Amendment No. 2 dated December 18, 2007 to the License Agreement



 [*] = Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions. 
 EXHIBIT 10.5.3 
 [*] et al. 
 December 13, 2007 
 Amendment 
 Amendment No. 2 
 to the 
 License Agreement 
 Effective February 1, 2002 
 Between

 Stanford University 
 and

 Bayhill Therapeutics 
 Effective as of
December 18, 2007, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (hereinafter “Stanford”) and Bayhill Therapeutics, a company having a primary
place of business at 3400 W. Bayshore Road, Palo Alto, CA 49303, agree as follows: 
  

	 	1.	BACKGROUND 

  

	 	1.1	Stanford and Bayhill are parties to a License Agreement effective February 1, 2002 (“Original Agreement”) covering technologies disclosed in Stanford Dockets
[*]. 

  

	 	1.2	Stanford and Bayhill amended the License Agreement on November 8, 2002, and now wish to further amend the Original Agreement to extend the diligence period until first
commercial sale and clarify when the Original Agreement may be assigned. 

  

	 	2.	AMENDMENT 

  

	 	2.1	Section 5.1 (a) of the Original Agreement shall be restated in full as follows: 

 “As an inducement to STANFORD to enter into this Agreement, LICENSEE agrees to use its commercially reasonable efforts and diligence to proceed with
the development, manufacture, and sale or lease of Licensed Product(s) and to diligently develop markets for the Licensed Product(s). For purposes of clarification, the efforts and diligence of a sublicensee shall fulfill [*] LICENSEE’S
obligations hereunder. LICENSEE shall use its commercially reasonable efforts to (directly or 









 [*] et al. 
 December 13, 2007 
 Amendment 
  

 
indirectly) (i) commence Phase I Clinical trials of a therapeutic using the technology licensed hereunder within [*] of the effective date; and
(ii) offer (directly or indirectly) one therapeutic Licensed Product for commercial sale prior to [*]. In addition, LICENSEE shall use its commercially reasonable efforts to offer (directly or indirectly) one diagnostic Licensed Product
for commercial sale prior to [*]. STANFORD may terminate this Agreement if LICENSEE or a sublicensee(s) has not sold Licensed Product(s) for a period of [*] after first commercial sale of Licensed Product from a particular
Sub-Field.” 
  

	 	2.2	Article 15 of the Original Agreement shall be amended as follows: 

 “Except as otherwise expressly provided under this Agreement, neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred (whether voluntarily, by operation of law or otherwise), without the
prior express written consent of the other party; provided, however, that either party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of
its business, or in the event of its merger, consolidation, change in control or similar transaction, including for a transaction for a particular product, program, or technology. Any permitted assignee shall assume all obligations of its assignor
under this Agreement. Any purported assignment or transfer in violation of this Article 15 shall be void.” 
  

	 	3.	OTHER TERMS 

  

	 	3.1	All other terms of the Original Agreement remain in full force and effect. 

  

	 	3.2	The parties to this document agree that a copy of the original signature (including an electronic copy) may be used for any and all purposes for which the original signature may
have been used. The parties further waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an original signature. 

  

 [*] = Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions. 









 [*] et al. 
 December 13, 2007 
 Amendment 
  

 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 in duplicate originals
by their duly authorized officers or representatives. 
  

			
	THE BOARD OF TRUSTEES OF THE LELAND
STANFORD JUNIOR UNIVERSITY
		
	Signature	  	/s/ Katharine Ku
	Name	  	Katharine Ku
	Title	  	Director, Technology Licensing
	Date	  	Dec. 21, 2007
	
	BAYHILL
		
	Signature	  	/s/ Mark W. Schwartz
	Name	  	Mark W. Schwartz
	Title	  	CEO & President
	Date	  	12/21/07


  

 [*] = Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.