Exhibit 10.68 


  


		[***]	Certain confidential information contained in this document, marked by brackets, has been omitted
and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.





 


 


 





AMENDMENT
NO. 1

TO RESEARCH COLLABORATION AGREEMENT


 


This Amendment No. 1 to the Research Collaboration
Agreement (this Amendment) is dated as of November 30, 2010 (the Effective Date), between:


 


		(1)	INTERNATIONAL AIDS VACCINE INITIATIVE, a not-for-profit corporation with its principal offices
located at 110 William Street, Floor 27, New York, NY 10038 (IAVI); and



 


		(2)	THERACLONE SCIENCES, INC. a biotechnology company with its principal offices located at
1124 Columbia Street, Suite 300, Seattle, WA 98104 (Theraclone).



 


IAVI and Theraclone are each a Party
and together the Parties.


 


RECITALS


 


WHEREAS, IAVI and Theraclone entered into
a Research Collaboration Agreement dated July 1, 2009 (the Agreement); and


 


WHEREAS, the Parties wish to amend the
payments due and the Scope of Work under the Agreement.


 


IT IS AGREED AS FOLLOWS:


 


		1.	Definitions



 


Unless otherwise provided herein,
all defined terms used in this Amendment No. 1 will have the same meaning as in the Agreement.


 


		2.	Amendment of Section 3 (Fixed Price and Payment)



 


Sections 3(a), (b) and (c) (Fixed
Price and Payment) of the Agreement are hereby deleted and replaced as follows:


 


		“(a)	The total fixed price for the performance of activities covered in the Scope
of Work by Theraclone is [***] (the Total Fixed Price).



 


 


*Confidential Treatment
Requested.









    	 	 



    	 



    

 


		(b)	Subject to paragraph (c) below, the Total Fixed Price will be payable in the
following, non-refundable installments:



 


		(i)	[***] on each of the Effective
Date, [***]; and



 


		(ii)	[***] on or before [***];
and



 


		(iii)	[***] on or before [***].



 


(c)The payment of each
installment of the Total Fixed Price (after the initial payment on the Effective Date) is guaranteed subject to (i) the receipt
by IAVI of an invoice for such payment and (ii) the delivery of the quarterly report for such quarter (as referenced in Section
6 below) reflecting acceptable performance of the Scope of Work for such quarterly period, each on the following dates: [***].


 


In the event that IAVI is not
satisfied with the performance of the Scope of Work for any quarterly period, then IAVI must notify Theraclone within 15 days of
receipt of such quarterly report and provide reasonably detailed reasons for its lack of satisfaction. In the event that IAVI does
not so notify Theraclone within such 15 day period, then IAVI will be deemed to be satisfied.”


 


		3.	Amendment of the Scope of Work



 


The Scope of Work attached to
the Agreement is hereby deleted and replaced with the Scope of Work in Attachment I annexed hereto.


 


		4.	Full Force and Effect



 


Except as specifically modified
or amended in this Amendment, the Agreement will remain in full force and effect. No oral promise, covenant or representation of
any character or nature has been made to induce either Party to enter into this Amendment. No provision of this Amendment may be
modified or amended except expressly in a writing signed by both Parties nor will any term be waived except expressly in a writing
signed by the party charged therewith.


 


		5.	Counterparts



 


This Amendment may be executed
in one or more counterparts, each of which together will be deemed original but all of which together will constitute one and the
same document. A photocopy of the original signature of an authorized representative of a party will have the same validity as
an original signature for the purpose of this Agreement.


 


 


*Confidential Treatment
Requested.






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		6.	Governing Law



 


This Amendment will be governed
by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of laws.


 


IN WITNESS WHEREOF, the Parties hereto
have caused this Amendment to be duly executed by their authorized representatives.


 





	International AIDS Vaccine Initiative	 	Theraclone Sciences, Inc.
	 	 	 
	 	 	 
	By 	/s/ Wayne Koff	 	By 	/s/ Russ Hawkinson
	Name:Wayne Koff	 	Name:Russ Hawkinson
	Title:Senior Vice President & CSO	 	Title:CFO
	Date:12/6/10	 	Date:11/30/2010
	 	 	 
	 	 	 


 


 


 


 







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ATTACHMENT
I


 


SCOPE OF
WORK


 


[***]




 


 


 


 


*Confidential Treatment
Requested.






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