FIRST AMENDMENT TO PATENT AND TECHNOLOGY LICENSE AGREEMENT

Exhibit 10.7

FIRST AMENDMENT TO PATENT AND TECHNOLOGY LICENSE
AGREEMENT

This First Amendment to Patent and Technology License Agreement (this “Amendment”) is effective as of March 27, 2007 (the “Effective Date”) and amends that certain Patent and Technology License Agreement dated as of February 2, 2005 (the “License”) by and between University College Cardiff Consultant Limited a company incorporated under the laws of England and Wales whose address in 30 00 Xxxxxxx Xxxx, Xxxxxxx XX00 XXX, Xxxxxx Xxxxxxx (“UCT’) and FermaVir Research, Inc. (formally known as ContraVir Research, Inc.), a Delaware corporation having an address of 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 (“FermaVir”).

RECITALS

WHEREAS, Cardiff and FermaVir are parties to the License: and

WHEREAS, the parties wish to make certain amendments to the License, as set forth herein;

NOW, THEREFORE the parties agree as follows:

1. Section 2.10 shall be deleted and replaced in its entirety with the following language:

2.10 PATENT RIGHT means LICENSOR’s and REGA’s rights in any patents, and/or patent applications, whether domestic or foreign, and all divisional continuations, continuations in-part, reissues, reexaminations or extensions thereof, including but not limited to supplementary protection certificates and any letters patent that issue thereon as defined in Exhibit I attached hereto.

2. Section 2.11 shall be deleted and replaced in its entirety with the following language:

2.11 REGA means Rega Foundation whose address is Minderbroedersstraat 10. X-0000, Xxxxxx, Xxxxxxx. Rega Foundation is a constituent of KUL. KUL has assumed the legal rights and obligations of REGA.

3. Section 2.13 shall be deleted and replaced in its entirety with the following language:

2.13 TECHNOLOGY RIGHTS means LICENSOR’s and REGA’s rights in any technical information, know-how, processes, compositions, devices, methods, formulae, protocols, techniques, or data in existence at the EFFECTIVE DATE, which are not claimed in PATENT RIGHTS but that are necessary for practicing PATENT RIGHTS. For the avoidance of doubt, TECHNOLOGY RIGHTS do not include any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, or data that are solely related to WO2004/098644 and to any other patent application or patent of Rega or KUL not included in PATENT RIGHTS (and any patents or other applications derived of all the foregoing).

4. Exhibit I shall be deleted and replaced in its entirety with Exhibit I attached hereto.

5. All other provisions of the License remain unchanged.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Patent and License Agreement to be duly executed by their duly authorized representatives.

	UNIVERSITY COLLEGE CARDIFE CONSULTANT LIMITED
	By:	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx, Ph D.
	Title: Director
	FERMAVIR RESEARCH, INC:
	By:	/s/ Xxxxxxxx X. Xxxxxx
	Name: Xxxxxxxx X. Xxxxxx, Ph D.
	Title: CEO

Exhibit I

1. Patent Family A (Attorney ref: P017226, P028080NZ)

Title: ANTI-VIRAL PYRIDINE NUCLEOSIDE ANALOGUES Applications derived from PCT/GB98/01222 and claiming priority from UK Application No. 9708611.0. priority date 28 Apr 1997

Country		Application No.		Grant No.
Australia		000000000		AU 000000
Xxxxxx		0000000		Pending
EUROPE Designated states: Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands, Portugal, Spain, Sweden, Switzerland, United Kingdom		98919313.1		EP 00000/0
Xxxxx		98-546732		Pending
Xxxxxx				XX 000000
New Zealand		500881		XX 0000000
Xxxxxx Xxxxxx of America		09/403853		US 6573247

2. Patent Family B (Attorney ref: P024522)

Title: ANTI-VIRAL PYRIDINE NUCLEOSIDE ANALOGUES Applications derived from PCT/GB01/01694 and claiming priority from UK Application No. 0009486.2, priority date 17 Apr 2000

Country		Application No.		Grant No.
Australia		95191/01		781323
Canada		2403835		Pending
EUROPE Designated states: Austria, Belgium, Cyprus, Denmark, Finland, Prance, Germany, Greece, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands, Portugal, Spain, Sweden, Switzerland, United Kingdom		1973778.2		EP 0000000
Xxxxx		01-580925		Pending
New Zealand		521828		NZ 521828
United Stated of America		10/257855		Pending

3 Patent Family C (Attorney ref: P024642)

Title: CHEMICAL COMPOUNDS Applications derived from PCT/GB01/02004 and claiming priority from UK Application No. 0011203.7, priority date 9 May 2000

Country		Application No.		Grant No.
Australia		54945/01		AU 000000
Xxxxxx		0000000		Pending
EUROPE Designated states: Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands, Portugal, Spain, Sweden, Switzerland, Turkey, United Kingdom		01928079.1		EP 0000000
Xxxxx		2001-582349		Xxxxxxx
Xxx Xxxxxxx		000000		XX 000000
Xxxxxx Xxxxxx xx Xxxxxxx		00/000000		XX 0000000

4. Patent Family D (Attorney ref: P033963)

Title: CHEMICAL COMPOUNDS Application derived from PCT/GB2004-001687 and claiming priority from UK Application No. 0309506.4, priority date 25 April 2003

Country		Application No.		Grant No.
Australia		0000000000		pending
Canada		2523739		pending
EUROPE Designated states: Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, Prance, Germany, Greece, Hungary, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands, Poland, Portugal, Romania, Spain, Slovakia, Slovenia, Sweden, Switzerland, United Kingdom		04728594.5		pending
Japan		2006506149		pending
Mexico		05010802		pending
New Zealand		542666		pending
United Stated of America		10/551569		pending

5. Single Amino Acid Prodrug Family (Attorney ref: 33659-501-023)

Title: NOVEL COMPOUNDS Application(s) claiming priority to GB 0609178-9, priority date 9 May 2006

6. Tripeotide Prodnig Family(Unfiled)

Tripeptide substituted prodrugs, such as Valine-Proline-Valine substituted prodrugs, where the tripeptide is substituted at any of (i) the 3’ position, (ii) the 5’ position or (iii) both the 3’ position and the 5’ position of the compounds claimed in Patent Family B above.