Confidential

              	
                Page
                  1

              	 


      

       

    

    Confidential
      Treatment Request

    [
      * ] indicates information that has 

    been
      omitted pursuant to a 

    confidential
      treatment request and 

    this
      information has been filed under 

    separate
      cover with the Commission

    


    


    DATED
      OCTOBER31, 2005

    


    


    


    


    

      
        
          (1)     COBRA
            BIO-MANUFACTURING PLC

        

      

      


      


      


      


      
        
          (2)     ADVAXIS
            INC

        

      

      




    
 

    


    ---------------------------------------------------------------------------

    STRATEGIC
      COLLABORATION AND LONG TERM VACCINE SUPPLY AGREEMENT

    --------------------------------------------------------------------------

    
 

    
      
        DRAFT
          for Discussion Only

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
          	
                  Confidential

                	
                  Page
                    2

                	 


        

         

      

    

    THIS
      AGREEMENT
      is made
      the  31 day
      of
 October
      2005

    


    BETWEEN

    


    
      
        	
                (1)

              	
                COBRA
                  BIOLOGICS Ltd (a
                  wholly owned subsidiary of Cobra Biomanufacturing Plc) whose principal
                  place of business is at Stephenson Building, The Science Park,
                  University
                  of Keele, Keele, Staffordshire, ST5 5SP (“Cobra”);
                  and

              


      

      
        	 	 


      

      
        	(2)	
                ADVAXIS
                  INC whose
                  principal place of business is 212 Carnegie Center Suite
                  206, Princeton, NJ 08540 USA
                  (“Advaxis”).

              


      

    

     

    Suite
      206, Princeton, NJ 08540 USA (“Advaxis”).

    


    BACKGROUND

    

      
        	       (A)	
                The
                  parties have agreed to enter an agreement for Cobra to manufacture
                  and
                  supply products in the field of live or dead wild type attenuated
                  or
                  recombinant Listeria based vaccines for use in cancer and other
                  indications to Advaxis and for Advaxis and/or its affiliates to
                  undertake
                  clinical trials and commercial sales in respect of such
                  vaccines.

              


      

      


      
        	(B)  	
                The
                  parties have agreed that Cobra will have the right of first refusal
                  to
                  manufacture and supply Clinical Product and Bulk Product (as defined
                  hereinafter) for use in the program of research and development,
                  clinical
                  trials and commercial exploitation. If Cobra is unwilling, or unable
                  to
                  supply and manufacture either Clinical Product or Bulk Product
                  under the
                  terms herein, Cobra will transfer the necessary Vaccine Process
                  (as
                  defined hereinafter) to enable a third party to manufacture and
                  supply any
                  part of the Clinical Product and/or Bulk Product to Advaxis. The
                  parties
                  have further agreed that Cobra shall not supply, provide or manufacture
                  the Bulk Product to or for any third party.


              


      

    

     

    
      	(C)  	
              In
                exchange for the rights granted in (B) above Cobra will provide Advaxis
                a
                discount on the cost of the manufacture and supply by Cobra of all
                Clinical Product required by Advaxis for clinical trial purposes.
                For the
                avoidance of doubt, this provision is not applicable to the supply
                of Bulk
                Product to Advaxis for commercial
                sale.

            


    

    


    
      	(D)  	
              The
                parties have agreed that Advaxis will have care and conduct of the
                exploitation of the Programme Deliverable (as defined
                below).

            


    

    


    IT
      IS AGREED as
      follows:

     

    
      	1  	
              Definitions

            


    

     

    
      	1.1  	
              In
                this Agreement the following words have the following
                meanings:

            


    

     

    
      	
              “Advaxis
                IP”

            	
              means
                any and all existing and/or future Intellectual Property Rights in
                the
                Programme Deliverable, Vaccine Process and the existing Intellectual
                Property Rights set out in Schedule 2 but excluding any Cobra Know
                How;

            


    

     

      
        
          DRAFT
            for Discussion Only

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
            	
                    Confidential

                  	
                    Page
                      3

                  	 


          

           

        

      

    

    
      	
              Drug
                Product

            	
              Programme
                Deliverable

            
	 	 
	
              “Bulk
                Drug Substance ”

            	
              means
                any bulk quantities of Drug Substance required by Advaxis for the
                commercial exploitation of the Programme Deliverable;

            
	 	 
	
              “Bulk
                Product”

            	
              means
                any and all Bulk Drug Substance, Drug Product and/or Programme Deliverable
                supplied by Cobra to Advaxis under this Agreement for commercial
                use;

            
	 	 
	
              “Clinical
                Product”

            	
              means
                the Programme Deliverable which is to be used in the development
                phase of
                the Programme and/or the Clinical Trials;

            
	 	 
	
              “Clinical
                Trials”

            	
              means
                FDA Phase I, II and III clinical trials, or corresponding regulatory
                trials in another jurisdiction to be undertaken by Advaxis (if
                commercially viable) to test the safety and/or efficacy of the Programme
                Deliverable; 

            
	 	 
	
              “Cobra
                Know How”

            	
              means
                any of the Know How of Cobra and Intellectual Property Rights of
                Cobra in
                the same which can be demonstrated to have been in existence before
                this
                agreement and any preceeding agreements with Advaxis came into
                force.

            
	 	 
	
              “Cobra
                Terms and Conditions”

            	
              means
                the standard terms and conditions of Cobra from time to time, the
                current
                version of which is set out in Schedule 3;

            
	 	 
	
              “Confidential
                Information”

            	
              means
                in relation to each party, any information about the other party’s
                business and/or given by one party to the other party and/or generated
                by
                one party from the other party’s Confidential Information, including but
                not limited to any information relating to the other party’s Intellectual
                Property Rights and/or Know How;

            
	 	 
	
              “Cost”

            	
              means
                the actual and direct aggregate costs and/or expenses (with no non-program
                related overhead) associated with the production of Bulk Product
                based on
                the cost of raw materials plus the cost of project specific equipment
                plus
                direct costs of labour plus the Facility Occupancy Charge, or in
                the
                absence of agreement, as determined in accordance with section
                21;

            


    

     

    
      
        
          DRAFT
            for Discussion Only

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
            	
                    Confidential

                  	
                    Page
                      4

                  	 


          

           

        

      

    

    
      	
              “Discount”

            	
              means
                the discount granted by Cobra to Advaxis based on total sales by
                Cobra of
                the Clinical Product to Advaxis for [ * ] as detailed in Schedule
                1. Any
                Discount will be applied to orders placed by Advaxis for the Clinical
                Product in the following [ * ];

            
	 	 
	
              “Drug
                Substance”

            	
              means
                the active component of the Drug Product as defined in the
                “Field”.

            
	 	 
	
              “Drug
                Product”

            	
              means
                any quantities of the formulated dosage form incorporating a defined
                quanitity of the “Drug Substance”required by Advaxis for the commercial
                exploitation of the vaccine;

            
	 	 
	
              “Exploit”

            	
              means
                any use, research, development, manufacture, production, distribution,
                sale, marketing, licensing, assignment and/or import and the term
                “exploitation” and “exploited” shall be interpreted
                accordingly;

            
	 	 
	
              “Facility
                Occupancy Charge”

            	
              means
                the cost of running that part of the production line used to produce
                the
                Bulk Product to be supplied by Cobra under this Agreement as calculated
                in
                accordance with Schedule 4;

            
	 	 
	
              “Field”

            	
              means
                in the field of live or dead cell based wild type or attenuated or
                recombinant Listeria vaccine(s) with a therapeutic and/or preventative
                effect;

            
	 	 
	
              “First
                Commercial Sale” 

            	
              shall
                mean, in respect of any Resale Products, the first sale by Advaxis
                on a
                commercial basis in an arm's length transaction of any Resale Products
                for
                use in a country where the governing health regulatory authority
                of such
                country has granted regulatory approval of such Resale Products (to
                the
                extent such regulatory approval is required in such country). Any
                Drug
                Product, Drug Substance and/or Programme Deliverable distributed
                or used
                for clinical trial purposes shall not be considered sold, marketed
                or made
                publicly available for sale and shall not constitute first commercial
                sale; 

            


    

     

    
      
        
          DRAFT
            for Discussion Only

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
            	
                    Confidential

                  	
                    Page
                      5

                  	 


          

           

        

      

    

    
      	
              “Force
                Majeure”

            	
              means
                any event outside the reasonable control of either party affecting
                its
                ability to perform any of its obligations (other than payment) under
                this
                Agreement including act of God, fire, flood, lightning, war, revolution,
                act of terrorism, riot or civil commotion, strikes, lock-outs or
                other
                industrial action, whether of the affected party’s own employees or
                others, failure of supplies of power, fuel, transport, equipment,
                raw
                materials or other goods or services;

            
	 	 
	
              “Increased
                Order Level”

            	
              means
                any material increase required in the output levels of Bulk Product
                for
                commercial exploitation of the Programme Deliverable;

            
	 	 
	
              “Initial
                Order Level”

            	
              means
                the initial output levels required of Bulk Product for commercial
                exploitation ;

            
	 	 
	
              “Intellectual
                Property Rights”

               

            	
              means
                all know how, inventions, conceptions, patents, methods, materials,
                compositions, formulations, isomers, metabolites, processes, any
                copyright, trade marks, design rights and any other intellectual
                property
                rights and/or industrial property rights (whether registered or
                unregistered) anywhere in the world and (a) any applications for the
                protection of any intellectual property rights; (b) any and all
                corresponding foreign intellectual property rights and applications;
                (c) provisionals, substitutions, divisionals, reexaminations,
                reissues, renewals, extensions, term restorations, continuations,
                continuations-in-part, substitute applications and inventors’
                certificates, arising from, or based upon, any of such intellectual
                property rights, and (d) intellectual property rights issuing from
                any such patent applications; 

            
	 	 
	
              “Know-How”

               

            	
              means
                any and all data, know-how, methods, process, or experience (whether
                patentable or not) including but not limited to manufacturing and/or
                production techniques, operating instructions, raw material, intermediate
                material, specifications, formulations, and any other technical and
                commercial information relating to the research, development, testing,
                manufacture and/or production of the Clinical Product, Bulk Product
                and/or
                the Programme Deliverable; ; 

            


    

     

    
      
        
          DRAFT
            for Discussion Only

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
            	
                    Confidential

                  	
                    Page
                      6

                  	 


          

           

        

      

    

    
      	 	 
	
              “Manufacture
                Specifications”

            	
              means
                the agreed specification for the manufacture of the Clinical Product
                and/or the Bulk Product as set forth in the Programme;

            
	 	 
	
              “Mark
                Up”

            	
              means
                the mark up to be applied to the Cost in relation to production of
                Bulk
                Product being the greater of [
                *
                ] or [ * ]; 

            
	 	 
	
              “Net
                Sales”

            	
              means
                in relation to any Resale Products :

              (a) where
                the Resale Products are sold on arm’s length terms, the amount received by
                Advaxis less:

              (i) taxes,
                any value added tax or other sales tax duties or other governmental
                tariffs (other than income taxes) and,

              (ii)
                any packing, freight, warehousing, carriage and insurance
                charges,

              (iii)
                trade discounts, credits or allowances, 

              (iv)
                credits or allowances additionally granted upon returns, rejections
                or
                recalls, and

               (v)
                government mandated rebates.

              (b) where
                the Resale Products are not sold on arm’s length terms, but are
                subsequently sold on arm’s length terms, the price charged under the first
                such arm’s length sale, calculated in accordance with paragraph (a) above;
                and

              (c) where
                the Resale Products are
                not sold on arm’s length terms but are used or otherwise disposed of on a
                commercial basis, the price that would have been charged on the first
                arm’s length sale, calculated in accordance with paragraph (a)
                above;

            


    

     

    
      
        
          
            DRAFT
              for Discussion Only

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            
              	
                      Confidential

                    	
                      Page
                        7

                    	 


            

             

          

        

      

    

    
      	
              “Programme”

               

            	
              means
                the interactions between Cobra and Advaxis in the planning and
                implementation of the research and development work, toxicology study
                and/or the manufacture, production and exploitation relating to any
                Clinical Product, Drug Product, Bulk Drug Substance, Programme
                Deliverable, Vaccine Process or any amendment of such collaboration
                as may
                be agreed in writing between the parties but excluding the conduct
                of the
                Clinical Trials;

            
	 	 
	
              “Programme
                Data”

               

            	
              means
                all data, records, analysis, assays, notes regulatory applications,
                approvals, certificates, authorizations, letters and documents,
                inventions, practices, methods, knowledge, know-how, skill, experience,
                test data including pharmacological, manufacture, stability, safety,
                toxicological, pre-clinical studies and clinical test data, analytical
                and
                quality control data, marketing, manufacturing, and compounds,
                compositions of matter, assays and biological materials related thereto,
                and any other information stored and/or kept in whatever media produced
                during the Programme other than Cobra Know How;

            
	 	 
	
              “Programme
                IP”

            	
              means
                any and all Intellectual Property Rights arising under, developed
                or
                resulting from the Programme other than the Cobra Know How;

               

            
	 	 
	
              “Resale
                Products”

            	
              means
                any and all Drug Product, Bulk Drug Substance and/or Programme Deliverable
                commercially exploited by Advaxis which is produced by any Third
                Party
                Product Manufacturer;

            
	 	 
	
              “Technology
                Transfer”

            	
              means
                the transfer by Cobra of the Cobra Know-How to a Third Party Product
                Manufacturer solely as necessary to enable the Third Party Product
                Manufacturer to manufacture the Bulk Product for
                Advaxis;

            


    

    
       

      
        
          
            DRAFT
              for Discussion Only

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            
              	
                      Confidential

                    	
                      Page
                        8

                    	 


            

             

          

        

      

    

    
      	
              “Third
                Party Product Manufacturer”

            	
              means
                any third party drug product manufacturer approved in writing by
                Cobra
                (such approval not to be unreasonably withheld or delayed) and Advaxis
                which is to supply Bulk Product to Advaxis instead of or in addition
                to
                Cobra;

            
	 	 
	
              “Programme
                Deliverable”

               

            	
              means
                i) the end form vaccine made from the Drug Substance and/or the Drug
                Product ; ii) the Master Cell Bank, Working Cell Bank, and Cell Bank
                Characterization, any biological material made or developed under
                the
                Programme; and iii) Vaccine Process.

            
	 	 
	
              “Vaccine
                Process”

            	
              means
                the process, methods, synthesis for making, using or exploiting the
                Drug
                Substance to produce the Drug Product for inclusion within the Programme
                Deliverable; .

            


    

     

    
      	1.2  	
              The
                headings to clauses are inserted for convenience only and shall not
                affect
                the interpretation or construction of this
                Agreement.

            


    

     

    
      	1.3  	
              Words
                imparting the singular shall include the plural and vice versa. Words
                imparting a gender include every gender and references to persons
                include
                an individual, company, corporation, firm or
                partnership.

            


    

     

    
      	1.4  	
              The
                words and phrases “other”, “including” and “in particular” shall not limit
                the generality of any preceding words or be construed as being limited
                to
                the same class as any preceding words where a wider construction
                is
                possible.

            


    

     

    
      	1.5  	
              References
                to any statute or statutory provision shall include: any subordinate
                legislation made under it; any provision which it has superseded
                or
                re-enacted (whether with or without modification); and any provision
                which
                subsequently supersedes it or re-enacts it (whether with or without
                modification).

            


    

     

    
      	2  	
              Conduct
                of the
                Programme and Clinical
                Trials

            


    

     

    
      	2.1  	
              Cobra
                and Advaxis agree that they shall conduct and undertake the Programme
                on
                the terms and conditions of this
                Agreement.

            


    

     

    
      	2.2  	
              Each
                of Cobra and Advaxis shall perform the obligations for which they
                are
                responsible under this Agreement and the Programme.
                

            


    

     

    
      	2.3  	
              Cobra
                shall manufacture and supply Clinical Product to Advaxis in accordance
                with the Manufacture Specifications. Cobra may not change the Manufacture
                Specifications without the prior written approval of Advaxis unless
                such
                change is required in order to comply with any legislative and/or
                regulatory requirements. Any such approval is not to be unreasonably
                withheld and/or delayed by Advaxis.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          9

                      	 


              

               

            

          

        

      

    

    
      	2.4  	
              For
                the avoidance of doubt Advaxis shall be solely responsible for the
                planning and conduct of any Clinical Trials and for determining whether
                to
                proceed with and/or terminate any Clinical
                Trials.

            


    

     

    
      	2.5  	
              For
                the duration of this Agreement Advaxis grants to Cobra, solely for
                use in
                the manufacture of Clinical Product and/or Bulk Product, a non-exclusive
                royalty free licence in the UK (with the right to sub-licence to
                any of
                Cobra’s affiliates and/or sub-contractors whether inside or outside the
                UK) of any Advaxis IP used in the production of the Clinical Product
                and/or Bulk Product to the extent required by Cobra in order to perform
                its obligations under this Agreement. Where all Bulk Product is to
                be
                produced by a third party under section 10, the licence to Cobra
                under
                this clause shall no longer be required.


            


    

     

    
      	2.6  	
              Cobra
                agrees to provide Advaxis within twenty (20) days of a written request
                from Advaxis with a cross-reference letter to any Cobra regulatory
                applications and approvals relating to the Clinical Product, Bulk
                Product
                or Vaccine Process. The cross-reference letter shall be without limitation
                to clinical phase of the ongoing study. Any such cross-reference
                letter
                shall remain in effect and may not be revoked by Cobra unless this
                Agreement is terminated. 

            


    

     

    
      	3  	
              Programme
                Data

            


    

     

    
      	3.1  	
              Cobra
                shall ensure that all Programme Data created by Cobra:
                

            


    

     

    
      	3.1.1  	
              is
                accurate and complete; and

            


    

     

    
      	3.1.2  	
              complies
                with all legal and regulatory
                requirements

            


    

     

    
      	3.2  	
              At
                the request of Advaxis from time to time, Cobra shall within twenty
                days
                (20) of Advaxis’ request provide to Advaxis a copy of all Programme Data
                and/or Programme Data as may be requested by Advaxis . Any and all
                Programme Data shall belong to Advaxis and form part of Advaxis’
                Confidential Information.

            


    

     

    
      	4  	
              Supply
                of Clinical Product 

            


    

     

    
      	4.1  	
              Advaxis
                will only use Clinical Product supplied by Cobra for the research
                and
                development stage of the Programme and any Clinical Trials. Advaxis
                shall
                place orders for all its requirements for the Clinical Product with
                Cobra.

            


    

     

    
      	4.2  	
              The
                parties acknowledge that Advaxis has already placed orders for the
                Clinical Product with Cobra as at the date of this Agreement. Repeat
                orders for any further batches of Clinical Product required for the
                Clinical Trials shall be placed by Advaxis with Cobra as soon as
                reasonably practicable. 

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          10

                      	 


              

               

            

          

        

      

    

    
      	4.3  	
              Advaxis
                will place further orders for the Clinical Product with Cobra at
                least 3
                months in advance of the date of commencement of the production slot
                of
                the relevant Clinical Product.

            


    

     

    
      	4.4  	
              Advaxis
                will pay a deposit [ * ] of the gross order value with each order
                for
                Clinical Product. 

            


    

     

    
      	4.5  	
              Cobra
                shall, on accepting any further order placed by Advaxis for Clinical
                Product, allocate a production slot for the production of such Clinical
                Product included within the order and notify Advaxis of the allocated
                production slot and anticipated delivery date. Cobra shall use all
                reasonable endeavours to obtain for Advaxis the earliest production
                slot
                for such order of Clinical Product.

            


    

     

    
      	4.6  	
              Cobra
                will use its reasonable endeavours to deliver the Clinical Product
                within
                3 months of the commencement of the allocated production slot(s)
                for the
                Clinical Product.

            


    

     

    
      	4.7  	
              All
                Clinical Product shall be supplied to Advaxis on Cobra’s Terms and
                Conditions. If there is any conflict between such terms and the terms
                in
                the main body of this Agreement then the terms in the main body of
                this
                Agreement shall prevail.

            


    

     

    
      	4.8  	
              Cobra
                warrants and represents that the Clinical Product manufactured by
                Cobra,
                its affiliates and/or its sub-contractors and delivered to Advaxis
                or its
                affiliates hereunder for clinical use shall (i) from the date of
                shipment
                until the end of the specified shelf-life conform to the Manufacturing
                Specifications and shall also be manufactured in accordance with
                U.S. FDA
                Good Manufacturing Practices and Good Laboratory Practices; and (ii)
                be
                transferred free and clear of any security interests, liens and
                encumbrances. 

            


    

     

    
      	4.9  	
              Cobra
                shall furnish Advaxis with a certificate of analysis, in the form
                required
                by law for each batch of Clinical Product supplied hereunder with
                shipment
                of each such batch.

            


    

     

    
      	4.10  	
              Advaxis
                shall inspect and analyze a representative sample of the Clinical
                Product
                from batches supplied by Cobra within thirty days (30) after receipt.
                If,
                after inspection, Advaxis reasonably believes the shipment does not
                meet
                the Manufacturing Specifications, Advaxis shall notify Cobra in writing
                within forty five (45) days after Advaxis’ receipt of any such Clinical
                Product. If Advaxis does not so notify Cobra within the specified
                timescales, Advaxis shall be deemed to have accepted the Clinical
                Product
                and waived all claims against Cobra for said Clinical Product delivered,
                except for any latent defects that could not have been reasonably
                discovered upon such inspection, which defects must be notified by
                Advaxis
                to Cobra within fourteen (14) days from discovery of same. Any claims
                by
                Advaxis regarding any Clinical Product delivered shall specify in
                reasonable detail the nature and basis for the claim and cite relevant
                Cobra lot numbers or other information to enable specific identification
                of the goods involved. Advaxis shall not be required to accept Clinical
                Product having a shelf-life of less than ninety percent (90%) of
                the
                stated expiration dating on the date of shipment by
                Cobra.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          11

                      	 


              

               

            

          

        

      

    

    
      	4.11  	
              So
                long as Advaxis provides Cobra with its forecast for short term and
                long
                term requirements for the Clinical Product in a regular and timely
                fashion
                (and in any event at least [once] a month), Cobra shall cooperate
                to
                anticipate Advaxis’ short term and long-term requirements for Clinical
                Product supply and will take reasonable measures to ensure that Advaxis’
                and its sublicensees requirements as set forth in Advaxis’ forecast can be
                met. Cobra shall make best efforts to ensure Advaxis is given the
                highest
                priority for supply of the Clinical Product by Cobra or Cobra’s sub
                contractor (as appropriate). 

            


    

     

    
      	4.12  	
              Cobra
                shall allow Advaxis and/or representatives of the U.S. FDA and any
                other
                regulatory agency or authority with jurisdiction over the manufacture,
                marketing and distribution of the Clinical Product, at a mutually
                agreed
                time and date, to tour and inspect all facilities utilized by such
                party
                in the manufacture, testing, packaging, storage, and shipment of
                Clinical
                Product sold under this Agreement, and shall co-operate with such
                representatives in every reasonable manner. Each party shall also
                provide
                the other party with a copy of any U.S. FDA Form 483 notices of adverse
                findings, regulatory letters or similar notifications it receives
                from any
                other governmental authority setting forth adverse findings or non
                -compliance with any applicable laws, regulations or standards relating
                to
                the items supplied by it hereunder within five (5) days of its own
                receipt
                thereof. Each party shall also provide the other party with a copy
                of its
                proposed written response to such governmental authority before submission
                and shall incorporate any changes thereto which the other party may
                reasonably request.

            


    

     

    
      	4.13  	
              Clinical
                Product sales will be subject to the Discount dependent on the volume
                of
                orders placed by Advaxis. The level of Discount shall be determined
                as set
                out in Schedule
                1.
                Any Discount shall apply to all sales of the Clinical Product to
                Advaxis
                in the next 12 months.

            


    

     

    
      	4.14  	
              The
                prices for the services connected with the manufacture of Clinical
                Product
                are set out in Schedule 1. These prices will be subject to review
                and
                Cobra reserves the right to increase these price by up to 2% above
                the
                rate of inflation current at the time of the price review. The current
                rate of inflation is defines as the UK retail price index (RPI) as
                published by the UK Office of National
                Statistics.

            


    

     

    
      	4.15  	
              The
                price review will take place [ * ] providing the RPI [ * ]. Under
                those
                circumstances where the RPI is greater than [ *
                ].

            


    

    
      
         

        
          
            
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                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
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      	4.16  	
              Advaxis
                is allowed to establish or contract with a third party back up
                manufacturing source for any Program Deliverable provided that Advaxis
                shall not manufacture more than [ * ] Program Deliverable with such
                third
                party in the absence of a Non Performance Event by
                Cobra.

            


    

     

    
      	5  	
              Change
                in Production
                Dates for Clinical Product

            


    

     

    
      	5.1  	
              Cobra
                has already allocated a production slot for the manufacture of the
                first
                batch of Clinical Product. Advaxis may request in writing a change
                of
                production slot for the Clinical Product already ordered at the date
                of
                this Agreement by giving written notice to Cobra not less than 2
                calendar
                months before the date of commencement of production under the existing
                production slot allocated to the Clinical Product. Cobra will use
                its
                reasonable endeavours to accept any such request provided that the
                requested new production slot is
                available.

            


    

     

    
      	5.2  	
              If
                Advaxis requests a change or cancellation of a production slot for
                Clinical Product already ordered at the date of this Agreement which
                is
                less than 2 calendar months’ prior to the planned date of commencement of
                production under the existing production slot
                then:

            


    

     

    
      	5.2.1  	
              Cobra
                shall use its reasonable endeavours to accept any such request provided
                that the requested new production slot is available;
                

            


    

     

    
      	5.2.2  	
              Advaxis
                shall forfeit the amount of the deposit paid to Cobra and such deposit
                shall be unconditionally released to Cobra and not be creditable
                against
                the price of that Clinical Product;
                and

            


    

     

    
      	5.2.3  	
              Advaxis
                shall be obliged to pay a further deposit in relation to the rescheduled
                production slot for that Clinical Product to which the provisions
                of
                clauses 5.1 and 5.2 shall again
                apply.

            


    

     

    
      	5.3  	
              Advaxis
                may request in writing a change of production slot for any further
                future
                orders of Clinical Product not less than 6 calendar months before
                the date
                of commencement of production under the production slot allocated
                to the
                Clinical Product. Cobra will use its reasonable endeavours to accept
                any
                such request provided that the requested new production slot is
                available.

            


    

     

    
      	5.4  	
              If
                Advaxis requests a change or cancellation of a production slot for
                any
                further future orders of Clinical Product and such request is made
                fewer
                than 6 calendar months’ prior to the planned date of commencement of
                production under the production slot allocated to that Clinical Product
                then:

            


    

     

    
      	5.4.1  	
              Cobra
                shall use its reasonable endeavours to accept any such request provided
                that the requested new production slot is available;
                

            


    

    
      
         

        
          
            
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                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
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      	5.4.2  	
              Advaxis
                shall forfeit 

            


    

     

    
      	5.4.2.1  	
              20%
                of the deposit where the request is made fewer than 6 months but
                more than
                5 months before the date of commencement of production under the
                existing
                production slot allocated to that Clinical Product;
                

            


    

     

    
      	5.4.2.2  	
              40%
                of the deposit where the request is made fewer than 5 months but
                more than
                4 months before the date of commencement of production under the
                existing
                production slot allocated to that Clinical Product;
                

            


    

     

    
      	5.4.2.3  	
              60%
                of the deposit where the request is made fewer than 4 months but
                more than
                3 months before the date of commencement of production under the
                existing
                production slot allocated to that Clinical Product;
                

            


    

     

    
      	5.4.2.4  	
              80%
                of the deposit where the request is made fewer than 3 months but
                more than
                2 months before the date of commencement of production under the
                existing
                production slot allocated to that Clinical Product; or
                

            


    

     

    
      	5.4.2.5  	
              100%
                of the deposit where the request is made fewer than 2 months before
                the
                date of commencement of production under the existing production
                slot
                allocated to that Clinical Product;


            


    

     

    and
      the
      amount of the deposit paid to Cobra which is forfeited shall be unconditionally
      released to Cobra and not be creditable against the price of that Clinical
      Product; and

     

    
      	5.4.3  	
              Advaxis
                shall be obliged to pay a further deposit in relation to the rescheduled
                production slot for that Clinical Product to which the provisions
                of
                clauses 5.3 and 5.4 shall again
                apply.

            


    

     

    
      	6  	
              Reporting

            


    

     

    
      	6.1  	
              Cobra
                shall ensure that regular written reports on the manufacture of the
                Clinical Product are provided to
                Advaxis.

            


    

     

    
      	6.2  	
              Each
                party will promptly notify the other party of any material developments,
                progress and/or adverse events which arise in the performance of
                its
                aspects of the Clinical Trials and/or the
                Programme.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
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      	6.3  	
              Each
                party will promptly respond with a full and proper response to any
                queries
                raised by the other party from time to time in relation to the current
                status of the Programme.

            


    

     

    
      	7  	
              Cobra’s
                Right of First Refusal for Bulk Drug Substance and Drug
                Product

            


    

     

    
      	7.1  	
              Advaxis
                will notify Cobra in advance of the anticipated order level for Bulk
                Product for each 12 calendar months (commencing each October) by
                the end
                of the March preceding that period.


            


    

     

    
      	7.2  	
              Cobra
                will advise Advaxis in writing within 3 calendar months following
                the
                determination of the anticipated order level for Bulk Product whether
                Cobra will supply:

            


    

     

    
      	7.2.1  	
              all
                the Initial Order Level from Cobra’s own production
                facilities;

            


    

     

    
      	7.2.2  	
              all
                the Initial Order Level from sub-contractors of
                Cobra;

            


    

     

    
      	7.2.3  	
              all
                the Initial Order Level partly from Cobra’s own production facilities and
                partly by sub-contractors of Cobra;

            


    

     

    
      	7.2.4  	
              part
                only of the Initial Order Level; or

            


    

     

    
      	7.2.5  	
              none
                of the Initial Order Level.

            


    

     

    
      	7.3  	
              Advaxis
                will notify Cobra as soon as reasonably practicable of any Increased
                Order
                Level.

            


    

     

    
      	7.4  	
              Cobra
                will confirm in writing within 3 calendar months following notification
                of
                the anticipated Increased Order Level whether Cobra will
                supply:

            


    

     

    
      	7.4.1  	
              all
                of the Increased Order Level from Cobra’s own production
                facilities;

            


    

     

    
      	7.4.2  	
              all
                of the Increased Order Level from sub-contractors of
                Cobra;

            


    

     

    
      	7.4.3  	
              all
                of the Increased Order Level partly from Cobra’s own production facilities
                and partly by sub-contractors of Cobra;


            


    

     

    
      	7.4.4  	
              part
                only of the Increased Order Level;
                or

            


    

     

    
      	7.4.5  	
              none
                of the Increased Order Level.

            


    

     

    
      	7.5  	
              Advaxis
                shall ensure that all orders for requirements for Bulk Product are
                placed
                with Cobra to the extent that Cobra has indicated under clauses 7.2
                and
                7.4 above that it wishes to supply any Initial Order Level and/or
                Increased Order Level by itself and/or in conjunction with its
                subcontractors. 

            


    

     

    
      	7.6  	
              Advaxis
                shall ensure that only its orders for requirements for Bulk Product
                which
                Cobra has indicated under clauses 7.2 and 7.4 that it does not wish
                to
                accept will be placed with a Third Party Product
                Manufacturer.

            


    

    
      
         

        
          
            
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                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
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      	7.7  	
              All
                Bulk Product supplied by Cobra to Advaxis (or Advaxis’ nominee) shall be
                supplied on Cobra’s Terms and Conditions. If there is any conflict between
                such terms and the terms in the main body of this Agreement then
                the terms
                in the main body of this Agreement shall
                prevail.

            


    

     

    
      	7.8  	
              Cobra
                shall use its reasonable endeavours to deliver any Bulk Product as
                soon as
                reasonably possible after firm orders have been placed with
                Cobra.

            


    

     

    
      	8  	
              Requirements
                for Cobra’s Product
                Subcontractors

            


    

     

    
      	8.1  	
              If
                Cobra wishes to sub-contract all or any part of the production of
                the
                Clinical Product and/or the Bulk Product for the Programme, it will
                consult with Advaxis and obtain the prior written approval of Advaxis
                in
                respect of the identity of each sub-contractor. Advaxis shall not
                unreasonably refuse and/or delay such approval. Advaxis may also
                nominate
                a sub-contractor but such sub-contractor shall not be appointed without
                the prior written approval of Cobra, which it shall not unreasonable
                refuse.

            


    

     

    
      	8.2  	
              Cobra
                will use its reasonable endeavours to conclude any sub-contracting
                agreements within 9 months of receiving Advaxis’ notification of the
                Initial Order Level and/or Increased Order
                Level.

            


    

     

    
      	8.3  	
              Any
                sub-contract shall conform to the same terms and conditions of this
                Agreement. Cobra shall forward to Advaxis any sub-contract for review
                by
                Advaxis that the terms and conditions of the sub-contract are compatible
                with the terms of this Agreement. If material terms are not compatible
                or
                for other reasonable commercial reasons Advaxis objects to the
                sub-contract, Advaxis may refuse approval to Cobra entering into
                the
                sub-contract. Cobra will ensure that adequate quality control provisions
                are included within any of its contracts with sub-contractors, including
                a
                specification for the production of the Clinical Product and/or the
                Bulk
                Product (as relevant).

            


    

     

    
      	8.4  	
              The
                parties agree that, where Cobra elects to sub-contract all or part
                of the
                production of Bulk Product and/or Clinical Product, it is Cobra’s
                intention to give preference to any eligible sub-contractor on condition
                that:

            


    

     

    
      	8.4.1  	
              such
                sub-contractor has sufficient capacity, facilities and experience
                to
                produce the Bulk Product and can demonstrate accreditation for the
                manufacture of biological licensed materials;
                and

            


    

     

    
      	8.4.2  	
              such
                sub-contractor is, as far as Cobra is aware, sufficiently financially
                stable, trustworthy and reputable.

            


    

    
      
         

        
          
            
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                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
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      	8.5  	
              Cobra
                shall be liable for the acts and/or omissions of its sub-contractors
                as if
                they were its own acts and/or omissions under this Agreement except
                where
                any such sub-contractor has been nominated by Advaxis as being a
                suitable
                sub-contractor in which case, as a condition of Cobra’s consent to the
                appointment of such sub-contractor, the parties shall agree the
                appropriate sharing of risk in relation to the activities of such
                sub-contractor.

            


    

     

    
      	9  	
              Price
                for Bulk
                Product

            


    

     

    
      	9.1  	
              The
                price Advaxis will pay Cobra for the supply of Bulk Product is an
                amount
                equal to the Cost for the Bulk Product plus the Mark Up plus any
                freight,
                shipping, insurance, packaging and other similar
                costs.

            


    

     

    
      	9.2  	
              Cobra
                shall use its reasonable endeavours to minimise the Cost of any Bulk
                Product which is produced by Cobra’s sub-contractors. Such Cost detailed
                and itemized shall be presented to
                Advaxis.

            


    

     

    
      	9.3  	
              Sections
                4.8- 4.12 above shall also apply to supply of Bulk Product as if
                all
                references to “Clinical Product” were references to “Bulk
                Product”.

            


    

     

    
      	9.4  	
              Recall
                Notification: Each Party shall promptly notify the other Party in
                writing
                of any facts relating to the advisability of the recall, destruction
                or
                withholding from the market of the Bulk Product anywhere in the world
                (collectively, "Recall").

            


    

     

    
      	9.5  	
              Recall
                Implementation: If at any time (a) any governmental or regulatory
                authority issues a request, directive or order for a Recall; (b)
                a court
                of competent jurisdiction orders a Recall; or (c) Advaxis reasonably
                determines that a Recall is necessary or advisable, Advaxis shall
                take all
                appropriate corrective actions to effect the Recall and Cobra shall
                provide Advaxis with such cooperation in connection with the Recall
                as
                Advaxis may reasonably request

            


    

     

    
      	9.6  	
              Recall
                Costs and Expenses: Advaxis shall bear the costs and expenses of
                any
                Recall (including any costs and expenses incurred by Cobra in assisting
                Advaxis under clause 9.5 above) to the extent such Recall is the
                result of
                any fault or omission attributable to Advaxis or its affiliates;
                and Cobra
                shall bear all reasonable costs and expenses of any Recall to the
                extent
                such Recall is the result of any fault or omission attributable to
                Cobra
                or its affiliates.

            


    

     

    
      	10  	
              Technology
                Transfer

            


    

     

    
      	10.1  	
              If
                Cobra:

            


    

     

    
      	10.1.1  	
              confirms
                that it will not, either itself or by using sub-contractors, supply
                all of
                Advaxis’s requirements for Bulk Product;
                and/or

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
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      	10.1.2  	
              confirms
                that it will supply any and/or all of Advaxis’ requirements for Bulk
                Product using sub-contractors and Cobra then fails to conclude any
                sub-contracting agreement in relation to such supply of such Bulk
                Product
                within 9 months of the date of Advaxis’s notification in respect of the
                Initial Order Requirements and/or Increased Order Requirements (as
                the
                case may be); and/or

            


    

     

    
      	10.1.3  	
              has
                not scaled up for commercial volume production of Bulk Product in
                respect
                of Advaxis ’s Initial Order Requirements and/or Increased Order
                Requirements within 9 months of Advaxis notifying Cobra of Advaxis’
                Initial Order Requirements and/or Increased Order Requirements (as
                the
                case may be);

            


    

     

    then
      Advaxis at its sole option may require Cobra to enter into a Technology Transfer
      to a Third Party Product Manufacturer so that the Third Party Product
      Manufacturer can produce the Bulk Product solely for supply to Advaxis or its
      nominee for use in the Programme and/or solely in the commercial exploitation
      of
      the Programme Deliverable.

     

    
      	10.2  	
              Cobra
                and ADVAXIS shall consult in respect of the identity of any Third
                Party
                Product Manufacturer to which a Technology Transfer is to occur.
                

            


    

     

    
      	10.3  	
              The
                identity of any Third Party Product Manufacturer shall be subject
                to
                Cobra’s prior written consent (such consent not to be unreasonably
                withheld or delayed).

            


    

     

    
      	10.4  	
              The
                Technology Transfer will:

            


    

     

    
      	10.4.1  	
              be
                negotiated by Cobra in good faith;

            


    

     

    
      	10.4.2  	
              incorporate
                such commercial terms as Cobra reasonably requires in order to protect
                its
                Intellectual Property Rights and/or materials in relation to Cobra
                Know
                How; 

            


    

     

    
      	10.4.3  	
              provide
                for Cobra to train the Third Party Product Manufacturer at the then
                current market rates for such training to produce Bulk Product.
                

            


    

     

    
      	10.5  	
              Any
                costs and expenses to Cobra associated with the Technology Transfer
                shall
                be borne and paid for by Advaxis except to the extent that they are
                borne
                and paid for by the Third Party Product
                Manufacturer.

            


    

     

    
      	10.6  	
              Advaxis
                at its sole discretion may instruct Cobra to enter into a Technology
                Transfer in accordance with this Section 10 as it relates to one
                or
                several Programme Deliverables, in one or several disease indications,
                and
                with one or several Third Party Product
                Manufacturers.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
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      	11  	
              Royalty
                on Technology Transfer
                

            


    

     

    
      	11.1  	
              Where
                a Technology Transfer to cover production of Bulk Product takes place
                (except for in a Non Performance Event as defined below), Advaxis
                shall
                pay to Cobra a [ * ] (three quarters of one percent) of the Net Sales.
                Such Royalty shall be capped at a maximum aggregate royalty [ *
                ].

            


    

     

    
      	11.2  	
              A
                “Non
                Performance Event”
                shall be defined as any of the following: (a) Cobra is unable to
                initiate
                manufacture of any material required by Advaxis within 90 days due
                to
                scheduling issues, (b) Cobra is unable or causes unreasonable delays
                in
                manufacture or development of any product required by Advaxis; and/or
                (c)
                due to regulatory reasons Cobra cannot manufacture/supply material;
                (d)
                Cobra is unable to meet the quantities required by Advaxis in relation
                to
                orders accepted by Cobra.

            


    

     

    
      	12  	
              General
                Financial

            


    

     

    
      	12.1  	
              The
                payment of all sums payable under this Agreement shall be made in
                US
                Dollars based on the applicable exchange rate as published from time
                to
                time by the Wall Street Journal at the day of transfer, by telegraphic
                transfer to a bank account nominated from time to time by Cobra.
                Any
                applicable banking charges on such payments shall be borne by
                Advaxis.

            


    

     

    
      	12.2  	
              Where
                it is necessary to calculate the exchange rate for the purposes of
                payment
                of any sums due under this Agreement, the exchange rate used shall
                be the
                exchange rate at which any monies received by Advaxis are actually
                converted to pounds sterling or if they are not so converted during
                the
                relevant period the exchange rate shall be the spot exchange rate
                for
                pounds sterling quoted by Advaxis’s bankers at close of business on the
                business day preceding the due date for payment of each such
                sum.

            


    

     

    
      	12.3  	
              All
                sums payable under this Agreement are exclusive of any value added
                tax or
                other applicable taxes or duties which shall be payable in
                addition.

            


    

     

    
      	12.4  	
              All
                monies payable under this Agreement shall be paid in cleared funds
                without
                any set-off, deduction or withholding except any tax which Advaxis
                is
                required by law to deduct or withhold.


            


    

     

    
      	12.5  	
              If
                Advaxis is required by law to make any tax deduction or withholding,
                Advaxis shall do all things in its power which may be necessary to
                enable
                or assist Cobra to claim exemption from or (if that is not possible)
                a
                credit for the deduction or withholding under any applicable double
                taxation or similar agreement from time to time in force, and shall
                from
                time to time give Cobra proper evidence of the deduction or withholding
                and payment over of the tax deducted or withheld.
                

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
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      	12.6  	
              If
                Cobra is not able to obtain a full credit under any applicable double
                taxation or similar agreement for any tax deduction or withholding
                made
                from monies payable to Cobra by Advaxis under this Agreement then
                the
                amount of monies payable to Cobra shall be grossed up and increased
                so
                that, after the tax deduction or withholding, Cobra actually receives
                the
                net amount that would have been due if no tax deduction or withholding
                was
                being made.

            


    

     

    
      	12.7  	
              If
                any party fails to pay in full any monies payable under this Agreement
                on
                the date specified for payment, the amount outstanding shall bear
                interest, both before and after any judgement, from that date until
                that
                amount is paid in full to Cobra at the rate of 2% above the 6 month
                Libor
                rate as published in the Wall Street
                Journal.

            


    

     

    
      	12.8  	
              Each
                party shall:

            


    

     

    
      	12.8.1  	
              keep
                (and procure that third parties engaged directly and/or indirectly
                by it
                keep) true and accurate accounts and records in sufficient detail
                to
                enable the Net Sales, the Facility Occupancy Charge, the Cost of
                supply of
                Bulk Product, the Mark Up and the amount of any monies payable under
                this
                Agreement to be determined and/or verified;
                and

            


    

     

    
      	12.8.2  	
              at
                the reasonable request of the other party from time to time, allow
                (and
                procure that third parties engaged directly and/or indirectly by
                it allow)
                the other party or its auditors (at its expense) to inspect such
                accounts
                and records referred to in clause 12.8.1 above and, to the extent
                that
                they relate directly or indirectly to the calculation of any monies
                payable under this Agreement, to take copies of them.
                

            


    

     

    
      	12.9  	
              If,
                following any inspection pursuant to clause 12.8.2 above, either
                party’s
                auditors certify to that party and the other party that the amount
                of
                monies paid in respect of any period falls short of the amount of
                the
                monies which were properly payable in respect of that period, the
                party
                owing the shortfall shall within 7 days of being served with a copy
                of the
                certificate pay the shortfall plus interest on that sum to the other
                party. 

            


    

     

    
      	12.10  	
              The
                provisions of this Section 12 shall remain in full force and effect
                after
                the termination of this Agreement for any reason until the settlement
                of
                all subsisting claims between the parties under this
                Agreement.

            


    

     

    
      	13  	
              Confidentiality

            


    

     

    
      	13.1  	
              For
                the purposes of this Agreement, any Confidential Information relating
                to
                Programme Deliverable, Vaccine Process, Bulk Product, Programme,
                Programme
                Data, Programme IP, or the Clinical Trials shall be treated as Advaxis
                Confidential Information. 

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
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      	13.2  	
              For
                the purposes of this Agreement, any Confidential Information relating
                to
                the Cobra Know How shall belong to Cobra and shall be treated as
                Cobra’s
                Confidential Information.

            


    

     

    
      	13.3  	
              Each
                of the parties undertakes to the other, in respect of the other party’s
                Confidential Information that it (and it will procure that its employees,
                ex-employees, consultants, and/or sub-contractors)
                shall:-

            


    

     

    
      	13.3.1  	
              only
                use the other party’s Confidential Information which is disclosed and/or
                acquired by it for the direct purposes of the Programme under this
                Agreement;

            


    

     

    
      	13.3.2  	
              not
                disclose Confidential Information to any third party and maintain
                as
                confidential all the other party’s Confidential Information which may come
                into its possession in any manner;

            


    

     

    
      	13.3.3  	
              allow
                access to the other party’s Confidential Information only to such of its
                employees, consultants and/or sub-contractors who need to see and
                use it
                for the purposes of the Programme under this
                Agreement;

            


    

     

    
      	13.3.4  	
              upon
                request by the other party made at any time deliver up to the other
                party
                all documents, material and/or other media which is in its possession,
                custody or control which comprises or contains any part of the other
                party’s Confidential Information provided that it shall be entitled to
                retain one copy of such Confidential Information for archive purposes;
                and

            


    

     

    
      	13.3.5  	
              not
                incorporate any Confidential Information of the other party in a
                patent
                application, and may not submit any Confidential Information of the
                other
                party in any regulatory application without the express prior written
                authority of the other party. 

            


    

     

    
      	13.4  	
              Confidential
                Information shall not include any information
                which:-

            


    

     

    
      	13.4.1  	
              the
                other party can prove by documentary evidence produced by it was
                information already in its possession and at its free
                disposal;

            


    

     

    
      	13.4.2  	
              the
                other party can prove by documentary evidence produced by it was
                information independently developed by it without reference to
                Confidential Information of the other
                party;

            


    

     

    
      	13.4.3  	
              is
                after the date of this Agreement disclosed to the other party without
                any
                obligations of confidentiality by a third party who has not derived
                it
                directly or indirectly from the party whose Confidential Information
                it
                was; 

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
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      	13.4.4  	
              is
                or becomes available to the public through no act or default on the
                part
                of the other party; or

            


    

     

    
      	13.4.5  	
              is
                required to be disclosed by law or the rules of any stock exchange
                and/or
                regulatory authority provided where possible the disclosing party
                gives
                not less than 7 days’ advance notice of any such disclosure to the other
                party whose Confidential Information it is and discusses with them
                the
                form and content of such disclosure.


            


    

     

    
      	13.5  	
              If
                a party reasonably requests that any Confidential Information of
                the other
                party be disclosed because of regulatory purposes, the party making
                the
                disclosure shall seek confidential treatment of the materials proposed
                to
                be disclosed and shall use commercially reasonable efforts to request
                confidential treatment of such information pursuant to Rule 406 of
                the
                Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act
                of
                1934, as applicable (or any other applicable regulation relating
                to the
                confidential treatment of information), except to the extent that
                the
                party making the disclosure receives advice from its legal counsel
                that
                such Confidential Information is required to be disclosed under applicable
                laws or regulations. The party making the disclosure shall give reasonable
                advance notice to the other party of such disclosure and use efforts
                to
                secure confidential treatment of such information at least as diligent
                as
                such party would use to protect its own confidential information,
                but in
                no event less than reasonable efforts. In any event, the parties
                agree to
                take all reasonable action to avoid disclosure of Confidential Information
                hereunder. The parties will consult with each other on the provisions
                of
                this Agreement to be redacted in any filings made by the parties
                with the
                Securities and Exchange Commission or as otherwise required by law
                and on
                any disclosure to third parties.

            


    

     

    
      	13.6  	
              Subject
                to clause 13.4 and 13.5 above, either party is allowed to disclose
                the
                other party’s Confidential Information solely for regulatory purposes.
                

            


    

     

    
      	13.7  	
              Neither
                party may disclose the existence of this Agreement or the terms and
                conditions of this Agreement without the prior written consent of
                another,
                except for regulatory purposes as set forth in Section 13. Any press
                release shall be coordinated by the parties subject to final review
                and
                approval by both parties.

            


    

     

    
      	13.8  	
              For
                the avoidance of doubt either party shall be entitled to disclose
                the
                other party’s Confidential Information to any sub-contractor which is
                performing all or part of the work under the Programme subject to
                it
                imposing duties of confidentiality and non use on the sub-contractor
                which
                are no less onerous than those contained in this
                Agreement.

            


    

     

    
      	13.9  	
              Each
                party shall be liable to the other for the acts and/or omissions
                of its
                employees, ex-employees, consultants and/or sub-contractors as if
                they
                were its own acts and/or omissions under this Agreement.
                

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
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      	13.10  	
              The
                obligations of confidentiality and non use in this Agreement shall
                continue for 10 years after the termination of this
                Agreement.

            


    

     

    
      	13.11  	
              Each
                party recognizes that violation of confidentiality results in irreparable
                harm and agree to injunctive relief and damages.
                

            


    

     

    
      	14  	
              Intellectual
                Property

            


    

     

    
      	14.1  	
              Any
                and all Programme Deliverable, Programme IP and Programme Data under
                this
                Agreement shall be solely owned by Advaxis. Cobra agrees to assign
                and
                will assign to Advaxis, the sole and exclusive ownership of the Programme
                IP. 

            


    

     

    
      	14.2  	
              Prosecution
                and Maintenance of Programme Intellectual Property
                Rights.
                Advaxis shall control, prosecute and maintain all Programme IP. Advaxis
                shall be responsible for all costs, fees and expenses incurred from
                and
                after the Effective Date in connection with the filing, prosecution
                and
                maintenance of such Programme IP. 

            


    

     

    
      	14.3  	
              The
                disclosure or provision to Cobra of any Confidential Information
                of
                Advaxis or other information or items shall not be deemed to transfer
                or
                grant to Cobra, or any other person or entity any right, title, interest,
                or license in, to or under any patent or patent application of Advaxis
                or
                other intellectual property or other right of Advaxis or in or to
                any
                information, discoveries, knowledge, experience, processes, procedures,
                devices, compositions of matter, skills, know-how, samples, trade
                secrets,
                designs, formulae, specifications, methods, techniques, compilations,
                programs, devices, technical information, concepts, developments,
                inventions or improvements, whether patentable or not, or other
                technology, inventions or property of Advaxis other than any rights
                and/or
                licence granted under the terms of this
                Agreement.

            


    

     

    
      	14.4  	
              Cobra
                agrees (and shall ensure that all employees and agents do the same)
                that
                all information, materials, master cell banks, regulatory reports,
                discoveries, knowledge, experience, processes, procedures, devices,
                compositions of matter, skills, know-how, samples, trade secrets,
                designs,
                formulae, specifications, methods, techniques, compilations, programs,
                devices, technical information, concepts, developments, inventions
                or
                improvements, whether patentable or not) arising from Cobra’s performance
                of its obligations under this Agreement shall promptly be made known
                to
                Advaxis in writing (subject to obligations of confidentiality). Cobra
                willexecute any and all documents and do any and all things reasonably
                requested by to vest and perfect Advaxis interest in the Programme
                IP.
                

            


    

     

    
      	14.5  	
              Cobra
                hereby assigns, and shall cause all investigators and clinical sites
                to
                assign, to Advaxis all right, title and interest, including copyrights
                and
                other Intellectual Property Rights, in and to all Programme
                Data. 

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
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      	14.6  	
              Enforcement
                of Licensed Intellectual Property Rights and Missapropriation of
                Know-How
                and Programme Deliverable.
                Each party shall promptly notify the other in writing of any alleged
                or
                threatened infringement of any Programme IP of which such party becomes
                aware. 

            


    

     

    
      	14.6.1  	
              With
                respect to any infringement in any territory of any Programme IP,
                Advaxis
                has the sole right to direct, control and bring any action or proceeding
                in its own name, with respect to such infringement at its own expense
                and
                by counsel of its own choice, and Cobra shall have the right, at
                its own
                expense, to be represented in any such action by counsel of its own
                choice. In the event Advaxis brings an infringement action in accordance
                with this Section, Cobra shall cooperate fully, including if required
                to
                bring such action, the furnishing of a power of attorney provided
                that
                Advaxis pays Cobra’s costs of doing the same.


            


    

     

    
      	14.6.2  	
              With
                respect to any misappropriation, conversion or other federal, state,
                or
                local cause of action in any territory of any Programme Deliverable,
                and
                Programme Data, Advaxis has the sole right to direct, control and
                bring
                any action or proceeding in its own name, with respect to such
                misappropriation at its own expense and by counsel of its own choice,
                and
                Cobra shall have the right, at its own expense, to be represented
                in any
                such action by counsel of its own choice. In the event Advaxis brings
                an
                misappropriation action in accordance with this Section, Cobra shall
                cooperate fully, including if required to bring such action, the
                furnishing of a power of attorney provided that Advaxis pays Cobra’s costs
                of doing the same.

            


    

     

    
      	14.7  	
              Third
                Party Infringement Claims.
                Each party shall promptly notify the other in writing of any allegation
                by
                a third party that the activity of either of the parties pursuant
                to this
                Agreement infringes or may infringe the Intellectual Property Rights
                of
                such third party. Advaxis shall have the sole right to control, direct
                or
                defend in its own name any defense, action, appeal of any such claim,
                action, proceeding at its own expense and by counsel of its own choice.
                Advaxis shall act in good faith in the conduct of any such third
                party
                claim. During the pendency of any such proceeding or any appeal thereof
                where the proceedings are as a result of any default of Cobra under
                this
                Agreement, any payment hereunder to Cobra shall be paid by Advaxis
                into an
                interest-bearing escrow account pending the outcome of such proceeding.
                Upon a favorable final resolution of such proceeding or any appeal
                thereof
                retaining the full rights, Advaxis shall resume paying Cobra the
                full
                royalties, and all funds in such escrow account shall be paid to
                Cobra
                plus any interest which has accrued on such sum. Upon an unfavorable
                final
                resolution of such proceeding or any appeal thereof, the funds in
                such
                escrow account shall be applied toward the damage award in such action,
                if
                any, and the balance plus interest, if any, paid to
                Cobra.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
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      	14.8  	
               Cooperation
                of the Parties.
                Each party agrees to cooperate fully in the preparation, filing,
                and
                prosecution of any Programme IP under this Agreement and in the obtaining
                and maintenance of any patent extensions, supplementary protection
                certificates and the like with respect to any Intellectual Property
                Rights
                being developed or commercialized by Advaxis. Such cooperation includes,
                but is not limited to, promptly informing the other party of any
                matters
                coming to such party’s attention that may affect the preparation, filing,
                prosecution or maintenance of any Intellectual Property
                Rights.

            


    

     

    
      	14.9  	
              Cobra
                shall not co-mingle any Programme Deliverable and/or Programme IP
                and/or
                Programme Data with any compositions, data, information, materials,
                and
                methods which are proprietary to a third party; and/or with any Cobra
                Know- How.

            


    

     

    
      	15  	
              Representations
                and Warranties

            


    

     

    
      	15.1.1  	
              Cobra
                represents and warrants to Advaxis that:


            


    

     

    (a)  it
      is
      duly authorized to execute and deliver this Agreement and to perform its
      obligations hereunder; 

     

    (b)  this
      Agreement is a legal and valid obligation binding upon it and enforceable in
      accordance with its terms; and

     

    (c)  the
      execution, delivery and performance of this Agreement do not conflict with
      any
      agreement, instrument or understanding, oral or written, to which it is a party
      or by which it may be bound, nor violate any law or regulation of any court,
      governmental body or administrative or other agency having jurisdiction over
      it.

     

    (d)
      Cobra
      has the ability, capacity to perform, manufacture and supply the Bulk Product
      under the terms and conditions of this Agreement

    


     

    
      	16  	
              Indemnities

            


    

     

    
      	16.1  	
              With
                respect to any indemnification obligations of either party to the
                other
                party under this Agreement, the following conditions must be met
                for such
                indemnification obligations to become applicable where a third party
                is
                involved: (a) the indemnified party shall notify the indemnifying
                party
                promptly in writing of any claim which may give rise to an obligation
                on
                the part of the indemnifying party hereunder; (b) the indemnifying
                Party
                shall be allowed to timely undertake the sole control of the defense
                of
                any such action and claim, including all negotiations for the settlement,
                or compromise of such claim or action at its sole expense; and (c)
                the
                indemnified party shall render reasonable assistance, information,
                co-operation and authority to permit the indemnifying Party to defend
                such
                action, it being agreed that any out-of-pocket expenses or other
                expenses
                incurred by the indemnified party in rendering the same shall be
                borne or
                reimbursed promptly by the indemnifying party. These conditions shall
                not
                apply where the claim for which a party may seek indemnification
                from the
                other party under this section 16 is a claim as between the two
                parties.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
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      	16.2  	
              Advaxis
                will indemnify and keep indemnified Cobra against any and all claims,
                damages, awards, costs (including legal costs on a full indemnity
                basis),
                compensation, actions, expenses, proceedings and any other losses
                and/or
                liabilities that may be caused by and/or arise as a result of the
                conduct
                of the Clinical Trials by Advaxis and/or its employees, sub-contractors
                and/or agents, use of the Advaxis IP and/or the Clinical Product
                and Bulk
                Product (apart from the Cobra Know How) and/or any of the foregoing
                infringing and/or being alleged to infringe any third party Intellectual
                Property Rights except to the extent that such matters are due to
                i)
                manufacture or supply of Clinical Product and/or Bulk Product not
                in
                accordance with Manufacture Specifications; ii) breach of the
                representations and warranties of this Agreement; iii) a willfull
                or
                grossly negligent act by Cobra; or iv) an inherent defect in the
                Cobra
                Know How and/or a defect in the manufacture of Bulk Product supplied
                by
                Cobra.

            


    

     

    
      	16.3  	
              Cobra
                will indemnify and keep indemnified Advaxis from and against any
                and all
                claims, damages, awards, costs (including legal costs on a full indemnity
                basis), compensation, actions, expenses, proceedings and any other
                losses
                and/or liabilities that may be caused by and/or arise as a result
                of a
                defect in the production of the Bulk Product provided by Cobra and/or
                its
                employees, sub-contractors (except to the extent that risk is agreed
                not
                to borne by Cobra under clause 8.5) and/or
                agents.

            


    

     

    
      	16.4  	
              If
                the parties are not able to resolve which party is liable to indemnify
                the
                other party then the matter shall be determined by an expert in accordance
                with section 21.

            


    

     

    
      	17  	
              Force
                Majeure

            


    

     

    
      	17.1  	
              If
                either party is affected by Force Majeure it shall immediately notify
                the
                other party of its nature and
                extent.

            


    

     

    
      	17.2  	
              Neither
                party shall be deemed to be in breach of this Agreement or otherwise
                be
                liable to the other, by reason of any delay in the performance, or
                the
                non-performance, of any of its obligations under this Agreement (other
                than in respect of payment), to the extent that the delay or
                non-performance is due to any Force Majeure of which it has notified
                the
                other party, and the time for performance of that obligation shall
                be
                extended by a period equal to the period of the Force
                Majeure.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
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      	17.3  	
              If
                the Force Majeure in question prevails for a continuous period in
                excess
                of 6 months, the party not affected by the Force Majeure shall, for
                so
                long as the Force Majeure continues, have the right to immediately
                terminate this Agreement by written notice served on the other
                party.

            


    

     

    
      	18  	
              Duration
                and Termination

            


    

     

    
      	18.1  	
              This
                Agreement shall come into force on the date of this Agreement and
                shall,
                unless terminated earlier for any reason, continue in force for as
                long as
                the Programme continues.

            


    

     

    
      	18.2  	
              Either
                party may terminate this Agreement forthwith by giving written notice
                to
                the other if:

            


    

     

    
      	18.2.1  	 


    

     

    
      	18.2.2  	
              the
                other party breaches any of its obligations under this Agreement
                (and, if
                the party fails to remedy it within 45 days after being given a written
                notice containing full particulars of the breach and requiring it
                to be
                remedied); or

            


    

     

    
      	18.2.3  	
              the
                other party persistently breaches its obligations under this Agreement
                and
                does not cure such breaches after being provided with reasonable
                notice
                and an opportunity to cure such breaches;
                or

            


    

     

    
      	18.2.4  	
              an
                encumbrancer takes possession, or a receiver is appointed, of any
                of the
                property or assets of the other party;
                or

            


    

     

    
      	18.2.5  	
              the
                other party becomes subject to an administration order, a moratorium
                is
                declared in respect of its debts or it makes any voluntary arrangement
                with its creditors (within the meaning of the Insolvency Act 1986);
                or

            


    

     

    
      	18.2.6  	
              the
                other party goes into liquidation (except for the purposes of amalgamation
                or reconstruction and so that the resulting company effectively agrees
                to
                be bound by or assume the obligations imposed on that other party
                under
                this Agreement); or

            


    

     

    
      	18.2.7  	
              the
                other party suffers or undergoes any procedure analogous to any event
                specified in clauses 18.2.3 to 18.2.5 above or any other procedure
                available in the country in which the other party is constituted
                or
                established against or to an insolvent debtor or available to the
                creditors of such a debtor.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
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      	18.2.8  	
              In
                the event Advaxis determines that patient safety considerations or
                due to
                regulatory considerations that the supply/manufacture of the Bulk
                Product
                or Programme Deliverable should immediately cease and the Bulk Product
                or
                Programme Deliverable withdrawn from the market, Advaxis shall promptly
                inform Cobra of such determination and the reasons therefore and
                the
                Supply/Manufacture shall terminate.


            


    

     

    
      	18.3  	
              For
                the purposes of clause 18.2.2 above, a breach shall be considered
                capable
                of remedy if the party in breach can comply with the provision in
                question
                in all respects other than as to the time of performance (provided
                that
                the time of performance is not of the
                essence).

            


    

     

    
      	18.4  	
              Advaxis
                shall have the option to terminate this agreement by providing Cobra
                a 45
                day prior notice on 12.31.2007 and every 2 years
                thereafter.

            


    

     

    
      	19  	
              Effects
                of Termination

            


    

     

    
      	19.1  	
              If
                this Agreement is terminated by Cobra under clauses 18.2.1 to 18.2.7,
                Cobra shall transfer to Advaxis any and all Programme Deliverable,
                Vaccine
                Process, Programme IP, Programme Data, and Know-How and any information
                and materials reasonably requested by Advaxis so as to allow them
                to
                continue with the Programme and the development, trials and/or
                exploitation of the Programme
                Deliverable.

            


    

     

    
      	19.2  	
              The
                termination of this Agreement by Advaxis shall not affect any existing
                contracts for the supply of Clinical Product and/or Bulk Product
                which
                shall remain in force unless Advaxis also terminates such contracts
                in
                accordance with their terms. On termination of this Agreement by
                Advaxis ,
                Cobra may at its option terminate any outstanding orders for Clinical
                Product and/or Bulk Product without any liability to
                Cobra.

            


    

     

    
      	19.3  	
              Upon
                the termination of this Agreement for any reason any provisions which
                expressly and/or impliedly survive the such termination shall continue
                in
                full force and effect including sections 4 to 14, 16, 17, 18, 19
                and
                20.

            


    

     

    
      	19.4  	
              Termination
                of this Agreement shall not affect any pre-existing claims and/or
                rights
                of the parties arising and/or in force prior to such
                termination.

            


    

     

    
      	19.5  	
              Any
                and all payments due as at the date of termination shall immediately
                become due and payable.

            


    

     

    
      	20  	
              General

            


    

     

    
      	20.1  	
              Relationship
                Between the Parties.
                The parties’ relationship, as established by this Agreement, is solely
                that of independent contractors. This Agreement does not create any
                partnership, joint venture or similar business relationship between
                the
                parties. Neither party is a legal representative of the other party,
                and
                neither
                party can assume or create any obligation, representation, warranty
                or
                guarantee, express or implied, on behalf of the other party for any
                purpose whatsoever. 

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
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      	20.2  	
              Any
                notice required or provided for by the terms of this Agreement shall
                be in
                writing, addressed to the address at the head of this Agreement or
                such
                other address as may be notified in writing, and sent by registered
                or
                certified mail, return receipt requested, postage prepaid, or by
                express
                courier service providing evidence of delivery or by facsimile
                transmission. The effective date of any notice shall be the date
                of
                receipt by the Cobra.

            


    

     

    
      	20.3  	
              This
                Agreement may be executed in two counterparts, each of which shall
                be
                deemed an original and both of which together shall constitute one
                and the
                same instrument. 

            


    

     

    
      	20.4  	
              All
                rights of any third party to enforce the terms of this Agreement
                are
                excluded. This shall not apply to members of each party’s group in
                relation to which it gives its consent who shall be entitled to enforce
                the terms of this Agreement in addition to that party. All rights
                of third
                parties to enforce the terms of this Agreement may be varied and/or
                extinguished by the agreement of the parties to this Agreement without
                the
                consent of any such third party.

            


    

     

    
      	20.5  	
              This
                Agreement shall take effect from the date of the last party to sign
                this
                Agreement or date upon which signed copies are exchanged by the
                parties.

            


    

     

    
      	20.6  	
              Nothing
                in this Agreement is intended or will be construed as constituting
                a
                partnership, agency or joint venture relationship between the parties.
                All
                activities by the parties under this Agreement will be performed
                by them
                as independently.

            


    

     

    
      	20.7  	
              Waiver
                by either party of a breach of, or failure to comply with, this Agreement
                by the other party is of no effect unless it is in writing and signed
                by
                or on behalf of the first mentioned
                party.

            


    

     

    
      	20.8  	
              If
                any term or provision of this Agreement can sustain two or more
                interpretations, one of which results in the terms or provision being
                valid, legal or enforceable, that term or provision will be given
                that
                interpretation rather than an interpretation which would or be likely
                to
                result in the term or provision being invalid, illegal or
                unenforceable.

            


    

     

    
      	20.9  	
              If
                any term or provision of this Agreement is to any extent held to
                be
                invalid, illegal or unenforceable, the validity, legality, and
                enforceability of the remaining terms or provisions (and any application
                of the said terms or provisions) will not in any way be affected
                or
                impaired.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          29

                      	 


              

               

            

          

        

      

    

    
      	20.10  	
              If
                any term or provision of this Agreement is to any extent held to
                be
                invalid, illegal or unenforceable, the parties will negotiate in
                good
                faith and, if legally possible, will agree on an alternate term or
                provision having regard to the original intention of the
                parties.

            


    

     

    
      	20.11  	
              Advaxis
                has the right to assign its rights in this Agreement. Cobra does
                not have
                the right to assign its right in this
                agreement.

            


    

     

    
      	20.12  	
              This
                Agreement represents the entire understanding between the parties
                and
                supersedes any and all previous understandings both written and oral
                with
                respect to the subject matter of this Agreement with the exception
                of the
                discount and royalty terms applied to contracts agreed before January
                2005.

            


    

     

    
      	20.13  	
              This
                Agreement may not be amended, varied, supplemented or otherwise modified
                except by an instrument in writing signed by both
                parties.

            


    

     

    
      	20.14  	
              Cobra
                shall ensure that, in addition to this Agreement between Cobra and
                Advaxis, any successor to Cobra is bound by an agreement with Advaxis
                on
                the same terms as this Agreement as if such successor were Cobra
                under
                this Agreement

            


    

     

    
      	20.15  	
              Each
                party shall from time to time do all such acts and execute all such
                documents as may be reasonably necessary in order to give effect
                to the
                provisions of this Agreement.

            


    

     

    
      	20.16  	
              Except
                as otherwise provided in this Agreement, the parties shall bear their
                own
                costs of and incidental to the preparation, execution and implementation
                of this Agreement

            


    

     

    
      	21  	
              Experts

            


    

     

    
      	21.1  	
              If
                the parties are unable to agree on the calculation of Cost in relation
                to
                any matter and/or the calculation of Net Sales from exploitation
                of the
                Resale Products within 30 days then the calculation shall be determined
                by
                an independent chartered accountant selected by the agreement of
                the
                parties. If the parties have not agreed upon the identity of such
                accountant within 14 days then, upon the application of either party,
                he
                shall be selected by the President of the Institute of Chartered
                Accountants of England and Wales at the relevant time. Such accountant
                shall be appointed on behalf of the parties jointly and each party
                shall
                initially pay half his professional fees. In determining the relevant
                Cost
                and/or division of Net Sales such accountant shall act as an expert
                and
                not as an arbitrator and may make any award as to costs as he sees
                fit in
                his absolute discretion. His decision shall be final and binding
                on the
                parties save in the case of manifest
                error.

            


    

     

    
      	21.2  	
              If
                the parties are unable to agree on the cause of any defect in the
                Programme Deliverable for the purposes of the indemnities in section
                16
                within 30 days then the cause shall be determined by an independent
                biological engineering expert selected by the agreement of the parties.
                If
                the parties have not agreed upon the identity of such expert within
                14
                days then, upon the application of either party, he shall be selected
                by
                the President of the Institute of Chemical Engineers in England and
                Wales
                at the relevant time. Such expert shall be appointed on behalf of
                the
                parties jointly and each party shall initially pay half his professional
                fees. In determining the relevant cause such expert shall act as
                an expert
                and not as an arbitrator and may make any award as to costs as he
                sees fit
                in his absolute discretion. His decision shall be final and binding
                on the
                parties save in the case of manifest
                error.

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          30

                      	 


              

               

            

          

        

      

    

    
      	22  	
              Disputes

            


    

     

    
      	22.1  	
              English
                law shall apply to the whole of this Agreement, and each party agrees
                to
                submit to the non-exclusive jurisdiction of the English
                courts.

            


    

     

    
      	23  	
              Intellectual
                Property

            


    

     

    
      	23.1  	
              The
                terms as agreed in the existing Phase I and II agreements between
                Cobra
                and Advaxis shall apply and remain in full force and effect. If there
                is
                any conflict between the terms of this Agreement and the terms of
                the
                existing Phase I and II agreements, the terms of this Agreement shall
                prevail.

            


    

     

    
      	24  	
              Exclusive
                supply 

            


    

     

    
      	24.1  	
              Cobra
                shall not provide, supply, license, transfer, convey, or disclose,
                Programme Deliverable, Vaccine Process, Programme Data, Programme
                IP, to
                any third party for research or development pre-clinical or clinical
                trials, importing, distribution, sales or any other commercial purpose,
                or
                any other purpose, without the prior written consent of Advaxis.
                This
                section shall survive termination of this Agreement for any reason.
                Cobra
                shall not manufacture or supply any live or dead, or recombinant
                Listeria
                product to any third party for any commercial purpose without the
                prior
                written consent of Advaxis. This section shall survive the termination
                of
                this agreement for any reason.

            


    

     

     

    IN
      WITNESS OF THE ABOVE the
      parties have signed this Agreement on the date written at the head of this
      Agreement.

     

    
      
        
          
            DRAFT
              for Discussion Only

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            
              	
                      Confidential

                    	
                      Page
                        31

                    	 


            

             

          

        

      

    


     

    SCHEDULE
      1

    Price
      for Clinical Product and Retrospective Discount

    


    [
      *
      ]

    


    [
      *
      ]

    


    [
      *
      ]

    


    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          32

                      	 


              

               

            

          

        

      

    


    SCHEDULE
      2

    ADVAXIS
      Intellectual Property

    


    


    


    


    To
      be added by Advaxis

    
       

      
        
          
            DRAFT
              for Discussion Only

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            
              	
                      Confidential

                    	
                      Page
                        33

                    	 


            

             

          

        

      

    

    SCHEDULE
      3

    Cobra’s
      Terms and Conditions

    


    


    Any
      order
      given to Cobra to conduct contract manufacturing services shall be deemed to
      constitute an acceptance of the following terms and conditions of
      business.

    


    The
      terms
      and conditions of business detailed below shall be automatically incorporated
      into any contract between Cobra and the Customer and shall override and exclude
      any conditions of purchase which are in any way in conflict with same
      notwithstanding, the date or dates of any purchase order incorporating any
      conflicting conditions of purchase, and an acceptance by Cobra of a purchase
      order from the Customer shall not be deemed to be an acceptance of any such
      conflicting conditions of purchase.

     

    
      	1.  	
              CONFIDENTIALITY

            


    

     

    Cobra
      undertakes as follows:

     

    
      	1.1  	
              to
                regard the material, information and results as confidential and
                the
                property of the Customer;

            


    

     

    
      	1.2  	
              to
                take all practical steps possible to ensure that the work, material,
                information and results are kept secure and not subject to unauthorised
                disclosure;

            


    

     

    
      	1.3  	
              to
                disclose the material, information and results only to those of its
                employees who need to know the same and Cobra shall take all steps
                reasonably practicable to ensure that such employees will comply
                with the
                requirements and restrictions herein
                contained.

            


    

     

    The
      foregoing provisions shall not apply to that part of information or the results
      which Cobra can clearly demonstrate:

     

    
      	1.1  	
              was
                known to it from its own activities prior to disclosure by the Customer
                as
                evidenced by written records of Cobra predating the date of such
                disclosure by the Customer; or

            


    

     

    
      	1.2  	
              was
                part of the public domain or the subject to public knowledge at the
                date
                of disclosure by the Customer; or

            


    

     

    
      	1.3  	
              becomes
                part of the public domain or the subject of public knowledge after
                the
                date of disclosure by the Customer without breach of any obligation
                owed
                by Cobra to the Customer; or

            


    

     

    
      	1.4  	
              are
                furnished to Cobra by a third party without breach of any obligation
                of
                confidentiality owed by that third party to the Customer;
                or

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          34

                      	 


              

               

            

          

        

      

    

    
      	1.5  	
              .

            


    

     

    
      	2.  	
              SUB-CONTRACTING

            


    

     

    Cobra
      shall have the authority to sub-contract all or any part of the work to be
      carried out in terms of its contract with a Customer, with consent of the
      Customer, not to be unreasonably withheld, subject to the sub-contractor
      entering into a confidentiality agreement with Cobra on standard terms. (TO
      BE
      AMENDED AS ABOVE ) 

     

    
      	3.  	
              QUALITY
                ASSURANCE

            


    

     

    
      	3.1  	
              Cobra
                undertakes that it shall conduct the work with all reasonable skill
                and
                care and where applicable under the prevailing norms for Good
                Manufacturing Practice and Good Laboratory Practice as applied to
                the
                manufacture of biotherapeutic products for Phase I/II clinical trial
                purposes.

            


    

     

    
      	3.2  	
              Subject
                to clause 3.1 above, Cobra does not give any guarantee or assurance
                that
                the product in question shall be successfully
                produced.

            


    

     

    
      	4.  	
              HEALTH
                AND SAFETY

            


    

     

    To
      allow
      Cobra to comply with the Health and Safety at Work Act (1974) or any subsequent
      or amending legislation the Customer shall provide Cobra with all available
      information regarding known or potential hazards associated with the use of
      any
      materials supplied to Cobra by the Customer.

     

    
      	5.  	
              VARIATIONS

            


    

     

    It
      is
      recognised that during the work minor variations from intended methodology
      may
      become advisable because of results observed, and at the Customer’s request. Any
      change in the contract price resulting therefrom will be incorporated in the
      final account.

     

    Major
      changes to the intended methodology required by the Customer must be made in
      writing to Cobra and will be the subject of a mutually agreed price which will
      be substituted for or charged in addition to the original contract price. Any
      dispute as to price will be resolved by written mutual agreement between
      authorised representatives/directors of Cobra and the Customer. HOW DO WE TEST
      THIS?

     

    
      	6.  	
              REPORTS

            


    

     

    Cobra
      will provide a Final Report on completion of the work. Additional copies of
      Reports will be provided at the Customer’s request and expense.

     

    Cobra
      shall publish any Report or data prepared for the Customer by Cobra without
      the
      prior written consent of Advaxis .

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          35

                      	 


              

               

            

          

        

      

    

    The
      name
      of Cobra or the names of any of its staff shall not be used for any advertising,
      promotional or other public purposes without the prior written consent of
      Cobra.

     

    All
      results arising from the work shall be provided to the Customer and shall be
      the
      property of the Customer. Cobra shall make no use of the results without
      obtaining the Customer’s written permission; such permission not to be
      unreasonably withheld.

     

    
      	7.  	
              PROTOCOLS
                AND CONTRACTS

            


    

     

    The
      Customer shall not make any use of this contract, the protocols or any related
      documents for negotiations or discussions with third parties other than
      Regulatory Authorities, Licensees, associate companies or members of the
      Customer’s consortium funding the work without the prior written approval of
      Cobra. The Customer has a duty of confidentiality to Cobra in relation to such
      documentation.

     

    
      	8.  	
              PAYMENT

            


    

     

    All
      invoices are payable within 30 days of the invoice date or as stated in the
      quotation for the work to be performed. After due notice Cobra reserves the
      right to cease or suspend all work on a project on which payment remains in
      arrears, and to hold the Customer in breach of contract. Cobra shall have the
      right to dispose of any saleable stock or other items employed in connection
      with the project and to set off the proceeds of such disposal against unpaid
      accounts.

     

    
      	9.  	
              INTEREST

            


    

     

    If
      the
      Customer fails to pay any sum due under these terms and conditions, then,
      subject to this clause, interest shall be charged thereon from the due date
      until the date payment is made at the rate of [two] per cent per annum over
      the
      base rate of HSBC Bank from time to time in force.

     

    
      	10.  	
              PRICES

            


    

     

    The
      contract price excludes the cost of importation of samples or specimens and
      freight charges associated with their return shipment.

     

    Prices
      are exclusive of VAT which will be charged, where appropriate, at the prevailing
      rate.

     

    
      	11.  	
              INTELLECTUAL
                PROPERTY RIGHTS AND
                INVENTIONS

            


    

     

    All
      discoveries and patentable inventions excepting methodological innovation
      arising during the project shall be the property of the Customer.

     

    
      	12.  	
              OWNERSHIP
                OF MATERIALS

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          36

                      	 


              

               

            

          

        

      

    

    Where
      the
      contract involves the use by Cobra of material provided to it by the Customer
      or
      on the Customer’s behalf, whether for the purposes of evaluation, validation,
      testing or manufacture, the Customer shall be deemed to have provided to Cobra
      either (1) the necessary authority of the Customer as a proprietor of such
      material or (2) the necessary authority of the proprietor of such material,
      to
      enable and authorise Cobra to use such material for the purposes of the
      contract. The onus shall be on the Customer to take all steps reasonably
      necessary to satisfy itself that the appropriate authority is in place, and
      the
      Customer shall indemnify Cobra in respect of any claims made against Cobra
      by
      any third party as a result of the Customers breach of its obligations herein
      contained.

     

    Such
      material shall be used by Cobra solely for the purposes of evaluation,
      validation, testing or manufacture whichever is applicable as agreed with the
      Customer and for no other purpose.

     

    
      	13.  	
              CUSTOMERS
                CONFIDENTIALITY
                OBLIGATIONS

            


    

     

    In
      that
      the Customer (which shall include their employees and representatives) may
      come
      into possession of information relating to Cobra’s development and research
      activities or their manufacturing or commercial interests in general terms,
      or
      more particularly details of Cobra’s study Protocols or testing methods or
      related information either through discussions or correspondence with Cobra
      or
      during visits to Cobra’s premises the Customer hereby undertakes to regard such
      information as confidential and the property of Cobra, to take all practical
      steps to ensure that the said information is kept secure and not subject to
      unauthorised disclosure, and to disclose the said information only to those
      of
      its employees who need to know the same and who are bound by similar
      confidentiality obligations.

     

    Section
      1, subsection 2 shall apply mutatis mutandis.

     

    
      	14.  	
              ARCHIVAL
                STORAGE

            


    

     

    At
      the
      conclusion of the work and within thirty (30) days of the receipt by Cobra
      of a
      written request from the Customer to do so, Cobra shall arrange for the
      destruction or return to the Customer of any remaining material or any sub-units
      or derivatives thereof, together with any information and Results relating
      thereto, but subject always to Cobra being entitled to retain such material,
      or
      copies of information and Results, as will enable it to comply with GLP, GMP
      or
      any other relevant regulations. In the event of no such request from the
      Customer, Cobra shall retain in its archive for a period of ten years following
      the date of the Final Report all slides, blocks, original data and other
      materials arising out of the project, or for such shorter period as, in the
      opinion of Cobra, the quality of the material affords evaluation. Cobra reserves
      the right to make a charge for such storage or for the transport of materials.
      At the end of the ten years referred to above, Cobra shall contact the Customer
      for instructions on the transfer, retention or disposal of
      materials.

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          37

                      	 


              

               

            

          

        

      

    

    
      	15.  	
              TERMINATION

            


    

     

    
      	15.1  	
              Subject
                to clause 15.2 below, either the Customer or Cobra shall be entitled
                to
                terminate the contract by giving the other three months written notice.
                In
                the event of termination by the Customer, for any reason not the
                fault of
                Cobra, Cobra reserves the right to charge for all costs associated
                with
                the termination.

            


    

     

    
      	15.2  	
              Either
                party may terminate these terms and conditions forthwith by written
                notice
                to the other party if:

            


    

     

    
      	15.2.1  	
              the
                other party shall commit a material breach of any of its obligations
                under
                these terms and conditions and shall not have remedied such a breach
                within thirty days of receiving written notice of the breach;
                or

            


    

     

    
      	15.2.2  	
              the
                other party shall become bankrupt or enter into liquidation (other
                than
                the reconstruction of amalgamation) or have a receiver appointed
                of its
                assets or any part thereof or any administrative order is served
                upon
                it.

            


    

     

    
      	15.2.3  	
              In
                the event Advaxis determines that patient safety considerations or
                due to
                regulatory considerations that the supply/manufacture should cease,
                Advaxis shall promptly inform Cobra of such determination and the
                reasons
                therefore and the Supply/Manufacture shall terminate.
                

            


    

     

    
      	15.3  	
              Termination
                shall not prejudice or affect any right of action or remedy which
                shall
                have accrued or shall thereafter accrue to either
                party.

            


    

     

    
      	15.4  	
              For
                the avoidance of doubt, termination shall not affect any property
                or
                intellectual property rights vested in the Customer under these terms
                and
                conditions.

            


    

     

    
      	16.  	
              FORCE
                MAJEURE

            


    

     

    
      	16.1  	
              Cobra
                shall not be liable for any delay in meeting or for failure to meet
                any of
                its obligations under these terms and conditions due to any cause
                outside
                of its reasonable control, including without limitation, strikes
                and
                lock-outs (but excluding strikes and lock-outs of the affected party
                and
                its subcontractors), acts of God, war, riot, malicious acts of damage
                (but
                excluding malicious damage involving the employees of the affected
                party
                or its subcontractors), fire, acts of any government authority or
                failure
                of the public electricity supply. [The exception being a decision
                by the
                Medicines Control Agency, which indicates that the material provided,
                has
                been produced without appropriate GMP or GLP
                controls/documentation].

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          38

                      	 


              

               

            

          

        

      

    

    
      	16.2  	
              If
                Cobra is prevented from meeting any of its obligations due to an
                event
                described in 16.1, it shall promptly notify the Customer in writing
                of the
                circumstances and if Cobra shall have been so prevented from meeting
                its
                obligations for more than thirty days following the date of giving
                such
                notice, then either party may terminate these terms and conditions
                forthwith upon written notice.

            


    

     

    
      	16.3  	
              In
                the event of termination by either party by reason of Cobra suffering
                an
                event described in clause 16.1 which prevents Cobra from meeting
                its
                obligations for more than thirty days from the date which Cobra gave
                notice of the event to the Customer, then subject to clause 15.3,
                the
                Customer shall be under no obligation to pay Cobra any
                sum.

            


    

     

    
      	17.  	
              LIMITATION
                OF LIABILITY AND INDEMNITY - same as Section 16
                above

            


    

     

    
      	18.  	
              CONTINUING
                OBLIGATIONS

            


    

     

    Notwithstanding
      termination of the contract or completion of the work these Terms and Conditions
      shall remain in full force and effect and may be founded upon by either Cobra
      or
      the Customer and that for a period of ten years after such termination or
      completion.

     

    
      	19.  	
              NOTICES

            


    

     

    
      	19.1  	
              Any
                notice, which expression includes any other communication whatsoever
                which
                is made in accordance with these terms and conditions, should reference
                the Cobra contract shown at the head of these terms and conditions
                and
                shall, without prejudice to any other method of giving it, be sufficiently
                given if it is sent by registered or recorded delivery first class
                post to
                the other party to the address stated on the signature page of these
                terms
                and conditions or to such other address as the respective party may
                advise
                by notice in writing from time to
                time.

            


    

     

    
      	19.2  	
              Notices
                shall be deemed to have been properly given after three working days
                in
                the case of notices posted in the United Kingdom to a destination
                therein
                and eight working days in the case of all other notices posted
                internationally.

            


    

     

    
      	19.3  	
              Any
                written notices or instructions to make variations under clause 5
                shall be
                sent to each party’s project
                manager.

            


    

     

    
      	20.  	
              WAIVER

            


    

     

    No
      delay
      or failure of either party in enforcing against the other party any term or
      condition hereunder and no partial exercise by either party any right hereunder,
      shall be deemed to be a waiver of any right of that party under these terms
      and
      conditions.

     

    
      	21.  	
              CONSTRUCTION
                OF THESE TERMS AND
                CONDITIONS

            


    

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          39

                      	 


              

               

            

          

        

      

    

    
      	21.1  	
              If
                the scope of any of the provisions of these terms and conditions
                is too
                broad in any respects to permit enforcement to its full extent, then
                the
                parties agree that such a provision shall be enforced to the maximum
                extent permitted by law and that such provision shall be deemed to
                be
                varied accordingly.

            


    

     

    
      	21.2  	
              No
                purported variations of these terms and conditions shall take effect
                unless made in writing and signed by an authorised representative
                of each
                party.

            


    

     

    
      	22.  	
              PROPER
                LAW OF CONTRACT

            


    

     

    These
      terms and conditions shall be governed by and construed in accordance with
      English law.

    
      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          40

                      	 


              

               

            

          

        

      

    

    SCHEDULE
      4

     

    Facility
      Occupancy Charge

    


    The
      Facility Occupancy Charge (“FCC”) will be calculated as follows:

    


    FCC
      =
      Total
      Annual Facility Cost x Programme Area x number of weeks of
      occupancy

    Total
      area of production facility x 46

     

    Where:

     

    Total
      Annual Facility Cost equals the total annual cost of operating and maintaining
      the relevant production facility (including depreciation and any interest
      payments paid on debts incurred after investment in Product specific facility
      and or equipment modifications required by any regulatory authority); and


     

    Programme
      Area is the area of the relevant production facility used in the production
      of
      Product for the Programme.

    

      
         

        
          
            
              DRAFT
                for Discussion Only

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              
                	
                        Confidential

                      	
                        Page
                          41

                      	 


              

               

               

               

            

          

        

      

    

    ...............................................

    for
      and
      on behalf of

    COBRA
      BIOLOGICS LTD 

    


    Name: ..................................

    


    Title: ....................................

    


    


    


    


    ...............................................

    for
      and
      on behalf of

    ADVAXIS
      INC

    


    Name: ..................................

    


    Title: ....................................

    
 

    
      
        DRAFT
          for Discussion Only