First Amendment Stock Purchase Agreement



 Exhibit 10.40 
 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT 
 THIS FIRST
AMENDMENT (THE “FIRST AMENDMENT”) DATED FEBRUARY 28, 2012 TO THE STOCK PURCHASE AGREEMENT (THE “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”). 

RECITALS 
 WHEREAS, Company and the Investors (collectively, the “Parties”) are parties to the Agreement which became effective on December 29, 2011; and 

WHEREAS, the Company and Investors wish to amend Section 3.1 of the Agreement to extend the Additional Closing Date from
February 29, 2012 until March 23, 2012; and 
 NOW THEREFORE, in consideration of the mutual covenants and
promises contained in the Agreement and this First 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 First Amendment shall be governed by the laws of the State of California without regard to its
conflict of laws rules or principles. 
 3. Amendments. Except as expressly amended hereby, the Agreement shall remain
unmodified and in full force and effect. 

  
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 4. Entire Agreement. This First 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 First Amendment but not otherwise defined shall have the meaning provided in
the Agreement. 
 6. Counterparts. This First 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 

FIRST 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 First Amendment as of the date first 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 

FIRST 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 First Amendment as of the date first 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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