Exhibit 10.12

 

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

 

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 28, 2011 (“Effective Date”), between OncoSec Medical Incorporated, a Nevada corporation (the “Purchaser”), and Inovio Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with the principal place of business at 1787 Sentry Parkway West, Bldg 18, Suite 400, Blue Bell, Pennsylvania 19422.

 

RECITALS

 

WHEREAS, the Purchaser and Company entered into an Asset Purchase Agreement on March 14, 2011 (“APA Agreement”), transferring assets and properties related to SECTA Technology and related assets;

 

WHEREAS, the Company and Purchaser desire to amend certain payment terms of the APA Agreement;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

 

1.             Capitalized terms in this Amendment shall have the same meaning as set forth in the APA Agreement, unless defined otherwise in this Amendment.  All of the other terms and conditions of the APA Agreement shall continue in full force and effect. This Amendment, together with the APA Agreement, constitutes the entire agreement between the parties hereto regarding the subject matter hereof and supersedes any prior and/or contemporaneous agreement(s), understanding(s) and/or negotiations(s).

 

2.             Amendment.   Article 2.1 (a) (i) of the APA Agreement shall be amended and restated in its entirety to read as follows:

 

Cash in an amount equal to $3,000,000 according to the following schedule:

 

	
Amount
    	
 
    	
Time Period
    
	
 
    	
 
    	
 
    
	
$
    	
250,000
    	
 
    	
Closing Date (Closing Date payment referred   to as “Closing Payment”)
    
	
 
    	
 
    	
 
    
	
$
    	
100,000
    	
 
    	
by September 30, 2011
    
	
 
    	
 
    	
 
    
	
$
    	
650,000
    	
 
    	
earlier of:

 

i)      30 days following the receipt by the Purchaser of aggregate net   proceeds of more than $5,000,000 from one or more financings occurring on or   after September 30, 2011, or

 

ii)     March 31, 2012
    
	
 
    	
 
    	
 
    
	
$
    	
500,000
    	
 
    	
first anniversary of the Closing Date
    
	
 
    	
 
    	
 
    
	
$
    	
500,000
    	
 
    	
eighteen (18) months from the Closing Date
    
	
 
    	
 
    	
 
    
	
$
    	
1,000,000
    	
 
    	
second anniversary of the Closing Date
    


 











 

3.             Issuance of Warrant.  In consideration for the amendment of Article 2.1(a)(i) of the APA Agreement as provided in Section 2 of this Amendment, Purchaser shall issue to the Company a warrant to purchase 1,000,000 shares of Purchaser’s common stock dated of even date herewith, with such terms and in substantially the form attached hereto as Exhibit A.

 

[Remainder of Page Intentionally Left Blank]

 











 

IN WITNESS WHEREOF, each of the parties hereto has caused this First Amendment to Asset Purchase Agreement to be executed on its behalf as of the date first above written.

 

	
 
    	
INOVIO   PHARMACEUTICALS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ J. Joseph Kim
    
	
 
    	
 
    
	
 
    	
Name:
    	
J. Joseph Kim
    
	
 
    	
 
    
	
 
    	
Title:
    	
President and CEO
    
	
 
    	
 
    
	
 
    	
Date:
    	
September 28, 2011
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ONCOSEC MEDICAL   INCORPORATED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Punit Dhillon
    
	
 
    	
 
    
	
 
    	
Name:
    	
Punit S. Dhillon
    
	
 
    	
 
    
	
 
    	
Title:
    	
President and CEO
    
	
 
    	
 
    
	
 
    	
Date:
    	
September 28, 2011
    


 











 

EXHIBIT A

 

FORM OF WARRANT