Exhibit 10.1
THIRD AMENDMENT TO
AMENDED AND RESTATED LICENSE AGREEMENT
This Third Amendment to Amended and Restated License Agreement ("Third
Amendment") effective this 27th day of October, 2006 is between the University
of Chicago, an Illinois not-for-profit corporation ("UNIVERSITY"), having its
principal office at 0000 X. Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 and Opexa
Therapeutics, Inc., a Texas corporation ("OPEXA") (formerly named
PharmaFrontiers Corp.) having its principal office at 0000 X. Xxxxxxxx Xxxxx
Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000. Each hereunder may be referred to separately
as the ("Party"), or together as the ("Parties"). The Parties agree:
RECITALS
A. UNIVERSITY and PHARMAFRONTIERS have previously entered into an "Amended and
Restated License Agreement" dated December 30, 2004 (the "License
Agreement"); and
B. UNIVERSITY and PHARMAFRONTIERS have previously entered into a "First
Amendment to Amended and Restated License Agreement" dated October 31, 2005
(the "First Amendment") and a "Second Amendment to Amended and Restated
License Agreement" dated April 13, 2006 (the "Second Amendment"); and
C. NOW, THEREFORE, in consideration of the mutual promises and obligations
hereinafter set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties
hereto agree as follows:
1.0 Amendment of Paragraph 4.C.i of the License Agreement. The first
sentence of Paragraph 4.C.i shall be deleted in its entirety and the
following shall be inserted in lieu thereof:
"PF shall pay to the University one and one half million
($1,500,000) US dollars upon the later of the occurrence of the
First Financing or April 30, 2007."
Further, in each instance in which the date "October 31, 2006" appears
in Paragraph 4.C.i., as provided pursuant to the Second Amendment,
such date shall be deleted and "April 30, 2007" shall be inserted in
lieu thereof.
2.0 No Other Amendments. This Third Amendment supersedes all prior
amendments and shall be construed as part of the License Agreement.
Except as specifically amended herein, the License Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to
be executed by their respective duly authorized officers or representatives and
signed below.
University of Chicago Opexa Therapeutics, Inc.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx X. XxXxxxxxxx
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Name: Xxxx Xxxxxx Name: Xxxxx X. XxXxxxxxxx
Title: Director of Technology Transfer Title: Chief Executive Officer
Date: October 27, 2006 Date: October 27, 2006
