Exhibit 10.12


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED
FROM THIS EXHIBIT IN ACCORDANCE WITH REGULATION S-K ITEM 601(B)(10)(IV). ASTERISKS DENOTE OMISSIONS. SUCH INFORMATION IS BOTH (i) IMMATERIAL
AND (ii) IS OF A TYPE REGULARLY TREATED AS PRIVATE OR CONFIDENTIAL BY THE REGISTRANT.


 


AMENDMENT NO. 1 TO RESTATED AND AMENDED LICENSE
AGREEMENT


 


This AMENDMENT NO.1 TO THE RESTATED AND AMENDED
LICENSE AGREEMENT (this “Amendment”) is entered into as of April 15th, 2005, by and between The Johns Hopkins University,
a Maryland corporation having an address at 3400 N. Charles St., Baltimore, MD 21218 (“JHU”) and OncoMethylome Sciences S.A.
(formerly known as OncoGenome Sciences, S.A.), a corporation having an address at Niveau +2, Tour 4 de Pharmacie (batiment 36), Ulg CHU,
Av. de l’Hopital no. 1, 4000 Sart-Tilman (Liege), Belgium (“Company”), with respect to the following:


 


RECITALS


 


WHEREAS, JHU entered into an Restated and Amended
License Agreement with Company on September 1, 2004 with respect to an invention entitled “Method of Detection of Prostate Cancer”
(JHU Ref. No. 3970) which was developed during the course of the RESEARCH PROJECT by Dr. David Sidransky (the “License Agreement”);


 


WHEREAS, Company has indicated to JHU that Company
wishes to acquire a license to a related invention entitled “Neoplasia Diagnostic Compositions and Method of Use” (JHU Ref.
No. 4415) which was developed during the course of the RESEARCH PROJECT by Drs. David Sidransky and Jonathan Epstein (hereinafter “Inventors”);


 


WHEREAS, in exchange for payment of additional
consideration by Company set forth in this Amendment, JHU is willing to grant Company a license under the PATENT RIGHTS and TECHNOLOGY
RIGHTS, as set forth herein.


 


NOW THEREFORE, in consideration of the premises
and the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:


 


		I.	Definitions. Unless otherwise defined in this Amendment, all capitalized terms shall have the meanings
given such terms in the License Agreement.



 


		II.	Amendments. The parties hereby agree to further amend the License Agreement by:



 


A. Deleting Paragraph 1.11 in its entirety and replacing
it with the following:


 


“1.11 "PATENT
RIGHTS" shall mean the U.S. patent application Serial No. 10,295,483 filed on November 15, 2002, and the PCT patent application
Serial No. PCT/US02/367 filed on November 15, 2002, and both assigned to JHU entitled “Method of Detection of Prostate Cancer”
(JHU-3970; David Sidransky), and the PCT patent application Serial No. [TBA] filed on March 17, 2005, assigned to JHU entitled “Neoplasia
Diagnostic Compositions and Method of Use” (JHU-4415; David Sidransky and Jonathan Epstein), and the inventions disclosed and claimed
therein, and all continuations, divisions, and reissues based thereof, and continuations-in-part to the extent the claims of the continuation-in-part
are supported by the disclosure in the parent application and any new matter added to the continuation-in-part is unencumbered by a third
party and supports the claims of the parent application, and any corresponding foreign patent applications, and any patents, patents of
addition or other equivalent foreign patent rights issuing, granted or registered thereon.”


 






     


     


    

 


B. Deleting Paragraph 3.5 in its entirely and replacing it
with the following:


 


“3.5 Form
of Payment. All payments under this Agreement shall be made in U.S. Dollars. Checks are to be made payable to “The Johns Hopkins
University”. Wire transfers may be made through:


 


[***]


 


Company shall be responsible for any
and all costs associated with wire transfers.”


 


		III.	Payments. Company shall pay or shall have paid to JHU within thirty (30) days of the effective
date of this Amendment a license fee of [***]. JHU will not submit an invoice for the license fee, which is nonrefundable and shall not
be credited against royalties or other fees.



 


		IV.	Ratification. Except as expressly amended by this Amendment, the License Agreement shall remain
in full force and effect and the License Agreement is hereby ratified and confirmed as of the date first written above.



 


		V.	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of
the State of Maryland, without regard to the principles of conflicts of law of such state.



 


		VI.	Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the same instrument.



 






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IN WITNESS WHEREOF the respective parties hereto
have executed this Amendment by their duly authorized officers as of the date first set forth above.


 


	THE JOHNS HOPKINS UNIVERSITY	 	ONCOMETHYLOME SCIENCES, S.A.
	 	 	By:	 Herman H. Spolders, BVBA 
	 	 	 	Chief Executive Officer
	 	 	 	 
	By:	/s/ R. Keith Baker	 	By:	/s/ Herman H. Spolders
	 	R. Keith Baker, MBA, Ph.D.	 	 	Herman H. Spolders
	 	Sr. Director Licensing and Technology Development	 	 	Managing Director
	 	 	 
	Date: 07/14/2005	 	Date: 07/26/2005


 


I have read and agree to abide by the terms of this Amendment.


 


 


	By:		 	Date:	
	 	Dr. David Sidransky 	 	 	 
	 	 	 	 	 
	By:		 	Date:	 
	 	Dr. Jonathan Epstein	 	 


 




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IN WITNESS WHEREOF the respective parties hereto
have executed this Amendment by their duly authorized officers as of the date first set forth above.


 





	THE JOHNS HOPKINS UNIVERSITY	 	ONCOMETHYLOME SCIENCES, S.A.
	 	 	By:	 Herman H. Spolders, BVBA 
	 	 	 	Chief Executive Officer
	 	 	 	 
	By:	/s/ R. Keith Baker	 	By:	/s/ Herman H. Spolders
	 	R. Keith Baker, MBA, Ph.D.	 	 	Herman H. Spolders
	 	Sr. Director Licensing and Technology Development	 	 	Managing Director
	 	 	 
	Date:	 	Date: 


 


I have read and agree to abide by the terms of this Amendment.


 





	By:	/s/ Dr. David Sidransky 	 	Date:	06/14/2005
	 	Dr. David Sidransky 	 	 	 
	 	 	 	 	 
	By:		 	Date:	 
	 	Dr. Jonathan Epstein	 	 








 






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IN WITNESS WHEREOF the respective parties hereto
have executed this Amendment by their duly authorized officers as of the date first set forth above.


 





	THE JOHNS HOPKINS UNIVERSITY	 	ONCOMETHYLOME SCIENCES, S.A.
	 	 	By:	 Herman H. Spolders, BVBA 
	 	 	 	Chief Executive Officer
	 	 	 	 
	By:	/s/ R. Keith Baker	 	By:	/s/ Herman H. Spolders
	 	R. Keith Baker, MBA, Ph.D.	 	 	Herman H. Spolders
	 	Sr. Director Licensing and Technology Development	 	 	Managing Director
	 	 	 
	Date:	 	Date: 


 


I have read and agree to abide by the terms of this Amendment.


 


 





	By:		 	Date:	
	 	Dr. David Sidransky 	 	 	 
	 	 	 	 	 
	By:	/s/ Dr. Jonathan Epstein	 	Date:	06/20/2005
	 	Dr. Jonathan Epstein	 	 


 






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