EXHIBIT 10.35


 


Portions Subject to
Confidential Treatment Request Under Rule 406


 


R&D
COLLABORATION AND LICENSE AGREEMENT


 


 


BETWEEN


 


VGX
PHARMACEUTICALS, INC.


 


(VGX)


 


 


AND


 


 


VGX
INTERNATIONAL


 


(VI)


 

















 


R&D
COLLABORATION AND LICENSE AGREEMENT


 


This R&D Collaboration and License Agreement (“AGREEMENT”) is
between VGX Pharmaceuticals, Inc. (“VGX”),
a Delaware corporation, with offices located at 450 Sentry Parkway East, Blue
Bell, Pennsylvania 19422, and VGX
International Inc. (“VI”), a
corporation having an address of Jung-Hun Building, #701, 944-1 Daechi 3-Dong, Gangnam-gu,
Seoul, Korea.


 


A. Whereas VGX controls certain intellectual property
related to VGX-100 (Recombinant Viral Protein R (rVpr)) (hereinafter referred
to as “VGX-100”) a drug for treating all and any disease indications in humans
and animals, including but not limited to those listed in Attachment I; and


 


B. Whereas VGX and VI desire to enter into an agreement for exclusive worldwide rights to
conduct research, development activities, sale, licensing, and marketing of
VGX-100 for Gastric Cancer for humans.


 


NOW, THEREFORE, in consideration of the promises and covenants
contained in this AGREEMENT and intending to be legally bound, the parties
hereby agree as follows:


 


1.             DEFINITIONS


 


1.1   CALENDAR QUARTER means each
three-month period, or any portion thereof, beginning on January 1, April 1,
July 1 and October 1.


 


1.2   CALENDAR YEAR means each
12-month period beginning on January 1.


 


1.3   EFFECTIVE DATE means the date
on which VI and VGX have both fully executed this AGREEMENT.


 


1.4   FAIR MARKET VALUE means the
cash consideration which VGX or VI thereof would realize from an unaffiliated,
unrelated buyer in an arm’s length sale of an identical item sold in the same
quantity and at the same time and place of the transaction.


 


1.5   NET SALES is defined as the
gross amount of monies or cash equivalent or other consideration which is paid
by unrelated third parties to VGX or VI for VGX-100 by sale or other mode of
transfer, less all qualifying costs directly attributable to such sales, which
are made, made for, used or sold by VI, its agents, employees and/or
independent contractors.


 


NET SALES of a commercial
product comprising one or more VGX R&D PRODUCTS and one or more other
active ingredients (a “COMBINATION PRODUCT”) shall be calculated as set forth
above, subject to the provisions of Section 3.1.3.


 


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1.6   VGX R&D PRODUCT(S) means
product(s) which is/are made, made for, used by, imported by or for, sold
by or offered for sale for each indication and/or any agents and contractors(s) to
unrelated third parties which (1) in the absence of this AGREEMENT would
infringe at least one claim of VGX PATENT RIGHTS described in patents listed in
Attachment I, or (2) use a process and/or machine covered by at least one
claim of VGX PATENT RIGHTS described in patents listed in Attachment I or
utilize VGX KNOW-HOW TECHNOLOGY.


 


1.7   SALE means any bona fide
transaction for which consideration payment is received or expected for the
sale, use, lease, transfer or other disposition of VGX R&D PRODUCT(S) to
an unrelated third party.  A SALE of VGX
R&D PRODUCT (S) shall be deemed completed at the time VGX or VI, their
agents, or their contractors receive payment for such VGX R&D PRODUCT (S).


 


1.8   VGX KNOW-HOW TECHNOLOGY shall
mean VGX’s technical information and materials, including without limitation,
technology, preclinical or clinical data, bacterial strains, genetic
constructs, chemicals, inventions (patentable or otherwise), practices,
methods, knowledge, know-how, skill, and experience related directly or
indirectly to VGX-100.


 


1.9   VGX PATENT RIGHTS means all of
VGX’s interest in the rights represented by or issuing from (including all
claims referenced within) those patent applications listed in ATTACHMENT I and
all future interests in such rights anywhere in the world of the VGX-100
intellectual property.


 


2.             R&D COLLABORATION


 


Subject to the terms and
conditions of this AGREEMENT, VGX and VI shall collaborate to research, develop
and market VGX R&D PRODUCTS for GASTRIC CANCER. No other rights are granted
by either party hereunder.  This
agreement shall not impair VI’s freedom (without any restriction or any
obligation to VGX) to research, develop, and market products for GASTRIC
CANCER, except for the restrictions in this Agreement.


 


2.1   VGX shall provide VGX-100
(Recombinant Vpr Protein) necessary for the production or intended for
production of VGX R&D PRODUCT(S) upon VI’s request. VI shall reimburse
VGX for the costs of such VGX 100 at a price to be mutually agreed. VGX and VI
shall share pre-clinical testing data, and clinical results for product
development and clinical development.


 


3.             COST SHARING, FEES,
AND ROYALTIES


 


3.1   Cost Sharing, Fees and
Royalties.


 


3.1.1        VGX agrees
to waive Upfront Fees.


 


3.1.2        Research and
Development Costs.


 


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3.1.2.1     VI and VGX
agree to share the Research and Development costs on a mutually agreeable
basis.


 


3.1.2.2     VI shall pay
to VGX the following R&D milestone cost reimbursements to cover the costs
of out-of-pocket, third-party expenses spent to conduct research and
development of VGX-100 prior to the Effective Date.


 




	
  Due Date

  	
   

  	
  Payment

  
	
   

  	
   

  	
   

  
	
  Upon
  completion of IND-enabling Toxicology Studies

  	
   

  	
  ******

  
	
   

  	
   

  	
   

  
	
  Upon submission of an IND

  	
   

  	
  ******

  






 


3.1.3        In
consideration of the exclusive worldwide rights granted to
VI, VI shall pay to VGX, on a quarterly basis, a royalty of ****** of the NET
SALES of each VGX R&D PRODUCT(S), which is sold by VI, its agent(s), and/or
independent contractor(s) of VI for a period of ten (10) years from
the date of the first SALE of VGX R&D PRODUCT(S) in any country
covered by such patent issuance or until such time as the related patent
protection on expires in such country, whichever is the later to occur.


 


3.1.4        In the event
one or more VGX R&D PRODUCT(S) are sold in a COMBINATION PRODUCT, the
amount of royalties and agents’ and/or contractors’ revenues paid to VGX
pursuant to this Section 3.1 shall be based on the portion of the FAIR
MARKET VALUE of such combination of products reasonably attributable to the VGX
R&D PRODUCT(S).


 


3.2   Diligence and Milestone Fees.


 


3.2.1        VI shall use
commercially reasonable efforts to develop for SALE and to market VGX R&D
PRODUCT(S) as drugs for treating GASTRIC CANCER indication.  VI agrees to pay VGX the following Milestone
Payments.  The amount of the Milestone
Payments (except for the one of Phase I clinical testing) shall be determined
within 6 months prior to the scheduled initiation of a Phase II clinical trial
for VGX-100.  The amount shall be
determined based on the industry benchmark as described below, and  said payments are payable by VI to VGX within
sixty (60) days after the achievement of the respective milestone event.  The data on industry benchmark on such
license terms shall be based on the benchmark data gathered by firms such as
Recombinant Capital (http://www.recap.com) or other similar data gathering or
consulting firms.  If the parties cannot
agree on the payment amount, the parties agree to hire two or more
internationally reputable investment banks or accounting firms to determine
said amount based on the firms’ own experience and expertise, or on the
recommendation of an expert hired by them.


 


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  Due Date

  	
   

  	
  Payment

  
	
   

  	
   

  	
   

  
	
  Upon
  completion of Phase I safety and dose-escalation studies

  	
   

  	
  To be determined (TBD) prior to the initiation of
  Phase I Studies

  
	
   

  	
   

  	
   

  
	
  Upon
  completion of patient accrual for GASTRIC CANCER Phase II clinical trial for
  VGX-100

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  
	
  Upon
  completion of patient accrual for GASTRIC CANCER Phase III clinical trial for
  VGX-100

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  
	
  Upon
  NDA submission for VGX-100 for GASTRIC CANCER

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  
	
  Upon NDA
  approval for VGX-100 for GASTRIC CANCER

  	
   

  	
  TBD

  






 


3.3   Currency, Payment Method.


 


All
dollar amounts referred to in this AGREEMENT are United States dollars.  All payments to VGX under this AGREEMENT
shall be made in United States dollars by check or wire-transfer.  If VI receives revenues from SALES of VGX
R&D PRODUCTS in currency other than United States Dollars, revenues shall
be converted into United States dollars at the conversion rate for the foreign
currency as published in the eastern edition of The Wall Street Journal as of
the last business day of the applicable CALENDAR QUARTER.


 


3.4 Option to
Co-Development and Co-Marketing Rights.


 


3.4.1
Upon completion of Phase II for GASTRIC CANCER, VGX shall have an option to
develop and market VGX-100 for GASTRIC CANCER in the United States and
Europe.  Once the option is exercised,
VGX shall assume all costs for development and filings in the U.S. and Europe for GASTRIC
CANCER.  In return, VGX shall pay to VI,
on a quarterly basis, a royalty of ****** of the NET SALES of each VGX R&D
PRODUCT for GASTRIC CANCER only, which is sold by VGX, its agent(s), and/or
independent contractor(s) of VGX in the U.S. and Europe,  VGX shall exercise the said option by
providing a written notice to VI anytime during the effective term of this
Agreement.


 


3.4.2  If VI, its agents, or contractors fails to
lead VGX-100 to an initiation of Phase II Clinical trial for GASTRIC CANCER
within 5 years from the effective date, VI shall return all rights specified in
this Agreement back to VGX.


 


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4.             CONFIDENTIALITY


 


4.1   CONFIDENTIAL INFORMATION means
and includes all technical and business information, plans, inventions,
developments, discoveries, improvements, software, know-how, procedures,
methods, techniques, formulae, data, processes, studies, and other proprietary
ideas, whether or not patentable or copyrightable, that a party hereto
identifies as confidential or proprietary at the time it is delivered or
communicated to the other party hereto, or any other information that should
reasonably be recognizable by its nature to be confidential or trade secret
information of a party (including, without limitation, information respecting
such party’s business plans, sales and sales methods, customers and prospective
customers). CONFIDENTIAL INFORMATION should be in writing and marked
confidential or, if oral, should be reduced to writing within thirty (30) days
of disclosure and marked confidential.


 


4.2   Each party shall maintain in
confidence and not disclose to any third party any CONFIDENTIAL INFORMATION of
the other party during the term of this Agreement and for five (5) years
after the date of termination of this Agreement.  Each party shall ensure that its employees
have access to CONFIDENTIAL INFORMATION of the other party only on a need-to-know
basis, and are obligated to abide by such party’s obligations under this
Agreement.  The foregoing obligation
shall not apply to:


 


4.2.1        information
that is known to the receiving party prior to the time of disclosure, and was
not received directly or indirectly from the disclosing party hereunder in
violation of a confidentiality obligation, unless  independently developed by or for the
receiving party, without exposure to or benefit of the disclosing party’s
CONFIDENTIAL INFORMATION, in each case, to the extent evidenced by written
records; and


 


4.2.2        information
disclosed to the receiving party, without restriction, by a third party that
has a right to make such disclosure; and


 


4.2.3        information
that was or becomes patented, published or otherwise part of the public domain
as a result of acts by the disclosing party or a third person developing or
obtaining such information as a matter of right; and


 


4.2.4        information,
which the disclosing party permits, in writing, the receiving party to publicly
disclose.


 


If a receiving
party is required to disclose any of the disclosing party’s CONFIDENTIAL
INFORMATION by order of a governmental authority or a court of competent
jurisdiction; the receiving party shall timely inform its disclosing party,
reasonably cooperate at the disclosing parties expense with any reasonable
action the disclosing party takes to attempt to obtain confidential treatment
of such information by the authority or court, and limit its disclosure of such
information to the extent practical.


 


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Note: Confidential
information shall not be disclosed to third party and this rule shall
apply to both VGX and VI. This is particularly true for process development
data.


 


5.             TERM AND TERMINATION


 


5.1   This AGREEMENT, unless sooner
terminated as provided in this AGREEMENT, shall terminate upon the earlier of: (a) expiration
of the last-to-expire patent or (b) twenty (20) years after the EFFECTIVE
DATE.


 


5.2   VI may terminate this Agreement
(a) upon thirty (30) days written notice to VGX, if the sale or other
exploitation of the VGX R&D PRODUCT(s) becomes technologically or
commercially unfeasible; or (b) upon sixty (60)-days written notice to
VGX, and by doing all of the following:


 


5.2.1        ceasing to
make, have made, use, import, sell and offer for sale all VGX R&D PRODUCTS;
and


 


5.2.2        paying all
monies owed to VGX up to the date of the termination excluding any future
obligation under this AGREEMENT.


 


5.3   VGX may terminate this
AGREEMENT, upon sixty (60)-days written notice to VI, if any of the following
events of default (“Default”) occur:


 


5.3.1        VI is more
than ninety (90) days late in paying to VGX royalties, expenses or any other
monies due under this AGREEMENT and VI does not immediately pay VGX in full any
amounts due upon demand; or


 


5.3.2        VI
experiences a Trigger Event (defined below);


 


5.3.3        VI
materially breaches this AGREEMENT and does not cure the material breach within
ninety (90) days after the receipt of the written notice of such  breach.


 


5.4   “Trigger Event” means any of
the following:


 


 If VI:


 


5.4.1.1     becomes
insolvent, bankrupt or generally fails to pay its material debts as such debts
become due; or


 


5.4.1.2     is
adjudicated insolvent or bankrupt; admits in writing its inability to pay its debts;
or shall suffer a custodian, receiver or trustee for it or substantially all of
its property to be appointed and, if appointed without its consent, is not
discharged within thirty (30) days of such appointment; or


 


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5.4.1.3             makes an
assignment for the benefit of creditors; or suffers proceedings under any law
related to bankruptcy, insolvency, liquidation or the reorganization,
readjustment or the release of debtors to be instituted against it and, if
contested by it, not dismissed or stayed within thirty (30) days;


 


5.4.2        If
proceedings under any International law related to bankruptcy, insolvency,
liquidation, or the reorganization, readjustment or the release of debtors are
instituted or commenced by VI;


 


5.4.3        If any order
for relief is entered relating to any of the proceedings described in Sections
5.4.2 ;


 


5.4.4        If VI shall
call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts; or


 


5.4.5        If VI shall,
by any act or failure to act, indicate its consent to, approval of or
acquiescence in any of the proceedings described in Sections 5.4.2, 5.4.3,
5.4.4.


 


5.4.6        In
the event of a “change in control” of VI, VI shall promptly notify VGX of such
change in control and VGX shall be permitted to terminate this Agreement at VGX’s
option.  A “change of control” means a
change in the direct or indirect power to direct or cause the direction of the
management and policies of VI, whether through ownership or voting securities,
by contract or otherwise


 


5.5   The provisions of Sections 5.3
and 5.4 shall apply to a Default of, or a Trigger Event experienced by, any
agents and/or contractors of VI ‘s rights hereunder if and to the extent that
such Default of, or Trigger Event experienced by, the agents and/or contractors(s) cause
VI to fail to meet its diligence obligations under Section 3.2.


 


5.6   In the event of a termination
under Section 5.1 or 5.3, all duties of VGX (other than under Sections
5.11) and all rights (but not duties) of VI (other than under Section 5.11)
under this AGREEMENT immediately terminate without the necessity of any action
being taken either by VI or by VGX, provided, however, that in no event shall
the foregoing be construed to obligate VI to pay any amounts accruing under
Sections 3.1  after the date of
termination except under Section 5.10. 
Upon and after any termination of this AGREEMENT, the rights covered by
this agreement for VI and any agents and/or contractors thereof to manufacture,
sale, marketing, importation and/or distribution of VGX R&DPRODUCT(s) shall
terminate on the same date of the termination of the agreement, except
otherwise specified in this agreement or agreed upon by both parties.


 


7

















 


5.7   Upon termination of this
AGREEMENT, each (receiving) party shall, at the other (disclosing) party’s
request, return to the other party all CONFIDENTIAL INFORMATION (except for one
copy for archival purposes) of the other party provided hereunder.


 


5.8   Upon termination of this
AGREEMENT under section 5.2 and 5.3, VI shall cause physical inventories to be
taken as soon as commercially practicable and in any event no later than sixty
(60) days after termination of: (a) all completed VGX R&D PRODUCT(s) on
hand, under the control of VI, its agents, or contractors thereof; and (b) such
VGX R&D PRODUCT(s) as are in the process of manufacture and component
parts thereof as of the date of termination of this AGREEMENT, which
inventories shall be recorded in writing. 
VI shall deliver copies of such written inventories, verified by an
officer of VI, forthwith to VGX.  VGX
shall have forty five (45) days after receipt of such verified inventories
within which to challenge the physical inventory and request an audit thereof.


 


5.9   Upon termination of this
agreement under section 5.1, VI shall pay all monies owed to VGX up to the date
of the termination.


 


5.10 Notwithstanding the foregoing, if
this AGREEMENT terminates other than pursuant to Section 5.3.1 or 5.3.2,
VI shall have a period of six (6) months to sell off its inventory of VGX
R&D PRODUCT(S) existing on the date of termination of this AGREEMENT
and shall pay royalties to VGX with respect to such VGX R&D PRODUCT(S) within
thirty (30) days following the expiration of such six-month period.


 


5.11 Each party’s obligation to pay
all monies owed and accruing as of the date of termination under this AGREEMENT
shall survive termination of this AGREEMENT. 
In addition, the provisions of Articles 4, 5, 6, 7 and 8 shall survive
such termination.


 


	
  6.

  	
  REPRESENTATIONS AND
  WARRANTIES OF VGX AND VI; DISCLAIMER OF ADDITIONAL WARRANTIES;
  INDEMNIFICATION

  



 


6.1   VGX represents and warrants to
VI that VGX has the full authority to execute and deliver this AGREEMENT.


 


6.2   VI acknowledges that VGX holds
world-wide exclusive rights, granted by PENN to VGX, to develop VGX-100 for the
treatment of any indications.  VI agrees
to assume all royalty obligations to PENN with regards to the GASTRIC CANCER
indication as outlined in Section 3.1.3.


 


6.3   VGX and VI will work together
to file and maintain the patents and/or patent applications listed in
ATTACHMENT I before the deadline permitted by the relevant international and US
patent laws.


 


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6.4   From the Effective Date, VI
agrees to pay a portion of the costs of maintaining and filing the patents
and/or patent applications listed in ATTACHMENT I.  To fulfill this requirement, VI will directly
pay IP maintenance payment of ****** to the Intellectual Property law firm (s) designated
by VGX within thirty (30) days from the Effective Date and ****** annually
thereafter.  A separate Client and
Billing Agreement may be signed by VGX, VI, and the designated law firm(s) to
facilitate these payments.


 


6.5   VGX shall defend and indemnify
and hold VI (and its respective officers, directors and employees) harmless
against any and all Losses, arising out of, relating to, based on, or caused by
(A) the breach by VGX of any representation or warranty contained in this
Agreement, (B) a claim that the formulation or manufacture of the VGX-100
by VGX for VI or other activities of VGX under this Agreement infringe on the
patent or other intellectual property rights of a third party, (C) any
governmental or regulatory action arising out of VGX, or (D) any
negligence or intentional misconduct by VGX in connection with performing its
obligations under this Agreement, in each case except to the extent that such
Losses arise from or are aggravated in any substantial respect by the negligent
acts of or failure to act by VI or its agents and/or  contractors. 
VI will promptly notify VGX of any such Losses which come to VI’s
attention, but failure to do so will not relieve VGX of its indemnification
obligations under this Section 6.3 except to the extent any such delay
results in a material prejudice to VGX. 
Notwithstanding anything to the contrary in this Agreement, VGX shall
not be liable for any Losses to the extent that the Losses suffered by VI (and
its officers, directors and employees) are the result of or in consequence of
any failure by the indemnified party to take reasonable and prudent action to
mitigate any Losses.


 


6.6   VI shall defend and indemnify
and hold VGX (and its affiliates, including its agents and/or contractors, and
their respective officers, directors and employees) harmless against any
Losses, arising out of, relating to, based on, or caused by (A) the breach
by VI of any representation or warranty contained in this Agreement or (B) any
negligence or intentional misconduct by VI in connection with performing its
obligations under this Agreement, in each case except to the extent that such
Losses arise from or are aggravated by the negligent acts of or failure to act
by VGX, its agents and/or contractors. 
VGX will promptly notify VI of any such Losses which come to VGX’s
attention, but failure to do so will not relieve VI of its indemnification
obligations under this Section 6.4 except to the extent any such delay
results in a material prejudice to VI. 
Notwithstanding anything to the contrary in this Agreement, VI shall not
be liable for any Losses where the Losses suffered by VGX (and its affiliates,
including its agents and/or contractors, and their respective officers,
directors and employees) are the result of or in consequence of any failure by
the indemnified party to take reasonable and prudent action to mitigate any
Losses.


 


6.7   To best of VGX’s knowledge,
there are no pending or threatened suits, claims, or actions of any type
whatsoever against VGX with respect to the VGX-100.


 


9

















 


6.8   All necessary corporate
authorizations, consents and approvals which are necessary or required for VGX
to enter into this Agreement have been duly obtained;


 


6.9   To the best of its knowledge,
the entering into of this Agreement by VGX will not (i) violate any
Applicable Law or(ii) conflict with or result in any breach of any of the
terms, conditions or provisions of, or constitute a default (or give rise to
any right of termination, cancellation or acceleration) under, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties or assets of VGX, under its organizational documents, as amended to
date, or any material note, indenture, mortgage, lease, agreement, contract, purchase order
or other instrument, document or agreement to which VGX is a party or by which
it or any of its properties or assets is bound or affected.


 


7.             ADDITIONAL PROVISIONS


 


7.1   Nothing in this AGREEMENT shall
be deemed to establish a relationship of principal and agent between VGX and
VI, or between or among any of either party’s agents or employees for any
purpose whatsoever, nor shall this AGREEMENT be construed as creating any other
form of legal association or arrangement which would impose liability upon one
party for the act or failure to act of the other party.


 


7.2   VI is not permitted to assign
this AGREEMENT or any part of it to any person or entity, either directly or by
operation of law, without the prior written consent of VGX in its sole
discretion.


 


7.3   A waiver by either party of a
breach of any provision of this AGREEMENT will not constitute a waiver of any
subsequent breach of that provision or a waiver of any breach of any other
provision of this AGREEMENT.


 


7.4   Notices, payments, statements,
reports and other communications under this AGREEMENT shall be in writing and
shall be deemed to have been received as of the day after the date sent if sent
by internationally recognized express couriers (e.g., Federal Express) or by
Express Mail, receipt requested, and addressed as follows:


 


If for VGX:


 


VGX Pharmaceutical, Inc.


450 Sentry Parkway
East


Blue Bell, PA
19422


Attention: Senior
Vice President


 


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If for
VI:


 


VGX
International


Jung-Hun
Building, #701


944-1 Daechi 3-Dong


Gangnam-gu, Seoul, Korea


Attention:
Vice President


 


Either
party may change its official address upon written notice to the other party.


 


7.5   This AGREEMENT shall be
construed and governed in accordance with the laws of the Commonwealth of
Pennsylvania in the United States of America, without giving effect to conflict
of law provisions.  In the event that a
party to this AGREEMENT perceives the existence of a dispute with the other
party concerning any right or duty provided for herein, the parties will, as
soon as practicable, confer in an attempt to resolve the dispute.  If the parties are unable to resolve such
dispute amicably, then the parties hereby submit to the exclusive jurisdiction of
and venue in the either federal or state courts located in the Eastern District
of the Commonwealth of Pennsylvania with respect to any and all disputes
concerning the subject of this AGREEMENT. 
The parties agree to accept original service of complaint via
internationally recognized courier with receipt confirmation.  Also, the parties agree to waive the Hague
Convention requirements relating to translation of certain documents to
applicable foreign language which in this case is  Korean.


 


7.6   VI shall comply with all
prevailing laws, rules and regulations that apply to its activities or
obligations under this AGREEMENT. 
Without limiting the foregoing, it is understood that this AGREEMENT may
be subject to United States laws and regulations controlling the export of
technical data, computer software, laboratory prototypes and other commodities,
articles and information, including the Arms Export Control Act as amended in
the Export Administration Act of 1979, and that the parties’ obligations are
contingent upon compliance with applicable United States export laws and
regulations.


 


7.7   If any provision of this AGREEMENT
shall be held to be illegal, invalid or unenforceable, then such illegality,
invalidity or unenforceability shall attach only to such provision, and shall
not in any manner affect or render illegal, invalid or unenforceable any other
provision of this AGREEMENT, and this AGREEMENT shall be carried out as if any
such illegal, invalid or unenforceable provision were not contained herein.


 


7.8   This AGREEMENT may not be
changed, modified, extended or terminated except by written amendment executed
by an authorized representative of each party.


 


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[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the parties, intending to be legally bound, have
caused this AGREEMENT to be executed by their duly-authorized representatives.


 


 


	
  VGX INTERNATIONAL, INC.

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
        /s/ Jay Surh

  	
   

  	
  By:

  	
        /s/ Kevin W.
  Rassas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
     Jay Surh

  	
   

  	
  Name:

  	
    Kevin W. Rassas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
       Executive Director

  	
   

  	
  Title:

  	
     Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
                6/19/2007

  	
   

  	
  Date:

  	
     6.27.07

  
												



 


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