therefore, he did not receive compensation for 2014 director services.
    Dr. Khleif was granted 26,042 RSUs for all fiscal year 2013-2016 Board of Director committee meetings. Of the RSUs granted,
    1,042 shares vested in the fiscal year ended October 31, 2014.



16







Item
12: Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.



OWNERSHIP
OF SECURITIES



Except
as noted below, the following table sets forth certain information with respect to the beneficial ownership of our Common Stock
as of December 26, 2014:



| | ● | each
    person who is known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;
| | - | --------------------------------------------------------------------------------------------------------------
| |   |                                                                                                               
| | ● | each
    of our directors;                                                                                    
| |   |                                                                                                               
| | ● | each
    of our named executive officers and current executive officers; and                                  
| |   |                                                                                                               
| | ● | all
    of our current directors and executive officers as a group.                                           



As
used in the table below, the term beneficial ownership with respect to our Common Stock consists of sole or shared voting power
(which includes the power to vote, or to direct the voting of shares of our Common Stock) or sole or shared investment power (which
includes the power to dispose, or direct the disposition of, shares of our Common Stock) through any contract, arrangement, understanding,
relationship or otherwise, including a right to acquire such power(s) during the 60 days following December 26, 2014.



Unless
otherwise indicated in the footnotes to this table, and subject to community property laws where applicable, we believe each of
the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially
owned. Applicable percentages are based on 23,644,808 shares of Common Stock outstanding as of December 26, 2014, adjusted as
required by the rules promulgated by the SEC. Unless otherwise indicated, the address for each of the individuals and entities
listed in this table is 305 College Road East, Princeton, New Jersey 08540.



Security
Ownership of Certain Beneficial Owners and Management



|Name and Address of Beneficial Owner                         |  | Total # of
    Shares
    Beneficially
    Owned |           |  | Percentage of
    Ownership | 
|------------------------------------------------------------ |  | ------------------------------------------------ | --------- |  | --------------------------- | 
|                                                             |  |                                                  |           |  |                             | 
|Dr. James P. Patton (1)                                      |  |                                                  | 154,538   |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Daniel J. O’Connor (2)                                       |  |                                                  | 198,333   |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Roni A. Appel (3)                                            |  |                                                  | 106,264   |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Richard J. Berman (4)                                        |  |                                                  | 37,065    |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Dr. Thomas J. McKearn (5)                                    |  |                                                  | 56,727    |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Dr. David Sidransky (6)                                      |  |                                                  | 26,974    |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Dr. Samir N. Khleif (7)                                      |  |                                                  | 1,042     |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Sara M. Bonstein (8)                                         |  |                                                  | 19,215    |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Gregory T. Mayes (9)                                         |  |                                                  | 43,029    |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Robert G. Petit (10)                                         |  |                                                  | 99,335    |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|David J. Mauro (11)                                          |  |                                                  | 25,661    |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Thomas A. Moore (12)                                         |  |                                                  | 305,387   |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Mark J. Rosenblum (13)                                       |  |                                                  | 135,944   |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|Adage Capital Partners GP LLC (14)                           |  |                                                  | 4,454,604 |  |                             | 
|                                                             |  |                                                  |           |  |                             | 
|All Current Directors & Officers as a Group (11 People) (15) |  |                                                  | 768,183   |  |                             | 



17







*Less than
1%



(1)
Represents 125,193 issued shares of our Common Stock, options to purchase 15,067 shares of our Common Stock exercisable within
60 days and warrants to purchase 14,278 shares of our Common Stock exercisable within 60 days.



(2)
Represents 176,472 issued shares of our Common Stock, options to purchase 13,333 shares of our Common Stock exercisable within
60 days and warrants to purchase 8,528 shares of our Common Stock exercisable within 60 days.



(3)
Represents 83,997 issued shares of our Common Stock, options to purchase 16,017 shares of our Common Stock exercisable within
60 days and warrants to purchase 6,250 shares of our Common Stock exercisable within 60 days.



(4)
Represents 16,665 issued shares of our Common Stock and options to purchase 20,400 shares of our Common Stock exercisable within
60 days.



(5)
Represents 40,194 issued shares of our Common Stock and options to purchase 16,533 shares of our Common Stock exercisable within
60 days.



(6)
Represents 26,974 issued shares of our Common Stock.



(7)
Represents 1,042 issued shares of our Common Stock.



(8)
Represents 19,215 issued shares of our Common Stock.



(9)
Represents 43,029 issued shares of our Common Stock.



(10)
Represents 58,535 issued shares of our Common Stock, options to purchase 34,400 shares of our Common Stock exercisable within
60 days and warrants to purchase 6,400 shares of our Common Stock within 60 days.



(11)
Represents 25,661 issued shares of our Common Stock.



(12)
Represents 176,462 issued shares of our Common Stock, options to purchase 108,533 shares of our Common Stock exercisable within
60 days and warrants to purchase 20,392 shares of our Common Stock exercisable within 60 days.



(13)
Represents 76,344 issued shares of our Common Stock, options to purchase 53,600 shares of our Common Stock exercisable within
60 days and warrants to purchase 6,000 shares of our Common Stock exercisable within 60 days.



(14) Represents 4,454,604 shares of our Common Stock of which 2,764,331 shares were purchased in a registered direct transaction,
and the remaining 1,690,273 shares were purchased on the open market.



(15)
Represents an aggregate of 616,977 issued shares of our Common Stock, options to purchase 115,750 shares of our Common Stock exercisable
within 60 days and warrants to purchase 35,456 shares of our Common Stock exercisable within 60 days. The aggregate numbers do
not include the current ownership of a former Director and a former Executive Officer.



18







Item
13: Certain Relationships and Related Transactions, and Director Independence.



Our
policy is to enter into transactions with related parties on terms that, on the whole, are no more favorable, or no less favorable,
than those available from unaffiliated third parties. Based on our experience in the business sectors in which we operate and
the terms of our transactions with unaffiliated third parties, we believe that all of the transactions described below met this
policy standard at the time they occurred.



Thomas
A. Moore



On
September 26, 2013, the Company entered into a debt conversion and repayment agreement with Mr. Thomas A. Moore, a former Director
of the Company and our former Chief Executive Officer, with respect to the repayment and partial conversion of amounts owed to
Mr. Moore under outstanding promissory notes issued pursuant to the note purchase agreement dated September 22, 2008, as amended
from time to time. The Company refers to these outstanding notes as the Moore Notes. As provided in the agreement, following the
closing of the October 22, 2013 public offering: (a) the Company paid Mr. Moore $100,000 in cash as partial repayment of the Moore
Notes, (b) the Company converted one-half of the remaining balance (approximately $162,132) using the same terms as securities
being offered and sold in the October 22, 2013 offering and issued Mr. Moore 40,783 shares of our Common Stock and a five-year
warrant to purchase 20,392 shares of our Common Stock at an exercise price of $5.00 per share on October 31, 2013 and (c) within
three months of the closing of the offering, the Company will pay Mr. Moore in cash the then remaining outstanding balance under
the Moore Notes (approximately $163,132). The Company paid Mr. Moore $168,280, inclusive of additional interest expense incurred,
on February 4, 2014, fully satisfying its obligations under the Moore Notes, which no longer remain outstanding.



On
August 19, 2013, the Company entered into a consulting agreement with Mr. Moore pursuant to which Mr. Moore will continue to assist
the Company in exchange for (i) receiving an aggregate of approximately $350,000, paid in installments over the course of the
one year consulting period, (ii) reimbursement by the Company for any costs associated with or incurred by Mr. Moore for participation
in a group health plan and (iii) a grant of 37,500 RSUs that will vest quarterly over three years. Since Mr. Moore was not nominated
for re-election, only 10,976 RSUs vested through his current term on the Board. The one-year consulting agreement automatically
terminated on August 18, 2014.



Following
Mr. Moore’s termination of his engagement as a consultant as provided in the agreement, Mr. Moore was entitled to payment
of any earned or accrued but unpaid compensation and, provided that Mr. Moore executes a separation agreement and general release,
a one-time lump sum $350,000 disengagement payment, subject to all applicable withholdings and deductions. As of October 27, 2014,
the disengagement payment was paid in full and we have no outstanding balance under all arrangements.



Mark
J. Rosenblum



In
connection with the October 2011 offering, we issued $58,823.53 of convertible promissory notes to an IRA account in the name
of our former Chief Financial Officer, Mark J. Rosenblum, for a purchase price of $50,000. Additionally, Mr. Rosenblum received
a warrant to purchase that number of shares of our Common Stock equal to 50% of such number of shares of our Common Stock issuable
upon conversion of the $58,823.53 convertible promissory notes, at an exercise price of $18.75 per share, which expired on October
31, 2014. On May 18, 2012, Mr. Rosenblum exchanged his convertible promissory notes and warrant for 5,490 shares of our Common
Stock.



In
connection with Mr. Rosenblum’s resignation in March 2014, the Company and Mr. Rosenblum entered into a separation agreement
effective as of March 24, 2014. The separation agreement provides for severance benefits of, among other things, one year’s
salary of $275,000 payable in equal bi-weekly payments over a period of twelve (12) months as well as accelerated vesting of Mr.
Rosenblum’s stock and option awards.



James
P. Patton



On
August 2, 2012, in a private placement pursuant to a note purchase agreement, we issued Dr. James Patton, a member of our Board
of Directors, a convertible promissory note in the principal amount of $66,667 for a purchase price of $50,000, representing an
original issue discount of 25%. Dr. Patton paid $0.75 for each $1.00 of principal amount of the Patton Note. The Patton Note was
convertible into shares of our Common Stock at $18.75 per share, subject to adjustment.



Additionally,
Dr. Patton received a warrant to purchase that number of shares of our Common Stock equal to 50% of the number of shares of our
Common Stock issuable upon conversion of the Patton Note, at an exercise price of $10.625 per share. This warrant expires on August
2, 2017 and may be exercised on a cashless basis in certain circumstances. On June 25, 2013, Dr. Patton converted the note in
full into 21,092 shares of Advaxis Inc. Common Stock.



Daniel
J. O’Connor



In
connection with a May 2012 offering by Advaxis, Inc., we issued Mr. O’Connor a convertible promissory note in the principal
amount of $66,667 for a purchase price of $50,000, which represents an original issue discount of 25%. On May 20, 2013, Mr. O’Connor
converted the note in full for 21,091 shares of our Common Stock. Mr. O’Connor also received a warrant to purchase that
number of shares of our Common Stock equal to 50% of such number of shares of our Common Stock issuable upon conversion of the
note, based on the original conversion price of $18.75 per share, which warrant expires May 18, 2017 and may be exercised on a
cashless basis in certain circumstances. The warrant had an original exercise price of $18.75 per share but was adjusted, pursuant
to its terms, on December 1, 2012 to $10.625 per share.



19







Item
14: Principal Accountant Fees and Services.



Disclosure
of Principal Accountant Fees and Services



On
December 14, 2012, we engaged Marcum, LLP (“Marcum”) as our independent registered public accounting firm to audit
our financial statements. Beginning with the year ended October 31, 2012, Marcum has audited our financial statements. Below is
a summary of the fees recorded for the periods ended October 31, 2014 and 2013.



|                                  |  | Fiscal Year |         |  | Fiscal Year |  
|--------------------------------- |  | ----------- | ------- |  | ----------- | -
|                                  |  | 2014        |         |  | 2013        |  
|Audit & Related Fees – Marcum LLP |  | $           | 112,482 |  |             | $
|Tax Fees – Marcum LLP             |  | $           | 24,280  |  |             | $
|Other Fees – Marcum LLP           |  | $           | 116,638 |  |             | $
|Total                             |  | $           | 253,400 |  |             | $



Audit
& Related Fees: The Company recorded fees of $112,482 and $165,523 in connection with its audits and quarterly review
services of the Company’s financial statements for the fiscal years ended October 31, 2014 and 2013, respectively.



Tax
Fees: The Company recorded fees of $24,280 and $12,475 in connection with tax fees for the fiscal years ended October 31,
2014 and 2013.



All
Other Fees: The Company recorded fees of $116,638 and $136,643 primarily for review of securities registration documents,
and for assistance with other document reviews for the fiscal years ended October 31, 2014 and 2013, respectively.



Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors



The
Audit Committee will pre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection
with securities underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange
Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent
auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us
if the ” de minimus ” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority
to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions
to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee may review
and approve the scope and staffing of the independent auditors’ annual audit plan.



20







PART
IV



Item
15: Exhibits and Financial Statements Schedules.



See
Index of Exhibits below. The Exhibits are filed with or incorporated by reference in this report.



(a)
Exhibits. The following exhibits are included herein or incorporated herein by reference.



|Exhibit
    Number |  | Description
    of Exhibits                                                                                                                                                                                                                                                                           
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                       
|1.1                |  | Underwriting
    Agreement, dated March 26, 2014, by and between Aegis Capital Group and Advaxis, Inc. Incorporated by reference to Exhibit
    1.1 to Current Report on Form 8-K filed with the SEC on April 1, 2014.                                                                                
|                   |  |                                                                                                                                                                                                                                                                                                       
|2.1                |  | Agreement
    Plan and Merger of Advaxis, Inc. (a Colorado corporation) and Advaxis, Inc. (a Delaware corporation). Incorporated by reference
    to Annex B to DEF 14A Proxy Statement filed with the SEC on May 15, 2006.                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                       
|3.1                |  | Amended
    and Restated Certificate of Incorporation. Incorporated by reference to Annex C to DEF 14A Proxy Statement filed with the
    SEC on May 15, 2006.                                                                                                                                        
|                   |  |                                                                                                                                                                                                                                                                                                       
|3.2                |  | Certificate
    of Designations of Preferences, Rights and Limitations of Series A Preferred Stock of the registrant, dated September 24,
    2009. Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on September 25, 2009.                                  
|                   |  |                                                                                                                                                                                                                                                                                                       
|3.3                |  | Certificate
    of Designations of Preferences, Rights and Limitations of Series B Preferred Stock of the registrant, dated July 19, 2010.
    Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on July 20, 2010.                                            
|                   |  |                                                                                                                                                                                                                                                                                                       
|3.4                |  | Certificate
    of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 16,
    2012. Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on August 17, 2012.                                    
|                   |  |                                                                                                                                                                                                                                                                                                       
|3.5                |  | Certificate
    of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on July 11, 2013
    (reverse stock split). Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on July 15,
    2013.              
|                   |  |                                                                                                                                                                                                                                                                                                       
|3.6                |  | Certificate
    of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on July 12, 2013
    (authorized share capital decrease). Incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed with the
    SEC on July 15, 2013.
|                   |  |                                                                                                                                                                                                                                                                                                       
|3.7                |  | Certificate
    of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on July 9, 2014.
    Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on July 10, 2014.                                         
|                   |  |                                                                                                                                                                                                                                                                                                       
|3.8                |  | Amended
    and Restated Bylaws. Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-QSB filed with the SEC on September
    13, 2006.                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                       
|4.1                |  | Form
    of Common Stock certificate. Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on
    October 23, 2007.                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                       
|4.2                |  | Form
    of Amended and Restated Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.2 to Current Report on Form
    8-K/A filed with the SEC on February 11, 2010.                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                                                                       
|4.3                |  | Form
    of Common Stock Purchase Warrant, issued in the junior bridge financing. Incorporated by reference to Exhibit 4.12 to Registration
    Statement on Form S-1 (File No. 333-162632) filed with the SEC on October 22, 2009.                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                       
|4.4                |  | Form
    of Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC
    on June 19, 2009.                                                                                                                                            
|                   |  |                                                                                                                                                                                                                                                                                                       
|4.5                |  | Form
    of Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K/A filed with the
    SEC on February 11, 2010.                                                                                                                                      
|                   |  |                                                                                                                                                                                                                                                                                                       
|4.6                |  | Form
    of Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the SEC
    on November 12, 2010.                                                                                                                                        





21







|Exhibit
    Number |  | Description
    of Exhibits                                                                                                                                                                                                                                                                                                     
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.7                |  | Form
    of Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the SEC
    on May 9, 2011.                                                                                                                                                                        
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.8                |  | Form
    of Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC
    on August 31, 2011.                                                                                                                                                                    
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.9                |  | Form
    of Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the SEC
    on November 2, 2011.                                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.10               |  | Form
    of Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the SEC
    on January 5, 2012.                                                                                                                                                                    
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.11               |  | Form
    of Common Stock Purchase Warrant issued pursuant to the Exchange Agreements, dated as of May 14, 2012, by and between Advaxis,
    Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 4.1 to Current Report
    on Form 8-K filed with the SEC on May 18, 2012.    
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.12               |  | Form
    of Common Stock Purchase Warrant issued pursuant to the note purchase agreement, dated as of May 14, 2012, by and between
    Advaxis, Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 4.3 to Current
    Report on Form 8-K filed with the SEC on May 18, 2012.
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.13               |  | Form
    of Common Stock Purchase Warrant issued to Dr. James Patton. Incorporated by reference to Exhibit 4.23 to Amendment No. 1
    to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on September 11, 2012.                                                                                    
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.14               |  | Form
    of Secured Promissory Note issued pursuant to the Securities Purchase Agreement, dated as of December 13, 2012, by and between
    Advaxis, Inc. and Tonaquint, Inc. Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the
    SEC on March 25, 2013.                               
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.15               |  | Form
    of Warrant to Purchase Shares of Common Stock issued pursuant to the Securities Purchase Agreement, dated as of December 13,
    2012, by and between Advaxis, Inc. and Tonaquint, Inc. Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form
    10-Q filed with the SEC on March 25, 2013.            
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.16               |  | Form
    of Warrant Agency Agreement by and between Advaxis, Inc. and Securities Transfer Corporation and Form of Warrant Certificate.
    Incorporated by reference to Exhibit 4.18 to Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC
    on September 27, 2013.                                
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.17               |  | Form
    of Representative’s Warrant. Incorporated by reference to Exhibit 4.19 to Registration Statement on Form S-1/A (File
    No. 333-188637) filed with the SEC on September 27, 2013.                                                                                                                                     
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.18               |  | Form
    of Warrant to Purchase 30,154 Shares of Common Stock issued September 17, 2013 pursuant to an engagement letter termination
    agreement. Incorporated by reference to Exhibit 4.20 to Registration Statement on Form S-1/A (File No. 333-188637) filed with
    the SEC on September 27, 2013.                       
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.19               |  | Form
    of Warrant Agency Agreement between Advaxis, Inc. and Securities Transfer Corporation dated October 22, 2013 and Form of Warrant
    Certificate. Incorporated by reference to Exhibits 10.1 and 10.2 to Current Report on Form 8-K filed with the SEC on October
    22, 2013.                                        
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.20               |  | Common
    Stock purchase warrant, dated as of March 19, 2014, by and between Advaxis, Inc. and Aratana Therapeutics, Inc. Incorporated
    by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                 
|4.21               |  | Form
    of Representative’s Warrant related to the Underwriting Agreement, dated as of March 31, 2014, by and between Advaxis,
    Inc. and Aegis Capital Group. Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q filed with the SEC
    on June 10, 2014.                                            



22









|Exhibit
    Number |  | Description
    of Exhibits                                                                                                                                                                                                                                                                           
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.1               |  | 2004
    Stock Option Plan of the registrant. Incorporated by reference to Exhibit 4.1 to Report on Form S-8 filed with the SEC on
    December 1, 2005.                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.2               |  | 2005
    Stock Option Plan of the registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on
    May 15, 2006.                                                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.3               |  | License
    Agreement, between the Trustees of the University of Pennsylvania and the registrant dated as of June 17, 2002, as Amended
    and Restated on February 13, 2007. Incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-KSB filed with the
    SEC on February 13, 2007. 
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.4               |  | Sponsored
    Research Agreement dated November 1, 2006 by and between the Trustees of the University of Pennsylvania (Dr. Paterson Principal
    Investigator) and the registrant. Incorporated by reference to Exhibit 10.44 to Annual Report on 10-KSB filed with the SEC
    on February 13, 2007.
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.5               |  | Agreement,
    dated July 7, 2003, by and between Cobra Biomanufacturing PLC and Advaxis, Inc. Incorporated by reference to Exhibit 10.16
    to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).                                    
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.6               |  | Employment
    Agreement, dated March 1, 2005, by and between John Rothman and the registrant. Incorporated by reference to Exhibit 10.25
    to Pre-Effective Amendment No. 2 filed on April 8, 2005 to Registration Statement on Form SB-2/A (File No. 333-122504).                                 
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.7               |  | Royalty
    Agreement, dated as of May 11, 2003, by and between Cobra Bio-Manufacturing PLC and the registrant. Incorporated by reference
    to Exhibit 10.28 to Pre-Effective Amendment No. 4 filed on June 9, 2005 to Registration Statement on Form SB-2 (File No. 333-122504).                   
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.8               |  | Employment
    Agreement dated August 21, 2007 between the registrant and Thomas Moore. Incorporated by reference to Exhibit 10.3 to Current
    Report on Form 8-K filed with the SEC on August 27, 2007.                                                                                            
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.9               |  | Note
    purchase agreement, dated September 22, 2008 by and between Thomas A. Moore and the registrant. Incorporated by reference
    to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 30, 2008.                                                                        
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.10              |  | Technical/Quality
    Agreement dated May 6, 2008 by and between Vibalogics GmbH and the registrant. Incorporated by reference to Exhibit 10.57
    to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.11              |  | Master
    Service Agreement dated April 7, 2008 by and between Vibalogics GmbH and the registrant. Incorporated by reference to Exhibit
    10.58 to Annual Report on Form 10-KSB filed with the SEC on January 29, 2009.                                                                            
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.12              |  | Form
    of Senior Promissory Note as amended, between the registrant and Thomas Moore. Incorporated by reference to Exhibit 4.3 to
    Current Report on Form 8-K filed with the SEC on June 19, 2009.                                                                                               
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.13              |  | Form
    of Amended and Restated Senior Promissory Note, between the registrant and Thomas Moore. Incorporated by reference to Exhibit
    4.17 to Annual Report on Form 10-K filed with the SEC on February 19, 2010.                                                                                
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.14              |  | Amended
    and Restated 2009 Stock Option Plan of the registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed
    with the SEC on April 30, 2010.                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                       
|10.15              |  | Second
    Amendment to the Amended and Restated Patent License Agreement between the registrant and the Trustees of the University of
    Pennsylvania dated as of May 10, 2010. Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with
    the SEC on June 3, 2010.  



23









|Exhibit
    Number |  | Description
    of Exhibits                                                                                                                                                                                                                                                                                   
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.16              |  | Series
    B Preferred Stock Purchase Agreement dated July 19, 2010 by and between Optimus Capital Partners, LLC and the registrant.
    Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 20, 2010.                                                         
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.17              |  | Form
    of Amended and Restated Promissory Note between Optimus CG II Ltd. and the registrant. Incorporated by reference to Exhibit
    G to the Purchase Agreement included as Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 20, 2010.                                              
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.18              |  | Form
    of Security Agreement between Optimus CG II Ltd. and the registrant. Incorporated by reference to Exhibit H to the Purchase
    Agreement included as Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 20, 2010.                                                                
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.19              |  | Amended
    and Restated Senior Promissory Note, dated March 17, 2011, between the registrant and Thomas A. Moore. Incorporated by reference
    to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on March 17, 2011.                                                                       
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.20              |  | Amendment
    No. 1 to Series B Preferred Stock Purchase Agreement dated April 4, 2011 by and between Optimus Life Sciences Capital Partners,
    LLC, Optimus CG II Ltd. and the registrant. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed
    with the SEC on April 7, 2011.
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.21              |  | Form
    of Promissory Note between Optimus CG II Ltd. and the registrant. Incorporated by reference to Appendix 2 to the Warrant included
    as Exhibit 4.1 to Current Report on Form 8-K filed with the SEC on April 7, 2011.                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.22              |  | Amended
    and Restated Security Agreement between Optimus CG II Ltd. and the registrant. Incorporated by reference to Exhibit 10.2 to
    Current Report on Form 8-K filed with the SEC on April 7, 2011.                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.23              |  | Form
    of note purchase agreement, dated as of May 9, 2011, by and between Advaxis, Inc. and each investor identified on the signature
    pages thereto. Incorporated by reference to Exhibit 10.1 to Amendment to Current Report on Form 8-K/A filed with the SEC on
    May 12, 2011.                    
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.24              |  | 2011
    Omnibus Incentive Plan of registrant. Incorporated by reference to Annex A to DEF 14A Proxy Statement filed with the SEC on
    August 29, 2011.                                                                                                                                                     
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.25              |  | 2011
    Employee Stock Purchase Plan. Incorporated by reference to Annex B to DEF 14A Proxy Statement filed with the SEC on August
    29, 2011.                                                                                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.26              |  | Exchange
    and Amendment Agreement, dated as of August 29, 2011, by and between Advaxis, Inc. and Thomas A. Moore. Incorporated by reference
    to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 31, 2011.                                                                       
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.27              |  | Form
    of Convertible Promissory Note. Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC
    on November 2, 2011.                                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                               
|10.28              |  | Form
    of note purchase agreement, dated as of October 28, 2011, by and between Advaxis, Inc. and each investor identified on the
    signature pages thereto. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on November
    2, 2011.                          



24







|Exhibit
    Number |  | Description
    of Exhibits                                                                                                                                                                                                                                                                                                                         
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.29              |  | Form
    of Registration Rights Agreement, dated as of October 28, 2011, by and between Advaxis, Inc. and each of the several investors
    signatory thereto. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on November
    2, 2011.                                                                  
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.30              |  | Amendment
    No. 1 to the Advaxis, Inc. 2011 Employee Stock Purchase Plan. Incorporated by reference to Exhibit 10.1 to Current Report
    on Form 8-K filed with the SEC on December 20, 2011.                                                                                                                                                    
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.31              |  | Form
    of Convertible Promissory Note. Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the SEC
    on January 5, 2012.                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.32              |  | Form
    of note purchase agreement, dated as of December 29, 2011, by and between Advaxis, Inc. and each investor identified on the
    signature pages thereto. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on January
    5, 2012.                                                                
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.33              |  | Form
    of Registration Rights Agreement, by and between Advaxis, Inc. and each of the several investors signatory thereto. Incorporated
    by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on January 5, 2012.                                                                                                     
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.34              |  | Form
    of Exchange Agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature
    pages thereto. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on May 18, 2012.                                                                                 
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.35              |  | Form
    of Amendment, Consent and Waiver Agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified
    on the signature pages thereto. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC
    on May 18, 2012.                                                        
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.36              |  | Form
    of Convertible Promissory Note issued pursuant to the note purchase agreement, dated as of May 14, 2012, by and between Advaxis,
    Inc. and each investor identified on the signature pages thereto. Incorporated by reference to Exhibit 4.2 to Current Report
    on Form 8-K filed with the SEC on May 18, 2012.                      
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.37              |  | Form
    of note purchase agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the signature
    pages thereto. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on May 18, 2012.                                                                            
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.38              |  | Form
    of Registration Rights Agreement, dated as of May 14, 2012, by and between Advaxis, Inc. and each investor identified on the
    signature pages thereto. Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on May
    18, 2012.                                                                  
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.39              |  | Stock
    Purchase Agreement, dated as of June 13, 2012, by and between Advaxis, Inc. and Numoda Corporation. Incorporated by reference
    to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on June 14, 2012.                                                                                                                      
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.40              |  | Amendment
    No. 1, dated as of March 26, 2007, to the License Agreement, between the Trustees of the University of Pennsylvania and Advaxis,
    Inc. dated as of June 17, 2002, as amended and restated on February 13, 2007. Incorporated by reference to Exhibit 10.1 to
    Quarterly Report on Form 10-Q filed with the SEC on June 14, 2012.
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.41              |  | Master
    Agreement, dated June 19, 2009, by and between Numoda Corporation and Advaxis, Inc. Incorporated by reference to Exhibit 10.2
    to Quarterly Report on Form 10-Q filed with the SEC on June 14, 2012.                                                                                                                                  
|                   |  |                                                                                                                                                                                                                                                                                                                                                     
|10.42              |  | Form
    of Project Agreement by and between Numoda Corporation and Advaxis, Inc. Incorporated by reference to Exhibit 10.3 to Quarterly
    Report on Form 10-Q filed with the SEC on June 14, 2012.                                                                                                                                               



25









|Exhibit
    Number |  | Description
    of Exhibits                                                                                                                                                                                                                                                                                                                            
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.43              |  | Clinical
    Trial Services Agreement, dated December 13, 2009, by and between the Gynecologic Oncology Group and Advaxis, Inc. Incorporated
    by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on June 14, 2012.                                                                                                    
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.44              |  | Amendment
    No. 3, dated as of December 12, 2011, to the License Agreement, between the Trustees of the University of Pennsylvania and
    Advaxis, Inc. dated as of June 17, 2002, as amended and restated on February 13, 2007. Incorporated by reference to Exhibit
    10.5 to Quarterly Report on Form 10-Q filed with the SEC on June 14, 2012.
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.45              |  | Exchange
    Agreement, dated as of July 5, 2012, by and between Advaxis, Inc. and Thomas A. Moore. Incorporated by reference to Exhibit
    10.1 to Current Report on Form 8-K filed with the SEC on July 11, 2012.                                                                                                                                   
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.48              |  | Amendment
    No. 1 to 2011 Omnibus Incentive Plan of registrant. Incorporated by reference to Annex B to DEF 14A Proxy Statement filed
    with the SEC on July 19, 2012.                                                                                                                                                                             
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.49              |  | Promissory
    Note issued to JLSI, LLC on July 21, 2012. Incorporated by reference to Exhibit 10.111 to Registration Statement on Form S-1
    (File No. 333-183682) filed with the SEC on August 31, 2012.                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.50              |  | Form
    of Convertible Promissory Note issued to Dr. James Patton. Incorporated by reference to Exhibit 10.112 to Amendment No. 1
    to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on September 11, 2012.                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.51              |  | Form
    of Convertible Promissory Note issued to JMJ Financial on August 27, 2012. Incorporated by reference to Exhibit 10.113 to
    Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on August 31, 2012.                                                                                                                 
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.52              |  | Form
    of note purchase agreement by and between Advaxis, Inc. and Dr. James Patton. Incorporated by reference to Exhibit 10.114
    to Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-183682) filed with the SEC on September 11, 2012.                                                                                        
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.53              |  | Common
    Stock Purchase Agreement by and between Advaxis, Inc. and Hanover Holdings I, LLC, dated as of October 26, 2012. Incorporated
    by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 31, 2012.                                                                                                        
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.54              |  | Registration
    Rights Agreement by and between Advaxis, Inc. and Hanover Holdings I, LLC, dated as of October 26, 2012. Incorporated by reference
    to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 31, 2012.                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.55              |  | Order
    for Approval of Stipulation for Settlement of Claims entered by the Superior Court of the State of California for the County
    of Los Angeles – Central District, dated December 20, 2012. Incorporated by reference to Exhibit 10.1 to Current Report
    on Form 8-K filed with the SEC on December 28, 2012.                            
|                   |  |                                                                                                                                                                                                                                                                                                                                                        
|10.56              |  | Stipulation
    for Settlement of Claims between Ironridge Global IV, Ltd. and Advaxis, Inc., dated December 19, 2012. Incorporated by reference
    to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on December 28, 2012.                                                                                                            



26









|Exhibit
    Number |  | Description
    of Exhibits                                                                                                                                                                                                                      
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                  
|10.57              |  | Form
    of Securities Purchase Agreement, dated as of December 13, 2012, by and between Advaxis, Inc. and Tonaquint, Inc. Incorporated
    by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.  
|                   |  |                                                                                                                                                                                                                                                  
|10.58              |  | Form
    of Security Agreement, dated as of December 13, 2012, by Advaxis, Inc. in favor of Tonaquint, Inc. Incorporated by reference
    to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.                 
|                   |  |                                                                                                                                                                                                                                                  
|10.59              |  | Separation
    Agreement and General Release dated March 20, 2013 between Advaxis, Inc. and John Rothman. Incorporated by reference to Exhibit
    10.5 to Quarterly Report on Form 10-Q filed with the SEC on March 25, 2013.                   
|                   |  |                                                                                                                                                                                                                                                  
|10.60              |  | Convertible
    Promissory Note issued to JMJ Financial on April 26, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on
    Form 8-K filed with the SEC on May 8, 2013.                                                        
|                   |  |                                                                                                                                                                                                                                                  
|10.61              |  | Securities
    Purchase Agreement dated June 21, 2013 between Advaxis, Inc. and Redwood Management, LLC. Incorporated by reference to Exhibit
    10.1 to Current Report on Form 8-K filed with the SEC on June 27, 2013.                        
|                   |  |                                                                                                                                                                                                                                                  
|10.62              |  | 5%
    Convertible Debenture dated June 21, 2013 issued to Redwood Management, LLC. Incorporated by reference to Exhibit 10.2 to
    Current Report on Form 8-K filed with the SEC on June 27, 2013.                                             
|                   |  |                                                                                                                                                                                                                                                  
|10.63              |  | Consulting
    Agreement by and between Advaxis, Inc. and Thomas A. Moore, dated August 19, 2013. Incorporated by reference to Exhibit 10.1
    to Current Report on Form 8-K filed with the SEC on August 20, 2013.                             
|                   |  |                                                                                                                                                                                                                                                  
|10.64              |  | Employment
    Agreement by and between Advaxis, Inc. and Daniel J. O’Connor, dated August 19, 2013. Incorporated by reference to Exhibit
    10.2 to Current Report on Form 8-K filed with the SEC on August 20, 2013.                          
|                   |  |                                                                                                                                                                                                                                                  
|10.65              |  | Form
    of Indemnification Agreement. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on
    August 20, 2013                                                                                         
|                   |  |                                                                                                                                                                                                                                                  
|10.66              |  | Employment
    Agreement by and between Advaxis, Inc. and Mark J. Rosenblum, dated September 4, 2013. Incorporated by reference to Exhibit
    10.1 to Current Report on Form 8-K filed with the SEC on September 10, 2013.                      
|                   |  |                                                                                                                                                                                                                                                  
|10.67              |  | Securities
    Purchase Agreement dated September 4, 2013. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed
    with the SEC on September 10, 2013.                                                                 
|                   |  |                                                                                                                                                                                                                                                  
|10.68              |  | Convertible
    Promissory Note dated September 4, 2013. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with
    the SEC on September 10, 2013.                                                                   
|                   |  |                                                                                                                                                                                                                                                  
|10.69              |  | Amendment
    No. 1 dated September 4, 2013 to Convertible Promissory Note dated April 26, 2013. Incorporated by reference to Exhibit 10.3
    to Current Report on Form 8-K filed with the SEC on September 10, 2013.                           
|                   |  |                                                                                                                                                                                                                                                  
|10.70              |  | Employment
    Agreement between Advaxis, Inc. and Robert Petit, dated September 26, 2013. Incorporated by reference to Exhibit 10.70 to
    Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC on September 27, 2013.
|                   |  |                                                                                                                                                                                                                                                  
|10.71              |  | Employment
    Agreement between Advaxis, Inc. and Chris French, dated September 26, 2013. Incorporated by reference to Exhibit 10.71 to
    Registration Statement on Form S-1/A (File No. 333-188637) filed with the SEC on September 27, 2013.
|                   |  |                                                                                                                                                                                                                                                  
|10.72              |  | Debt
    Conversion Agreement between Advaxis, Inc. and Thomas A. Moore dated September 26, 2013. Incorporated by reference to Exhibit
    10.1 to Current Report on Form 8-K filed with the SEC on September 27, 2013.                          



27







|Exhibit
    Number |  | Description
    of Exhibits                                                                                                                                                                                                                                    
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                
|10.73              |  | Form
    of Exchange Agreement between Advaxis, Inc. and Redwood Management, LLC dated September 27, 2013. Incorporated by reference
    to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on September 27, 2013.                               
|                   |  |                                                                                                                                                                                                                                                                
|10.74              |  | Notice
    of Settlement and Redemption Agreement dated September 26, 2013. Incorporated by reference to Exhibit 10.3 to Current Report
    on Form 8-K filed with the SEC on September 27, 2013.                                                              
|                   |  |                                                                                                                                                                                                                                                                
|10.75              |  | Exchange
    and Settlement Agreement between Advaxis, Inc. and Iliad Research and Trading, LP, dated October 10, 2013. Incorporated by
    reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 11, 2013.                    
|                   |  |                                                                                                                                                                                                                                                                
|10.76              |  | Accelerated
    Conversion and Note Termination Agreement between Advaxis, Inc. and JMJ Financial, dated October 16, 2013. Incorporated by
    reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 17, 2013.                 
|                   |  |                                                                                                                                                                                                                                                                
|10.77‡             |  | Employment
    Agreement by and between Advaxis, Inc. and Gregory T. Mayes, III, dated October 25, 2013. Incorporated by reference to Exhibit
    10.1 to Current Report on Form 8-K filed with the SEC on October 29, 2013.                                   
|                   |  |                                                                                                                                                                                                                                                                
|10.78‡             |  | Form
    of Restricted Stock Agreement between Advaxis, Inc. and Gregory T. Mayes, III, dated October 25, 2013. Incorporated by reference
    to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 29, 2013.                            
|                   |  |                                                                                                                                                                                                                                                                
|10.79              |  | Exclusive
    License and Technology Transfer Agreement by and between Advaxis, Inc. and Global BioPharma, Inc., dated December 9, 2013.
    Incorporated by reference to Exhibit 10.79 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.
|                   |  |                                                                                                                                                                                                                                                                
|10.80‡             |  | Amendment
    No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Daniel J. O’Connor.
    Incorporated by reference to Exhibit 10.82 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.    
|                   |  |                                                                                                                                                                                                                                                                
|10.81‡             |  | Amendment
    No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Gregory T. Mayes, III.
    Incorporated by reference to Exhibit 10.82 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014. 
|                   |  |                                                                                                                                                                                                                                                                
|10.82‡             |  | Amendment
    No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Mark J. Rosenblum. Incorporated
    by reference to Exhibit 10.82 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.     
|                   |  |                                                                                                                                                                                                                                                                
|10.83‡             |  | Amendment
    No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Robert G. Petit. Incorporated
    by reference to Exhibit 10.82 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.       
|                   |  |                                                                                                                                                                                                                                                                
|10.84‡             |  | Amendment
    No. 1, dated as of December 19, 2013, to the Employment Agreement by and between Advaxis, Inc. and Chris L. French. Incorporated
    by reference to Exhibit 10.82 to Annual Report on Form 10-K/A filed with the SEC on February 6, 2014.       
|                   |  |                                                                                                                                                                                                                                                                
|10.85              |  | Distribution
    and Supply Agreement, dated as of January 20, 2014, by and between Advaxis, Inc. and Biocon, Limited. Incorporated by reference
    to Exhibit 10.7 to Quarterly Report on Form 10-Q filed with the SEC on March 17, 2014.                    
|                   |  |                                                                                                                                                                                                                                                                
|10.86              |  | Exclusive
    License Agreement, dated March 19, 2014, by and between Advaxis, Inc. and Aratana Therapeutics, Inc. Incorporated by reference
    to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.                         
|                   |  |                                                                                                                                                                                                                                                                
|10.87‡             |  | Employment
    Agreement, dated March 24, 2014, by and between Advaxis, Inc. and Sara M. Bonstein. Incorporated by reference to Exhibit 10.2
    to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.                                         
|                   |  |                                                                                                                                                                                                                                                                
|10.88‡             |  | Separation
    Agreement and General Release, dated March 24, 2014, between Advaxis, Inc. and Mark J. Rosenblum. Incorporated by reference
    to Exhibit 10.3 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.                           
|                   |  |                                                                                                                                                                                                                                                                
|10.89‡             |  | Amendment
    No. 2, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Daniel J. O’Connor. Incorporated
    by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.            
|                   |  |                                                                                                                                                                                                                                                                
|10.90‡             |  | Amendment
    No. 2, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Gregory T. Mayes. Incorporated
    by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.              





28







|10.91‡ |  | Amendment
    No. 2, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Robert G. Petit. Incorporated
    by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.                                                                                                   
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.92‡ |  | Amendment
    No. 2, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Chris L. French. Incorporated
    by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.93‡ |  | Amendment
    No. 1, dated as of June 5, 2014, to the Employment Agreement by and between Advaxis, Inc. and Sara M. Bonstein. Incorporated
    by reference to Exhibit 10.8 to Quarterly Report on Form 10-Q filed with the SEC on June 10, 2014.                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.94‡ |  | Employment
    Agreement, dated October 20, 2014, by and between Advaxis, Inc. and David J. Mauro. Incorporated by reference to Exhibit 10.1
    to Current Report on Form 8-K filed with the SEC on October 21, 2014                                                                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.95‡ |  | Form
    of Restricted Stock Agreement between Advaxis, Inc. and David J. Mauro, dated October 20, 2014. Incorporated by reference
    to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 21, 2014.                                                                                                                       
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.96  |  | Clinical
    Trial Collaboration Agreement, dated July 21, 2014, by and between Advaxis, Inc. and MedImmune, LLC. Incorporated by reference
    to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on September 9, 2014.                                                                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.97  |  | 5th
    Amendment to the Amended & Restated License Agreement, dated July 25, 2014, by and between Advaxis, Inc. and University
    of Pennsylvania. Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed with the SEC on September
    9, 2014.                                                                       
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.98  |  | Amendment
    No. 2 to the Advaxis, Inc. 2011 Omnibus Incentive Plan, effective July 9, 2014. Incorporated by reference to Annex A to Current
    Report on Schedule 14A filed with the SEC on May 20, 2014.                                                                                                                                       
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.99  |  | Amended
    and Restated 2011 Omnibus Incentive Plan, dated September 8, 2014. Incorporated by reference to Exhibit 10.4 to Quarterly
    Report on Form 10-Q filed with the SEC on September 9, 2014.                                                                                                                                             
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.100 |  | Master
    Services Agreement for Technical Transfer and Clinical Supply, dated February 5, 2014, by and between Advaxis, Inc. and SynCo
    Bio Partners B.V. Incorporated by reference to Exhibit 10.1 to Current Report to Form 8-K filed with the SEC on February 11,
    2014.                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.101 |  | Clinical
    Trial Collaboration and Supply Agreement by and between Advaxis, Inc. and Merck & Co. dated August 22, 2014. Incorporated
    by reference to Exhibit 10.1 to Annual Report on Form 10-K filed with the SEC on January 6, 2015. Confidential treatment
    has been granted with respect to the omitted portions of this exhibit.     
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.102 |  | Manufacturing
    Services Agreement by and between Advaxis, Inc. and IDT Biologika dated September 8, 2014. Incorporated by reference to Exhibit
    10.1 to Annual Report on Form 10-K filed with the SEC on January 6, 2015.                                                                                                                    
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|10.103 |  | Clinical
    Trial Collaboration and Supply Agreement by and between Advaxis, Inc. and MedImmune, LLC dated May 22, 2014. Incorporated
    by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on September 9, 2014. Confidential treatment
    has been granted with respect to the omitted portions of this exhibit.
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|14.1   |  | Code
    of Business Conduct and Ethics dated November 12, 2004. Incorporated by reference to Exhibit 14.1 to Current Report on Form
    8-K filed with the SEC on November 18, 2004.                                                                                                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                                    
|14.2   |  | Code
    of Business Conduct and Ethics dated July 9, 2014. Incorporated by reference to Exhibit 14.1 to Current Report on Form 8-K
    filed with the SEC on July 10, 2014.                                                                                                                                                                       





29







|Exhibit
    Number |  | Description
    of Exhibits                                                                                                                                                      
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                  
|23.1               |  | Consent
    of Marcum LLP. Incorporated by reference to Exhibit 23.1 to Annual Report on Form 10-K filed with the SEC on January 6, 2015.                                        
|                   |  |                                                                                                                                                                                  
|31.1*              |  | Certification
    of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|                   |  |                                                                                                                                                                                  
|31.2*              |  | Certification
    of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|                   |  |                                                                                                                                                                                  
|32.1*              |  | Certification
    of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002                                                                           
|                   |  |                                                                                                                                                                                  
|32.2*              |  | Certification
    of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002                                                                           
|                   |  |                                                                                                                                                                                  
|101.INS            |  | XBRL
    Instance Document. Incorporated by reference to Exhibit 101.INS to Annual Report on Form 10-K filed with the SEC on January
    6, 2015.                                
|                   |  |                                                                                                                                                                                  
|101.SCH            |  | XBRL
    Taxonomy Extension Schema Document. Incorporated by reference to Exhibit 101.SCH to Annual Report on Form 10-K filed with
    the SEC on January 6, 2015.               
|                   |  |                                                                                                                                                                                  
|101.CAL            |  | XBRL
    Taxonomy Extension Calculation Linkbase Document. Incorporated by reference to Exhibit 101.CAL to Annual Report on Form 10-K
    filed with the SEC on January 6, 2015. 
|                   |  |                                                                                                                                                                                  
|101.DEF            |  | XBRL
    Taxonomy Extension Definitions Linkbase Document. Incorporated by reference to Exhibit 101.DEF to Annual Report on Form 10-K
    filed with the SEC on January 6, 2015. 
|                   |  |                                                                                                                                                                                  
|101.LAB            |  | XBRL
    Taxonomy Extension Label Linkbase Document. Incorporated by reference to Exhibit 101.LAB to Annual Report on Form 10-K filed
    with the SEC on January 6, 2015.       
|                   |  |                                                                                                                                                                                  
|101.PRE            |  | XBRL
    Taxonomy Extension Presentation Linkbase Document. Incorporated by reference to Exhibit 101.PRE to Annual Report on Form 10-K
    filed with the SEC on January 6, 2015.



|* |  | Filed
    herewith.                                                 
|- |  | --------------------------------------------------------------------
|  |  |                                                                     
|‡ |  | Denotes
    management contract or compensatory plan or arrangement.



30











SIGNATURE



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the registrant’s
Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in Princeton, Mercer County,
State of New Jersey, on this 20th day of January 2015.



ADVAXIS,
INC.



|By: | /s/
    Daniel J. O’Connor               | 
|--- | ---------------------------------------- | 
|    | Daniel J. O’Connor                       | 
|    | Chief Executive
    Officer and Director | 





31