Second Amendment to License Agreement



 Exhibit 10.6 

SECOND AMENDMENT TO 

LICENSE AGREEMENT 
 This
SECOND AMENDMENT TO LICENSE AGREEMENT (“Second Amendment”) is entered into as of May 18, 2015, by and between ORAGENICS, INC., a Florida corporation located at 4902 Eisenhower Blvd., Ste. 125, Tampa, FL 33634
(“Oragenics”), and THE TEXAS A&M UNIVERSITY SYSTEM, an agency of the State of Texas, with principal offices in College Station, Texas (“System”), herein collectively referred to as the Parties. 

RECITALS: 
 WHEREAS,
the Parties entered into the license agreement on December 20, 2011, as subsequently amended on July 11, 2012 (“License Agreement”); and 

WHEREAS, Oragenics has shown good faith in attempts to meet all obligations set forth in the License Agreement, however, implementation
of a necessary model system has required unforeseen, additional time in developing a Product; and 
 WHEREAS, the Parties desire to
amend the License Agreement to reflect the new timeline for achievement of the milestone related to the enrollment of the first patient in a Phase I clinical trial of a Product. 

NOW, THEREFORE, IN CONSIDERATION of the agreements contained in this Second Amendment, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 
  

	 	1.	DELETE the table in paragraph 5.01 in its entirety, and REPLACE it with the following new table: 

  

							
	 Milestone
	  	 Due Date for First
Occurrence
	  	Milestone
Achievement
Payment	 
	 Enrollment of the first patient in a Phase I clinical trial of a Product
	  	June 1, 2016	  	$	50,000	  
	 Successful completion of a Phase II clinical trial of a Product, where “successful completion” means enrollment of the first
patient in a Phase III clinical trial of a Product
	  	June 1, 2019	  	$	100,000	  
	 Successful completion of a Phase III clinical trial of a Product, where “successful completion” means receipt of an approved
New Drug Application (NDA) from the FDA or foreign equivalent for a Product
	  	June 1, 2022	  	$	150,000	  
	 First sale of a Product
	  	June 1, 2025	  	$	400,000	  

  

	 	2.	Delete paragraph 10.01 in its entirety, and REPLACE it with the following new paragraph 10.01: 

  

	 	10.01	Notices. Payments, notices, or other communications required by this Agreement will be sufficiently made or given if mailed by certified First Class United States mail, postage pre-paid, or by commercial carrier (e.g.,
FedEx, UPS, etc.) when the carrier maintains receipt or record of delivery, addressed to the address stated below, or to the last address specified in writing by the intended recipient. 


 

			
	If to SYSTEM:	  	
		  	Associate Vice Chancellor for Commercialization
		  	Texas A&M System Technology Commercialization
		  	800 Raymond Stotzer Pkwy. Ste. 2020









			
		  	Mail Stop 3369 TAMU
		  	College Station, Texas, USA          77845
		  	Phone: (979) 847-8682
		  	FAX: (979) 845-1402
	
	If to ORAGENICS:
		  	CEO Oragenics, Inc.
		  	4902 Eisenhower Blvd., Ste. 125,
		  	Tampa, FL 33634
		  	Phone: (813) 286-7900
		  	Facsimile: (813) 286-7904

  

	 	3.	Except as amended hereinabove, all other terms and conditions of the License Agreement remain unchanged and in full force and effect. 


 

	 	4.	This Second Amendment may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, by all such counterparts shall together constitute one and the
same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by the Parties. The Parties hereto agree that facsimile and electronically transmitted portable document format (pdf)
signatures shall be deemed originals. 








 IN WITNESS WHEREOF, the Parties have executed this SECOND AMENDMENT on the date first indicated above.

  

			
	ORAGENICS, INC.
		
	By:	 	 /s/ Michael Sullivan

	Name:	 	 Michael Sullivan

		 	 Interim Principal Executive Officer and
 Chief
Financial Officer

	
	THE TEXAS A&M UNIVERSITY SYSTEM
		
	By:	 	 /s/ Brett Cornwell

	Name:	 	 Brett Cornwell

		 	Associate Vice Chancellor for Commercialization