0001193125-10-101348 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT NEOGENIX ONCOLOGY, INC.
Incentive Stock Option Agreement • April 30th, 2010 • Neogenix Oncology Inc • Maryland

AGREEMENT made as of the day of , 20 , between NEOGENIX ONCOLOGY, INC. (the “Company”), a Maryland corporation having a principal place of business in Rockville, Maryland, and [ ], an employee of the Company (the “Employee”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2010 • Neogenix Oncology Inc

This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated as of February 19, 2010, is by and between Neogenix Oncology, Inc. (the “Company”) and Peter Gordon (“you”).

A Cancer Therapeutics & Diagnostics Company phone: (516) 482 1200 fax: (516) 482 3848
Neogenix Oncology Inc • April 30th, 2010 • New York

This letter dated May 5, 2009 is to confirm our understanding with respect to your employment by Neogenix Oncology, Inc. or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). The terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement.” In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:

Services Agreement Neogenix Oncology, Inc.
Services Agreement • April 30th, 2010 • Neogenix Oncology Inc

** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated with brackets containing two asterisks “[ ** ]”. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 6
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies Labs #211 and #222, and offices #267 and #317 in the Maryland Technology Development Center in Montgomery County, Maryland (the “Original Premises”);

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 5
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies Labs #211 and #222, and office #317 in the Maryland Technology Development Center in Montgomery County, Maryland (the “Original Premises”);

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 1
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies office #317 in the Maryland Technology Development Center in Montgomery County, Maryland (the “Original Premises”);

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 2
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies office #317 in the Maryland Technology Development Center in Montgomery County, Maryland (the “Original Premises”);

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 9
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies Labs #211 and #222, and offices #132, #261, #262, #267 and #317 in the Maryland Technology Development Center in Montgomery County, Maryland (the “Original Premises”);

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 10
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies Labs #211 and #222, and offices #261, #262, #267 and #317 in the Maryland Technology Development Center in Montgomery County, Maryland (the “Original Premises”);

SHADY GROVE INNOVATION CENTER f/k/a MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 11
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies Labs #211, #222 and #226, and offices #260, #261, #262, #267 and #317 in the Shady Grove Innovation Center f/k/a Maryland Technology Development Center in Montgomery County, Maryland (the “Original Premises”);

This Agreement BETWEEN Affiliated Developers, Inc. 54-65 48th Street Maspeth, NY 11378 as Landlord and NeoGenix Oncology, Inc. 14 Bond Street, Su. #192 Great Neck, NY 11021 as Tenant
Neogenix Oncology Inc • April 30th, 2010 • New York

approximately, without representation, 1,641 s.f. rentable located on the Second floor (known as Suite #24) of the Building known as and by 445 Northern Boulevard, Great Neck, N.Y. 11021 (“Building”) and located upon the land at 445 Northern Boulevard, Great Neck (“Land”)

FIRST MODIFICATION OF LEASE
First Modification of Lease • April 30th, 2010 • Neogenix Oncology Inc

THIS AGREEMENT, dated as of July 18, 2008, by and between AFFILIATED DEVELOPERS, INC., a New York corporation with offices at 54-65 48th Street, P.O. Box 780007, Maspeth, New York (hereinafter referred to as the “Landlord”) and NEOGENIX ONCOLOGY, INC., a New York corporation with offices at 445 Northern Boulevard, Suite 24, Great Neck, NY 11021 (hereinafter referred to as the “Tenant”), modifying a certain Lease dated March 17, 2005 (the “Lease”) by and between the parties for the premises located on the second floor of 445 Northern Boulevard, Great Neck, New York,

THIRD MODIFICATION OF LEASE
Third Modification of Lease • April 30th, 2010 • Neogenix Oncology Inc

THIS AGREEMENT, dated as of October 27, 2009, by and between AFFILIATED DEVELOPERS, INC., a New York corporation with offices at 54-65 48th Street, P.O. Box 780007, Maspeth, New York (hereinafter referred to as the “Landlord”) and NEOGENIX ONCOLOGY, INC., a New York corporation with offices at 445 Northern Boulevard, Suite 24, Great Neck, NY 11021 (hereinafter referred to as the “Tenant”).

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT
License Agreement • April 30th, 2010 • Neogenix Oncology Inc • Maryland

THIS AGREEMENT (the “License Agreement” or “License”), made this 28th day of April, 2004 (the “Effective Date” except as otherwise provided herein) by and between Neogenix Oncology, Inc. (hereinafter referred to as “Licensee”) and Maryland Economic Development Corporation, a public instrumentality of the State of Maryland (hereinafter referred to as “MEDCO”).

SHADY GROVE INNOVATION CENTER f/k/a MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 12
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies Labs #211, #222 and #226, and offices #260, #261, #262, #267, #317 and #318 in the Shady Grove Innovation Center f/k/a Maryland Technology Development Center in Montgomery County, Maryland (the “Original Premises”);

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 10
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies Labs #211, #222 and #226, and offices #261, #262, #267 and #317 in the Maryland Technology Development Center in Montgomery County, Maryland (the "Original Premises");

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 4
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, MEDCO and Licensee have entered into a License Agreement dated April 28, 2004; Amendment 1 dated June 1, 2004, Amendment #2 dated June 17, 2005, and Amendment #3 dated June 14, 2006;

NON-QUALIFIED STOCK OPTION AGREEMENT NEOGENIX ONCOLOGY, INC.
Non-Qualified Stock Option Agreement • April 30th, 2010 • Neogenix Oncology Inc • Maryland

AGREEMENT made as of the day of 20 , between NEOGENIX ONCOLOGY INC. (the “Company”), a Maryland corporation having a principal place of business in Rockville, Maryland and [ ] (the “Participant”).

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 3
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, MEDCO and Licensee have entered into a License Agreement dated April 28, 2004; Amendment 1 dated June 1, 2004 and Amendment #2 dated June 17, 2005;

A Cancer Therapeutics & Diagnostics Company phone: (516) 482 1200 fax: (516) 482 3848
Employment Agreement • April 30th, 2010 • Neogenix Oncology Inc • New York

This letter dated May 5, 2009 is to confirm our understanding with respect to your employment by Neogenix Oncology, Inc. or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). The terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement.” In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:

MARYLAND TECHNOLOGY DEVELOPMENT CENTER LICENSE AGREEMENT AMENDMENT 7
License Agreement • April 30th, 2010 • Neogenix Oncology Inc

WHEREAS, Licensee currently occupies Labs #211 and #222, and offices #160, #267 and #317 in the Maryland Technology Development Center in Montgomery County, Maryland (the “Original Premises”);

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SECOND MODIFICATION OF LEASE
Second Modification of Lease • April 30th, 2010 • Neogenix Oncology Inc

THIS AGREEMENT, dated this 22 day of January, 2009, by and between AFFILIATED DEVELOPERS, INC., a New York corporation with offices at 54-65 48th Street, P.O. Box 780007, Maspeth, New York (hereinafter referred to as the “Landlord”) and NEOGENIX ONCOLOGY, INC. a New York corporation with offices at 445 Northern Boulevard, Suite #24, Great Neck, NY 11021 (hereinafter referred to as the “Tenant”), modifying a certain Agreement of Lease dated March 17, 2005 previously modified by a First Modification of Lease dated July 18, 2008 and a Commencement Date Agreement dated May 1, 2005 (collectively the “Lease”) for certain premises located in 445 Northern Boulevard, Great Neck, NY 11021 (“Building”) containing approximately, without representation, 4,531 rentable square feet on the 2nd floor (“Suite #24”), (herein collectively referred to as “Existing Demised Premises”).

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