Exhibit 10.13.1  


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.


 SECOND AMENDMENT TO

LICENSE AGREEMENT  


        This SECOND AMENDMENT TO LICENSE AGREEMENT (this "Second
Amendment"), dated as of November 6 2007, is entered into between SRI INTERNATIONAL, a California
not-for-profit corporation ("SRI"), SLOAN-KETTERING INSTITUTE FOR CANCER
RESEARCH, a New York not-for-profit corporation ("SKI"), SOUTHERN RESEARCH
INSTITUTE, an Alabama not-for-profit corporation ("SoRI" and, together with SRI and SKI, the
"Licensor"), and ALLOS THERAPEUTICS, INC., a Delaware corporation
("Allos"). Allos and Licensor are each sometimes individually referred to herein as a "Party" and
collectively as the "Parties." 


WITNESSETH  


        WHEREAS, the Parties entered into that certain License Agreement dated as of
December 23, 2002 (the "Original Agreement"), pursuant to which Allos obtained from Licensor an exclusive license to certain patent rights and
know-how relating to a proprietary compound known as PDX in exchange for certain rights and consideration provided to Licensor; 



        WHEREAS, the Parties entered into a First Amendment to the Original Agreement dated as of May 9, 2006 (the
"First Amendment") (the Original Agreement and First Amendment are sometimes collectively referred to herein as the "License
Agreement"); 


        WHEREAS, the Parties now desire to further amend the License Agreement to modify the terms and conditions relating to certain payments
payable to Licensor thereunder; 


        NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows: 


AGREEMENT  


        1.     All capitalized terms used but not defined herein shall have the meanings assigned to them in the License Agreement. 


1







 

        2.     Section 3.3 of the License Agreement is hereby deleted in its entirety and replaced with the following: 



        3.3    Milestone Payments.    Allos shall pay Licensor the following one-time milestone payments within
[*] of the date of achieving each milestone: 



 






 



					
	Milestone



 
	 	Amount 	 
	 1. The earlier of: (a) enrollment of the first patient in a multi-center, Allos-sponsored Phase II Trial; or (b) eighteen (18) months
from the Effective Date. 
	 	$	1,000,000 (Paid)	 
	 2. The earlier of: (a) enrollment of the first patient in an Allos-sponsored Registration Trial (as defined below);
or (b) four (4) years from the Effective Date, payable at the rate of $500,000 per year until enrollment of the first patient in an Allos-sponsored Registration Trial, at which time the balance shall be paid in full. 
	 	
$	

2,000,000 ($500,000 Paid)	 
	 3. FDA acceptance of NDA for review. 
	 	
$	

1,500,000	 
	 4. US FDA approval for sale of Product. 
	 	
$	

5,300,000	 
	 5. EU Approval for sale of Product. 
	 	
$	

3,500,000	 




 

 
Licensor
acknowledges and agrees that, as of the date of this Second Amendment, Allos has fully paid Milestone 1 above and has paid $500,000 of Milestone 2 above. 


For
purposes of this Section 3.3, a "Registration Trial" shall mean any clinical trial that is reasonably expected to form the primary basis of an efficacy claim in support of the submission of
an NDA (whether it is a Phase II, Phase III or Phase II/III Trial) for an indication with an estimated U.S. prevalence over 250,000. 



Each
milestone payment set forth in this Section 3.3 shall be payable by Allos only once; provided, however, in the event that any Product
receives U.S. FDA Approval for sale triggering Milestone 4 without having previously triggered payment of Milestones 2 and 3, each of the amounts for Milestones 2 and 3 shall be due and payable with
and in addition to Milestone 4. 




        3.     Licensor hereby represents and warrants to Allos that: (a) it has taken all necessary corporate action to authorize
the execution and delivery of this Second Amendment; and (b) this Second Amendment has been duly executed and delivered on behalf of Licensor, and constitutes a legal, valid, binding
obligation, enforceable against Licensor in accordance with its terms. 


        4.     This Second Amendment shall be made part of the Agreement and be governed by all its terms. 


        5.     This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. 


        6.     This Second Amendment shall be effective upon its execution by each of SRI, SKI, SoRl and Allos. 


2







 

        IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their duly authorized representatives as of the date
first set forth above. 

 






 



							
	
 SRI INTERNATIONAL	
 	

ALLOS THERAPEUTICS, INC.
	
 By:	
 	
/s/ JOHN MCINTIRE







 	
 	
By:	
 	
/s/ MARC H. GRABOYES







 
	Name:	 	John McIntire	 	Name:	 	Marc H. Graboyes
	Title:	 	 Deputy General Counsel	 	Title:	 	 Vice President, General Counsel
	
 SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH	
 	

SOUTHERN RESEARCH INSTITUTE
	
 By:	
 	
/s/ GUSTAVE BERNHARDT







 	
 	
By:	
 	
/s/ DAVID W. MASON







 
	 	 	Gustave J. Bernhardt	 	Name:	 	David W. Mason
	Title:	 	 Director, Research Resources Management	 	Title:	 	 Director CIP




 

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