Exhibit 10.1


 


License Amendment


L-226-1996/1


 


WHEREAS,
the National Institutes of Health (“NIH”), on
behalf of the Public Health Service (“PHS”) and the
Department of Health and Human Services (“DHHS”), and
NeoPharm, Inc. (“Licensee”) entered into license agreement
(L-226-1996/0; the “Agreement”)
effective September 23, 1997 under which HHS Ref. E-266-1994/0 corresponding to
U.S. Patent 5,614,191; U.S. Patent 5,919,456; U.S. Patent 6,518,061; U.S.
Patent Application 10/318,608, European Patent Application 96909693.2,
Australian Patent 714,541, Canadian Patent Application 2215122, and Japanese
Patent Application 8-528499 entitled “IL-13 Receptor Specific Chimeric Proteins
And Uses Thereof,” were exclusively licensed and U.S. Patent 4,892,827 entitled
“Recombinant Pseudomonas Exotoxins: Construction Of An Active Immunotoxin With
Low Side Effects,” was licensed non-exclusively as background rights.


 


WHEREAS, PHS
and Licensee have agreed to mutually
beneficial terms for the licensing of IL-13PE38QQR compounds and compositions
and additionally to a convection enhanced delivery method of administering the
same.


 


WHEREAS, Licensee has
agreed to modify the Agreement to
remove the royalty stacking provision and adjust the earned royalty rates in
consideration for a payment of additional earned royalties on convection
enhanced drug delivery methods set forth in nonexclusive license L-024-2006/0,
which is executed concurrently herewith.


 


NOW THEREFORE, in consideration of the
foregoing, PHS and Licensee
hereby agree to amend the license Agreement as follows:


 


Paragraph 3 in
Appendix C—Royalties is deleted and replaced with the following:


 


3. Licensee agrees to pay PHS an earned
royalty of Three and One Half Percent (3.5%) on Net Sales.


 


Paragraph 14.02 is deleted and replaced
with the following:


 


14.02       This Agreement
constitutes the entire agreement between the Parties relating to the subject
matter of the Licensed Patent Rights, and all prior negotiations, representations,
agreements, and understandings are merged into, extinguished by, and completely
expressed by this Agreement except
for nonexclusive license L-024-2006/0.


 


In all other respects, the Agreement effective September 23, 1997 remains
in full force and effect.


 


The effective date of this License Amendment shall be the date when
the last party hereto signs.


 


SIGNATURES BEGIN ON NEXT PAGE


 


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SIGNATURE PAGE


 


IN WITNESS WHEREOF, the parties hereto have
executed this License Amendment in
duplicate originals by their respective duly authorized officers hereunto, on
the day and year hereinafter written. Any communication or notice to be given
shall be forwarded to the respective addresses listed below.


 


For PHS:


 


	
  /s/ Steven M. Ferguson

  	
   

  	
  3/28/06

  	
   

  
	
  Steven M. Ferguson, M.B.A.

  	
   

  	
  Date

  
	
  Director, Division of
  Technology Development and Transfer

  	
   

  
	
  Office of Technology
  Transfer

  	
   

  
	
  National Institutes of
  Health

  	
   

  



 


Mailing Address for Notices:


 


Office of Technology Transfer


National Institutes of Health


6011 Executive Boulevard, Suite 325


Rockville, Maryland 20852-3804 U.S.A.


 


For Licensee (Upon information and belief, the undersigned
expressly certifies or affirms that the contents of any statements of the Licensee made or referred to in this License Amendment are truthful and accurate.)


 


by:


 


	
  /s/ Guillermo A. Herrera

  	
   

  	
  5/30/06

  	
   

  
	
  NeoPharm, Inc.

  	
   

  	
  Date

  
	
  150 Field Drive

  	
   

  
	
  Suite 195

  	
   

  
	
  Lake Forest, IL 60045

  	
   

  



 


Official and Mailing Address for Notices:


 


NeoPharm, Inc.


150 Field Drive


Suite 195


Lake Forest, IL 60045


 


Any false or misleading statements made,
presented, or submitted to the Government, including any relevant omissions,
under this License Amendment and
during the course of negotiation of this License
Amendment are subject to all applicable civil and criminal statutes
including Federal statutes 31 U.S.C. §§ 3801-3812 (civil liability) and 18
U.S.C. § 1001 (criminal liability including fine(s) and/or imprisonment).


 


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