Second Amendment to Stock Purchase Agreement



 Exhibit 10.41 
 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT 
 THIS SECOND
AMENDMENT (THE “SECOND AMENDMENT”) DATED MARCH 30, 2012 TO THE STOCK PURCHASE AGREEMENT (THE “ORIGINAL AGREEMENT”) DATED AS OF DECEMBER 29, 2011 AMONG SORRENTO THERAPEUTICS, INC. (THE “COMPANY”) AND EACH OF THE
INVESTORS LISTED ON EXHIBIT A-1 AND EXHIBIT A-2 (EACH, AN “INVESTOR” AND COLLECTIVELY, THE “INVESTORS”), AND AS AMENDED FEBRUARY 28, 2012 (THE “FIRST AMENDEMNT,” AND TOGETHER WITH THE ORIGINAL AGREEMENT, THE
“AGREEMENT”). 
 RECITALS 
 WHEREAS, Company and the Investors (collectively, the “Parties”) are parties to the Agreement which became effective on December 29, 2011, which was amended on February 28,
2012; and 
 WHEREAS, the Company and Investors wish to amend Section 3.1 of the Agreement to extend the Additional
Closing Date from March 23, 2012 until May 15, 2012; and 
 NOW THEREFORE, in consideration of the mutual
covenants and promises contained in the Agreement and this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lenders agree as follows: 

AMENDMENT 
 1. Amendment to Section 3.1 of Agreement. Section 3.1 of the Agreement is hereby amended and restated in its entirety as follows: 

 

	 	3.1	Closings. The closing of the issuance and sale of the Shares referred to on EXHIBIT A-1 pursuant to Section 2.1(a)
hereof (the “Initial Closing”) shall take place contemporaneously with the execution of this Agreement by the Company and the Investors participating in such Closing (the “Initial Closing Date”)
at the offices of Latham & Watkins LLP, in San Diego, CA, or such other place as agreed to by the Company and such Investors; provided, however, that the Initial Closing shall occur by no later than 5 p.m. (PT) on December 30,
2011. The closing of the issuance and sale of the Shares referred to on EXHIBIT A-2 pursuant to Section 2.1(b) hereof, if applicable (the “Additional Closing” and, together with the Initial
Closing, the “Closings”), shall take place contemporaneously with the execution of a counterpart signature page to this Agreement by each of the Investors participating in such Closing, and acceptance of such counterpart
signature page(s) by the Company (the “Additional Closing Date” and, together with the Initial Closing Date, the “Closing Dates”) at the offices of Latham & Watkins LLP, in San
Diego, CA, or such other place as agreed to by the Company and such Investors; provided, however, that the Additional Closing shall occur by no later than 5 p.m. (PT) on March 23, 2012. 


2. Governing Law. This Second Amendment shall be governed by the laws of the State of California without regard to its conflict of
laws rules or principles. 

  
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 3. Amendments. Except as expressly amended hereby, the Agreement shall remain
unmodified and in full force and effect. 
 4. Entire Agreement. This Second Amendment and the Agreement and any
schedules or exhibits attached to the Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto. 

5. Interpretation. Any capitalized terms used in this Second Amendment but not otherwise defined shall have the meaning provided
in the Agreement. 
 6. Counterparts. This Second Amendment may be executed manually, electronically
in Adobe® PDF file format, or by facsimile by the Parties, in any number of counterparts, each of which shall be
considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party. 
 [SIGNATURE PAGES BEGIN ON NEXT PAGE] 

  
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 COUNTERPART SIGNATURE PAGES TO 

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT 
 BY AND AMONG 
 SORRENTO THERAPEUTICS, INC. AND THE INVESTORS

 IN WITNESS WHEREOF, the Company and each of the Investors have executed this Second Amendment as of the date Second above
written. 
  

			
		 	COMPANY:
	
	Sorrento Therapeutics, Inc.
		
	By:	 	/s/ Henry Ji
	Name: Henry Ji, Ph.D.
	Title:   Interim CEO



  
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 COUNTERPART SIGNATURE PAGES TO 

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT 
 BY AND AMONG 
 SORRENTO THERAPEUTICS, INC. AND THE INVESTORS

 IN WITNESS WHEREOF, the Company and each of the Investors have executed this Second Amendment as of the date Second above
written. 
  

			
	INVESTOR:
	
	Donald R. Scifres 2011 Annuity Trust Y
		
	By:	 	/s/ Donald R. Scifres
	Name:	 	Donald R. Scifres
	Title:	 	Trustee



  
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