EX-10.1 2 ex10_1.htm EXHIBIT 10.1

Exhibit 10.1
 
SECOND AMENDMENT TO LICENSE AGREEMENT

This Second Amendment (the "Second Amendment") is made effective as of May 27, 2016 (the "Second Amendment Effective Date"), by and between The Wistar Institute of Anatomy and Biology ("Wistar") and Oncocyte Corporation ("OncoCyte").

BACKGROUND

WHEREAS the parties entered into a License Agreement dated January 22, 2016 (the "License Agreement");

WHEREAS the parties amended the License Agreement by entering into a First Amendment to the License Agreement dated January 25, 2016 (the "First Amendment"); and

WHEREAS now seeking to add an additional patent application to the amended License Agreement the parties wish to enter into this Second Amendment.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.         All capitalized terms not expressly defined herein shall have the same meanings assigned to them in the amended License Agreement. Except as expressly amended or modified herein, all other terms and conditions of the amended License Agreement remain in full force and effect.

2.         Exhibit A of the License Agreement shall be deleted in its entirety and replaced with the attached Exhibit A-l included in this Second Amendment.

3.          In consideration of this Second Amendment, Oncocyte shall pay to Wistar a one-time, non-refundable, non-creditable license amendment fee of twenty-five thousand dollars ($25,000 USD) within 30 days of the Second Amendment Effective Date.

4.         This Second Amendment shall be construed by and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its principles of conflicts of law.

5.         This Second Amendment shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of Wistar and OncoCyte. This Second Amendment may be executed in any number of counterparts, and counterparts may be exchanged by electronic transmission (including by email), each of which shall be deemed an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.

Second Amendment
Wistar Reference No. LIC15-35-AMD-2
Wistar/Oncocyte
27-May-16
Tech ID No. 16-16
 
Page 1 of 3

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives as of the First Amendment Effective Date.
 
THE WISTAR INSTITUTE OF ANATOMY AND BIOLOGY   ONCOCYTE CORPORATION  
         
By:
/s/ Heather Steinman  
By:
/s/ William Annett  
   
Name:
Heather Steinman  
Name:
William Annett  
   
Title:
Vice President for Business Development &  
Title:
CEO  
  Executive Director, Technology Transfer        
The Wistar Institute  
Date:
July 5, 2016  
Date:
May 27, 2016        
 
Second Amendment
Wistar Reference No. LIC15-35-AMD-2
Wistar/Oncocyte
27-May-16
Tech ID No. 16-16
 
Page 2 of 3

EXHIBIT A-l

Licensed Patents

Tech ID
Serial Number
Filing Date
Title
Inventors
15-12
62/163,766
May 19, 2015
Methods and Compositions for Diagnosing or Detecting Lung Cancers
Drs. Louise
Showe, Michael K. Showe, Andrei V. Kossenkov
16-16
To be provided
June,2016
Compositions and Methods for Diagnosing Lung Cancers Using Gene Expression Profiles
Drs. Louise
Showe, Michael K. Showe, Andrei V. Kossenkov
 
Second Amendment
Wistar Reference No. LIC15-35-AMD-2
Wistar/Oncocyte
27-May-16
Tech ID No. 16-16
 
 
Page 3 of 3