0001144204-12-054098 Sample Contracts

MASTER AGREEMENT
Master Agreement • October 2nd, 2012 • Advaxis, Inc. • Pharmaceutical preparations • Pennsylvania

This Master Agreement (“Agreement”) is made as of June 12, 2009 (the “Effective Date”) by and between Advaxis, Inc., with a place of business at 675 US Highway 1, Suite 117, North Brunswick, NJ 08902 (hereinafter “Sponsor” or “Advaxis”), and Numoda Corporation having its principal place of business at 601 Walnut Street, Philadelphia, PA 19106 USA (hereinafter “Numoda”). When signed by both parties, this Agreement will set forth the terms and conditions under which Numoda agrees to provide certain services to Advaxis as set forth herein.

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University of Pennsylvania Third Amendment to the Amended and Restated Patent License Agreement
License Agreement • October 2nd, 2012 • Advaxis, Inc. • Pharmaceutical preparations

This Third Amendment (the “Third Amendment”) is made and entered into as of December 12, 2011 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania (hereinafter referred to as “Penn”) and Advaxis, Inc., a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Company”) having a place of business at 305 College Road East, Princeton, NJ 08540.

FORM OF PROJECT AGREEMENT FOR PROTOCOL #: ___________
Advaxis, Inc. • October 2nd, 2012 • Pharmaceutical preparations

Pursuant to the Master Agreement entered into by Advaxis, Inc. (“ADVAXIS”) and Numoda Corporation (“Numoda”) on June 19, 2009 (“MA”), this Project Agreement (PA) and attachments, including:

University of Pennsylvania First Amendment to the Amended and Restated Patent License Agreement
Patent License Agreement • October 2nd, 2012 • Advaxis, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of March 26, 2007 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania (hereinafter referred to as “PENN”) and Advaxis, Inc., a corporation organized and existing under the laws of Delaware (hereinafter referred to as “COMPANY”) having a place of business at Technology Centre of New Jersey, Suite 117, 675 U.S. Route 1, North Brunswick, NJ 08902.

CLINICAL TRIAL SERVICES AGREEMENT
Trial Services Agreement • October 2nd, 2012 • Advaxis, Inc. • Pharmaceutical preparations • Pennsylvania

This Clinical Trial Services Agreement (“Agreement”) is between Advaxis, Inc. (“Sponsor”) , a for-profit corporation organized under the laws of Delaware, USA and holder of IND Number 13712, and the Gynecologic Oncology Group (“GOG”) , a not-for-profit corporation organized under the laws of the District of Columbia, to conduct the Clinical Trial according to the Protocol attached as Exhibit A and incorporated by reference in this Agreement. The Principal Investigator for the GOG shall be Philip J. DiSaia, M.D. The Clinical Trial will be directed by Warner K. Huh, M.D. (“Study Chair”), according to the Protocol.

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