[
* ] = 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 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    


    Exhibit
10.32

    


    AMENDMENT
NUMBER TWO

    TO
THE LICENSE AGREEMENT BETWEEN THE BOARD OF TRUSTEES OF

    THE
UNIVERSITY OF ILLINOIS AND QUARK PHARMACEUTICALS, INC.

     

    THIS
AMENDMENT #2 TO THE EXCLUSIVE LICENSE AGREEMENT (the “Second Amendment”) is made
and entered into as of December 22, 2009 (the “Amendment Date”) by and between
THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS, a body corporate and
politic of the State of Illinois, 352 Henry Administration Building, 506 S.
Wright St., Urbana, Illinois 61801 (“UNIVERSITY”) and QUARK PHARMACEUTICALS,
INC. (previously QUARK BIOTECH, INC.), a California corporation, with a
principal place of business at 6501 Dumbarton Circle, Fremont,
CA  94555 (“LICENSEE”).

     

    WHEREAS,
UNIVERSITY and LICENSEE entered into an EXCLUSIVE LICENSE AGREEMENT effective
September 3, 1999 (the “Agreement”) to license certain technology, which
Agreement was amended pursuant to a First Amendment dated March 23,
2007;

     

    WHEREAS,
UNIVERSITY and LICENSEE wish to further amend the Agreement in the manner set
forth herein;

     

    NOW
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:

     

    ARTICLE III- DUE
DILIGENCE of the Agreement shall be deleted and replaced in its entirety with
the following:

     

    3.1    
     LICENSEE and its sublicensees shall use
commercially reasonable efforts to bring Licensed Products and Licensed
Processes to market [*] exploitation of the Patent
Rights.  Non-compliance with this Section 3.1 shall be grounds for
termination.

     

    3.2        
 In addition, LICENSEE and UNIVERSITY shall adhere to the
following:

     

    
      	
               
      

            	
              (a)

            	
              LICENSEE
      shall deliver to UNIVERSITY within [*] updates and status information on
      LICENSEE’s progress on development of the Patent Rights, including
      projections of activity for the next reporting
  year.

            


    

     

    
      	
               
      

            	
              (b)

            	
              LICENSEE
      shall be responsible for diligently and promptly taking all reasonable
      steps to secure all required and/or regulatory governmental approvals to
      sell, exploit, or market any and all Licensed Products.  Subject
      to the terms and conditions of the Research Agreement, the Licensee shall
      meet the Milestones set forth below.  LICENSEE can request
      extension of this Milestone deadline for a period of one (1) year upon a
      payment of a fee as outlined below for each extension requested (‘Extended
      Deadline’) within [*] of the Extended
Deadline.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              If
      LICENSEE fails to [*], or within the Extended Deadline, than the licenses
      set forth in Section 2.1 for that particular Licensed Product shall
      terminate and be no longer valid, unless Licensee shall have earlier
      demonstrated to the satisfaction of the University that there is a valid
      cause for delaying the [*].

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      LICENSEE fails to [*], or within the Extended Deadline, than the licenses
      set forth in Section 2.1 shall terminate and be no longer valid, provided
      however that:

            


    

     

    
      	
               
      

            	
              1.

            	
              In
      the event that the LICENSEE [*] the [*] to [*], the LICENSEE shall make a
      onetime payment to the UNIVERSITY of [*] in consideration of an additional
      [*] of Extended Deadline of the time required to [*].  This
      Payment shall be made within [*] of [*] with
  [*].

            


    

     

    LICENSEE
shall be deemed to have satisfied all conditions of Sections 3.1 and
3.2 (b) of Article III of the Agreement so long as [*] related to [*] is
[*] between the LICENSEE and [*], the LICENSEE has paid the onetime payment
under subsection 1 above and LICENSEE has a program for the development of
Licensed Products or Licensed Processes that will [*].  If no such [*]
is [*] or if it [*] for any reason, or if [*] then LICENSEE shall remain
responsible for the conditions set forth in Section 3.1 and 3.2 of the Agreement
as amended by this Amendment, unless LICENSEE shall have earlier demonstrated to
the satisfaction of the University that there is a valid cause for delaying the
[*].

     

    
      	
               
      

            	
              2.

            	
              In
      the event that the LICENSEE does not [*] the [*] the remaining conditions
      applicable to LICENSEE under Section 3.2 (b) of Article III of the
      Agreement shall be as follows for each Extended Deadline: [*] extension
      ending [*] shall carry a fee of [*], [*] extension ending [*] shall carry
      a fee of [*], [*] extension ending [*] shall carry a fee of
      [*].

            


    

     

    Each
successive Extended Deadline will [*] but which shall not [*] if LICENSEE or
sublicensee shall have earlier demonstrated to the satisfaction of the
UNIVERSITY  that there is a valid cause for delaying the
[*].

     

    For the
purposes of this Second Amendment, the term [*] shall mean [*] that had at least
[*] in [*] in its [*] prior to the [*] of the [*] related to the
[*].

     

    
      	
               
      

            	
              (c)

            	
              LICENSEE
      shall advise UNIVERSITY, though [*] reports to be provided [*] pursuant to
      Section 2.5 below, of its program of development for and status of
      obtaining said approvals.

            


    

     

    All other
terms set forth in the Agreement shall remain unchanged.  The
Agreement, as hereby amended, remains in full force and effect.

     

    IN
WITNESS WHEREOF, the parties have executed this Second Amendment by their
respective duly authorized officers or representatives.

     

    
      [
* ] = 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 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

    

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                      THE BOARD OF
      TRUSTEES OF THE UNIVERSITY OF ILLINOIS

                                                                    	 
	 
      	 	 
      	 
	By: 	/s/
      Walter K. Knorr	 	
                                                                      Date:

                                                                    	12/22/09
	
                                                                       
      Walter K. Knorr, Comptroller

                                                                    	 	 
      	 
	 
      	 	 
      	 
	By: 	/s/
      Michele M. Thompson	 	
                                                                      Date:

                                                                    	12/22/09
	
                                                                       
      Michele M. Thompson, Secretary

                                                                    	 	 
      	 
	 
      	 	 
      	 
	
                                                                      QUARK
      PHARMACEUTICALS, INC.

                                                                    	 
	 
      	 	 
      	 
	
                                                                      By:

                                                                    	/s/
      D. Zurr	 	
                                                                      Date:  

                                                                    	6
      January, 2010
	 	 	 	 	 
	
                                                                      Printed Name: 

                                                                    	
                                                                      Daniel
      Zurr, Ph.D.

                                                                    	 	 
      	 
	 	 	 	 	 
	
                                                                      Title:

                                                                    	President
      & CECO	 	 
      	 


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

      [
* ] = 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 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.