Unassociated Document


    Exhibit
10.1

    


    FORM OF
STOCK PURCHASE AGREEMENT

     

     

    This
Stock Purchase Agreement (“Agreement”) is made and entered into as of April ___,
2010 (“Effective Date”), between Advaxis, Inc. (“Company”) and Numoda Capital
Innovations, LLC (“NCI”), Tax ID# 27-0256095.

     

    WITNESSETH

     

    WHEREAS,
the Company identifies and develops proprietary pharmaceutical products and
transitions them from basic research (discovery) through clinical
trials;

     

    WHEREAS,
the Company and Numoda Corporation (“Numoda”), an affiliate of NCI, have
executed a Project Agreement (“PA”), and two P2C /
Clinical Trial Letters of Intent on April 9, 2009 (the “419/09 P2C CT
LOP’) and June 19, 2009
(the “6/19/09 P2C CT
LOI”), pursuant to which agreements the Company has engaged Numoda to advance
the development of its pharmaceutical product covered by protocols titled “A
Randomized, Active Therapy Controlled Phase 2 Study to Assess the Safety and
Efficacy of ADXS11-001 for the Treatment of Recurrent Cervix Cancer” and “A
Randomized, Single Blind, Placebo Controlled Phase 2 Study to Assess the safety,
Efficacy, and Immunogenicity of Lovaxin C for the Treatment of Cervical
Intraepithelial Neoplasia Grade 2/3” through clinical trials; and

     

    WHEREAS,
the Company desires to have NCI fund a portion of the services performed by
Numoda under the PA, the 419/09 P2C CT L01,
and the 6/19/09 P2C CT LOI in consideration for
issuing Preferred Stock in the Company to NCI;

     

    NOW,
THEREFORE, in consideration of the mutual agreements, promises, and undertakings
hereinafter set forth, the Company and NCI agree as follows:

     

    1. Stock
Purchase. On the Effective Date of this Agreement, Company shall issue to
NCI 3,500,000 shares of Company’s Common Stock at a price per share of USD $0.17
(collectively, the “Shares”). In consideration for the Shares, the Company
accepts NCI funding USD $595,000 in services performed by Numoda Corporation for
the Company in accordance with the July 8, 2009 Project Agreement between Numoda
Corporation and the Company for the studies covered by protocols titled “A
Randomized, Active Therapy Controlled Phase 2 Study to Assess the Safety and
Efficacy of ADXS1I-001 for the Treatment of Recurrent Cervix Cancer” and “A
Randomized, Single Blind, Placebo Controlled Phase 2 Study to Assess the safety,
Efficacy, and Immunogenicity of Lovaxin C for the Treatment of Cervical
Intraepithelial Neoplasia Grade 2/3” and included as Exhibit A to this
agreement. No later than five (5) business days after the Effective Date,
Company shall deliver to NCI a certificate representing the Shares. If NCI
requests, the Company shall also issue a press release announcing NCI’s
investment in the Company in a form satisfactory to NCI. The Shares shall be
registered by the Company within 120 days, such that they may be freely resold
by NCI at any time without any additional registration or qualification and
without violation of the Securities Act, any other federal or state securities
laws or any regulations or requirements promulgated thereunder. As holder of the
Shares, NCI shall be entitled to all of the same rights and privileges,
including, without limitation, dividends and voting rights, as other holders of
Company stock of the same class.

     

    
      
         

      

      
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    2. Notices.
Notifications in connection with this Agreement shall be given or made in
accordance with the requirements below. Any notice required or permitted to be
given hereunder by either party hereunder shall be in writing and may be
delivered personally or by a reputable overnight delivery service, or sent by
registered or certified mail, return receipt requested, postage prepaid to the
following addresses:

     

    If to
NCI: Numoda Capital Innovations, LLC, 601 Walnut Street, 9th
Floor, Philadelphia, PA 19106 USA. Attention: Patrick Keenan, Chief
Counsel.

     

    If to
Advaxis: Advaxis, Inc., 675 US Highway 1, Suite B113, North Brunswick, NJ 08902
USA. Attention: Thomas Moore, Chief Executive Officer.

     

    Notices
shall be effective upon receipt.

     

    3. Representations and
Warranties of the Company. The Company hereby represents and warrants to
Numoda that:

     

    
      	
              (a)  

            	
              Except
      as previously disclosed in the Company’s public securities filings, there
      is not pending or, to the best knowledge of the Company, threatened any
      suit, action or proceeding against or affecting the Company that might
      materially and adversely affect the business, operations, properties,
      assets, prospects or condition, financial or otherwise, of the
      Company.

            


    

    
      	
              (b)  

            	
              Except
      as previously disclosed in the Company’s public securities filings, the
      Company is not a party to or bound by any contract, agreement, order or
      decree which materially adversely affects the business, operations,
      properties, assets, prospects or condition, financial or otherwise, of the
      Company.

            


    

    
      	
              (c)  

            	
              The
      Company has all requisite power and authority to enter into and perform
      this Agreement and to deliver the Shares hereunder. All corporate action
      on the part of Company necessary for the execution of this Agreement, for
      the performance of Company’s obligations hereunder and for the sale of the
      Shares has been taken, and no further consents, licenses, permissions,
      authorizations, registrations or qualifications from or with any party or
      any governmental entity are necessary for the Company to execute this
      Agreement, perform its obligations hereunder and deliver the Shares to
      Numoda. This Agreement is duly executed and delivered by the Company and
      constitutes a legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms;
      and

            


    

    
      	
              (d)  

            	
              The
      Shares as delivered to Numoda shall be duly and validly issued, fully paid
      and non- assessable, and free of all liens, encumbrances and
      restrictions.

            


    

     

    4. Representations and
Warranties of NCI. NCI hereby represents and warrants to the Company that
NCI has all requisite power and authority to enter into and perform this
Agreement. All corporate action on the part of NCI necessary for the execution
of this Agreement, for the performance of NCI’s obligations hereunder and for
the purchase of the Shares has been taken, and no further consents, licenses,
permissions, authorizations, registrations or qualifications from or with any
party or any governmental entity are necessary for NCI to execute this Agreement
and perform its obligations hereunder. This Agreement is duly executed and
delivered by NCI and constitutes a legal, valid and binding obligation of NCI,
enforceable against NCI in accordance with its terms.

     

    5. Survival. The
representations and warranties set forth in Section 3 and 4 hereof shall survive
for two years and one day after the Effective Date.

     

    
      
         

      

      
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    6. Indemnification. The
Company on one hand and NCI on the other hand each indemnify and hold harmless
the other and its officers, directors, employees and agents, if any (the
“Indemnitee(s)”) from and against all costs, losses, liabilities, damages,
claims, expenses of any nature (including reasonable attorneys’ fees and
disbursements), judgments, fines, settlements, and any other amounts arising
from any and all claims, demands, or proceedings incurred or accrued by an
Indemnitee as a result of a breach by the indemnifying party of its
representations, warranties or obligations under this Agreement. The
indemnification provided by this Section 6 shall be in addition to any other
rights to which the Indemnitee(s) may be entitled under any agreement, as a
matter of law or equity or otherwise, and shall inure to the benefit of the
heirs, successors, assigns and administrators of the Indemnitee(s). Subject to
the foregoing sentence, the provisions of this Section 6 are for the benefit of
the Indemnitee(s) and shall not be deemed to create any rights for the benefit
of any other persons.

     

    7. General Provisions.
This Agreement is intended to set forth the full and complete understanding of
the parties. This Agreement shall be governed by and interpreted in accordance
with the laws of the Commonwealth of Pennsylvania, and exclusive venue for
adjudication of any disputes relating hereto shall be in the federal and state
courts for the County of Philadelphia, Pennsylvania.

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.

     

     

    
      
        
          
            
              
                
                  
                    
                      	NUMODA
      CAPITAL INNOVATIONS, LLC	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/	Name
      and Title	
                               

                            	 
	
                               

                            	 	 	
                               

                            	 
	
                               

                            	 	 	
                               

                            	 


                    

                  

                

              

            

          

        

      

    

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        	ADVAXIS,
      INC.	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/	Name
      and Title	
                                 

                              	 
	
                                 

                              	 	 	
                                 

                              	 
	
                                 

                              	 	 	
                                 

                              	 


                      

                    

                  

                

              

            

          

        

      

       

    

    
      
         

      

      
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