ex10-11.htm


    Exhibit
10.11

     

    AMENDMENT
#3

    (FEBRUARY
2005 LICENSE AGREEMENT)

    


    


    This
amendment #3, effective as of the 31st day of
January 2007 (“Third Amendment Effective Date”), amends the February 1, 2005
License Agreement entered into and between The Trustees of Columbia University
in the City of New York, a New York corporation located at 116th street
and Broadway, New York, New York, 10027 (“Columbia”), and Omnimmune Corp., a
Texas corporation located at 4600 Post Oak Place, Suite 352, Houston, Texas
77027 (“Company”), as amended on March 29, 2005 and June 10, 2005 (collectively,
the “Agreement”) according to the following terms and conditions:

    


    
      	
              1)  

            	
              Section
      3a(ii)(a) is amended by replacing the entirety of this section with the
      following:

            


    

    


    “$25,000
by May 1, 2007, and”

    


    
      	
              2)  

            	
              Section
      3e is hereby amended by replacing the entirety of this section with the
      following:

            


    

    


    “e.           License
Maintenance Fees – Company shall pay annual license maintenance fees according
to the schedule below:

    $10,000
on or before May 1, 2007;

    $20,000
on or before May 1, 2008;

    $35,000
on or before May 1, 2009;

    $50,000
on or before May 1, 2010; and $40,000 each first of May
thereafter.”

    


    
      	
              3)  

            	
              Section
      6a(i) is amended by replacing the entirety of this section with the
      following:

            


    

    


    “Before
February 1, 2008, Company and/or its Sublicensees or Affiliates shall have spent
at least four hundred thousand dollars ($400,000) on the direct research and
development of Licensed Product(s) in the Field.”

    


    
      	
              4)  

            	
              Section
      6a(iii) is amended by replacing the entirety of this section with the
      following:

            


    

    


    “Before
February 1, 2010, Company and/or its Sublicensees or Affiliates shall have spent
at least $2,500,000 on the direct research and development of Licensed
Product(s) in the Field.”

    


    
      	
              5)  

            	
              Section
      6a(iv) is amended by replacing the entirety of this section with the
      following:

            


    

    


    “(iv)           Diagnosis

    


    (a) Company
and/or its Sublicensees or Affiliates shall file an application with the FDA for
at least one (1) Licensed Product for diagnosis of a human disease before
February 1, 2008.

     

    (b) Company
and/or its Sublicensees or Affiliates shall have received FDA approval for at
least one (1) Licensed Product for diagnosis of a human disease before February
1, 2010.

     

    (c) Company
and/or its Sublicensees or Affiliates shall file develop and market at least one
(1) Licensed Product for diagnosis of a human disease somewhere in the world
before February 1, 2011.”

    


    
      	
              6)  

            	
              Section
      6a(v) is amended by replacing the entirety of this section with the
      following:

            


    

    


    “(v)           Therapy

     

    (a) Company
and/or its Sublicensees or Affiliates shall begin the first animal efficacy
study of a murine or humanized MAb or fragment or any other variation thereof
leading to a Licensed Product for therapy of a human disease before February 1,
2008, and shall complete said animal study before February 1, 2010.

     

    (b) Company
and/or its Sublicensees or Affiliates shall begin the first human clinical trial
of at least one (1) Licensed Product for therapy of a human disease before
February 1, 2010.

     

    (c) Company
and/or its Sublicensees or Affiliates shall begin the first phase II human
clinical trial of at least one (1) Licensed Product for therapy of a human
disease before February 1, 2011.

     

    (d) Company
and/or its Sublicensees or Affiliates shall have filed an NDA with the FDA for
at least one (1) Licensed Product for therapy of a human disease before February
1, 2013.”

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              7)  

            	
              In
      consideration for the execution and delivery of this Amendment #3 by
      Columbia, the Company will, upon such execution and delivery, (i) enter
      into an Amended and Restated Stockholders Agreement of the Company, in
      form and substances satisfactory to Columbia, and cause the stockholders
      of the Company to enter into such agreement at such time, (ii) issue to
      Columbia a number of additional shares of the common stock of the Company
      equal to 1% of the fully-diluted equity of the Company after giving effect
      to such issuance, and (iii) enter into a Stock Purchase Agreement, in form
      and substance satisfactory to Columbia, with respect to such additional
      shares.

            


    

    


    
      	
              8)  

            	
              Except
      as expressly set forth in this Amendment #3, the Agreement shall remain in
      full force and effect.  If there is any inconsistency or
      conflict between this Amendment #3 and the Agreement, the provisions of
      this Amendment #3 shall govern and control.  This Amendment #3
      may be executed in any number of counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same instrument.  This Amendment #3 shall be binding upon, and
      shall inure to the benefit of, the parties hereto and their respective
      successors and assigns.

            


    

    


    


    IN WITNESS WHEREOF, the parties have executed
this Amendment #3 in multiple originals as of the date set out below next to
their signatures.

    


                                                                              


    


     

    
      	OMNIMMUNE
CORP.	 	THE TRUSTEES OF COLUMBIA
      UNIVERSITY IN
      THE CITY OF NEW YORK
	 	 	 
	/s/ Harris
      A. Lichtenstein       	 	/s/ Michael J. Cleare                                                         
      
	Harris A.
      Lichtenstein, Ph.D.	 	Michael J. Cleare,
      Ph.D.
	President 	 	Executive Director,
      Columbia Innovation Enterprise
	Date:4/30/07	 	Date:5/2/07 tts#
  33227