Amendment No. 8 to Exclusive License Agreement and Letter Agreement



 EXHIBIT 10.1 
 AMENDMENT NO. 8 TO THE 
 PATENT AND TECHNOLOGY LICENSE AGREEMENT 
 This AMENDMENT NO. 8 (“AMENDMENT NO. 8”) to the ORIGINAL LICENSE (as defined below) effective this 4th
day of April, 2008 (“AMENDMENT NO. 8 EFFECTIVE DATE”) is made by and between the BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER, a component institution of SYSTEM), and ARONEX
PHARMACEUTICALS, INC., a Delaware corporation having a principal place of business located at 3 Forbes Road, Lexington, Massachusetts 02421 (“LICENSEE”), a wholly-owned subsidiary of ANTIGENICS INC., a Delaware corporation. BOARD and
LICENSEE may be referred to hereafter collectively as the “PARTIES.” Capitalized terms not defined herein shall have the meaning set forth in the ORIGINAL LICENSE. 
 RECITALS 
  

	A.	BOARD and LICENSEE are parties to that certain Exclusive License Agreement dated effective as of July 1, 1988 (such Exclusive License Agreement, as previously amended from time
to time, the “ORIGINAL LICENSE”); 

  

	B.	BOARD and LICENSEE desire to amend the ORIGINAL AGREEMENT to, among other things, clarify AMENDMENT NO. 6 to the ORIGINAL LICENSE to correct a scrivener’s error and clarify the
rights of the PARTIES with respect to the Licensed Subject Matter, “Submicron Liposome Suspensions Obtained from Preliposome Lyophilizates.” 

 NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the PARTIES hereby agree to the following: 
  

	1.	The Parties acknowledge and agree that the subject matter of the patent rights relating to MDA 94-031 CON1, U.S. Application No. 09/122,427, entitled “Submicron Liposome
Suspensions Obtained from Preliposome Lyophilizates” has and shall remain part of Schedule I, except as expressly set forth herein. 

  

	2.	The PARTIES further acknowledge and agree that, effective as of the AMENDMENT NO. 6 EFFECTIVE DATE, the specific patent right U.S. Patent No. 5,902,604 constituted RETURNED
TECHNOLOGY and was removed from Schedule 1. 

  

	3.	The PARTIES further acknowledge and agree that, to the extent it was not already included in the definition of “RETURNED TECHNOLOGY” in AMENDMENT NO. 6, on
January 16, 2007, LICENSEE returned to BOARD the specific patent right, EP 96918419.1 and all European applications claiming priority therefrom, and as of such date, such patent right constituted RETURNED TECHNOLOGY. 









	4.	For the avoidance of doubt, the PARTIES further acknowledge and agree that U.S. Patent Application No. 09/122,427, (MDA94-031 CON1), its foreign equivalents (excluding the
specific European patent rights identified in Paragraph 3 of this AMENDMENT NO. 8, above), and any divisionals, continuations, reissues, reexaminations or extensions thereof, and all patents and/or patent applications, domestic or foreign (excluding
the specific European patent rights identified in Paragraph 3 of this AMENDMENT NO. 8, above), which claim priority, directly or indirectly, to U.S. Patent Application No. 08/468,791, now U.S. Patent No. 5,902,604, including, but not
limited to, the foreign applications/patents listed below, do not constitute RETURNED TECHNOLOGY and have and shall remain Board Patent Rights licensed to LICENSEE under the ORIGINAL LICENSE, and that the subject matter of these patent rights have
and shall remain Licensed Subject Matter: 

  

							
	 Our Ref. No.
	  	 Country
	  	 Serial/Application No.
	  	 Filed

	 8449-238-001
	  	Canada	  	2,221,341	  	6/6/96
				
	 8449-238-007
	  	Australia	  	61087/96	  	6/6/96
				
	 8449-238-012
	  	Japan	  	9-502034	  	6/6/96

 Notwithstanding the foregoing, the Parties further acknowledge and agree that all of the patents
rights (including applications and issued patents) identified in this paragraph 4 are included within the definition of “Subject Patent” as defined in Section 11, page 6 to AMENDMENT NO. 6 and, effective as of the AMENDMENT NO. 6
EFFECTIVE DATE, all of the foregoing are included in the license granted by LICENSEE to BOARD in the Anthracycline Field as set forth in Section 11, page 6 of AMENDMENT NO. 6. For purposes of clarification, and not by way of limitation, U.S.
Patent No. 5,902,604, is not within the definition of “Subject Patent,” but is and remains RETURNED TECHNOLOGY. 
  

	5.	The PARTIES acknowledge and agree that, except as set forth in this AMENDMENT NO. 8, the terms and conditions of the ORIGINAL LICENSE shall remain in full force and effect.


  

	6.	This AMENDMENT NO. 8 may be executed by the PARTIES hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the PARTIES hereto. 








 IN WITNESS WHEREOF, the PARTIES hereto have caused their duly authorized representatives to execute this AMENDMENT NO. 8
as of the AMENDMENT NO. 8 EFFECTIVE DATE. 
  

							
	THE UNIVERSITY OF TEXAS	 	THE BOARD OF REGENTS OF
	M. D. ANDERSON CANCER CENTER	 	UNIVERSITY OF TEXAS SYSTEM
				
	By:	 	 /s/ Leon Leach
	 	By:	 	 /s/ John Mendelsohn

		 	Leon Leach	 		 	John Mendelsohn, M.D.
		 	Executive Vice President	 		 	President
		 	M. D. Anderson Cancer Center	 		 	M. D. Anderson Cancer Center
		
	Date: 4/3/08	 	Date: 4/4/08

 APPROVED AS TO CONTENT: 
  

			
	By:	 	 /s/ Christopher C. Capelli

		 	Christopher C. Capelli, MD
		 	VP, Technology Based Ventures
		 	Office of Technology Commercialization
		 	M. D. Anderson Cancer Center
	
	Date: 10/16/07

  

			
	ARONEX PHARMACEUTICALS, INC.:
		
	By:	 	 /s/ Deanna M. Petersen

	Name:	 	Deanna M. Petersen
	Title:	 	Vice President
	
	Date: October 11, 2007