Note: Certain portions of this document have been marked “[c.i.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and submitted separately with the Securities and Exchange Commission.

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EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (this “Agreement” ) is made as of March 19, 2014 (the “Effective Date” ), by and between Aratana Therapeutics, Inc. , a Delaware corporation having its principal place of business at 1901 Olathe Boulevard, Kansas City, KS 66103 ( “Aratana” ), and Advaxis, Inc. , a Delaware corporation having its principal place of business at 305 College Road East, Princeton, New Jersey ( “Advaxis” ).

Whereas, Advaxis owns or has obtained a license to certain patents and patent applications covering technology that enables the design of an immunotherapy utilizing live attenuated Listeria monocytogenes (“ Lm ”) bioengineered to secrete fusion proteins consisting of antigen and adjuvant molecules, as more fully described below; and

Whereas, Aratana wishes to obtain, and Advaxis is willing to grant to Aratana, an exclusive, worldwide license to develop and commercialize products based upon Advaxis’ technology for use in animal health applications, on the terms and subject to the conditions set forth herein;

Now, therefore, in consideration of the premises and the mutual promises and covenants contained herein, the parties hereby agree as follows:

1. Definitions.

1.1 “Additional Constructs” shall have the meaning provided in Section 2.11.

1.2 “Administrator” shall have the meaning provided in Section 11.2(a).

1.3 “Advaxis Field” shall mean any and all uses outside of the Aratana Field, including, without limitation, all human health applications. For the avoidance of doubt, the Advaxis Field includes the conduct of nonclinical laboratory studies (including animal studies) that support, or are intended to support, applications to conduct clinical research in humans or to obtain marketing authorization for a human pharmaceutical product.

1.4 “Advaxis Indemnitees” shall have the meaning provided in Section 10.1.

1.5 “Advaxis Know-How” shall mean Information that Advaxis Controls as of the Effective Date that is necessary or useful for the development, manufacture or commercialization of Compounds, Products or Constructs, including, without limitation, Advaxis Inventions and Results, but excluding the Advaxis Patents and Joint Patents.

1.6 “Advaxis Patents” shall mean all Patents that Advaxis Controls during the Term that claim or cover the manufacture, use, sale, offer for sale or import of any Compounds, Products or Constructs, including, without limitation, Patents claiming Advaxis Inventions. Advaxis Patents will include without limitation those Patents on Exhibit A .

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1.7 “Advaxis Product” shall mean: (a) any Construct, (b) any Compound or (c) any product containing or incorporating any Construct or Compound in any form or formulation, including, without limitation, a Product.

1.8 “Advaxis Invention” shall mean any Invention, regardless of inventorship, that is directed to a Compound, Product or Construct, including, without limitation, the composition of matter or formulation of, or any method of making or using, any Compound, Product or Construct, whether in the Aratana Field or the Advaxis Field. Notwithstanding the foregoing, Advaxis Inventions shall exclude (i) any Invention that constitutes Veterinary Dosing Technology, and (ii) any Combination Invention.

1.9 “Advaxis Technology” shall mean Advaxis Patents and Advaxis Know-How.

1.10 “Affiliate” of shall mean any company or entity controlled by, controlling, or under common control with a party hereto. For the purpose of this definition, a business entity shall be deemed to “control” another business entity, if it owns directly or indirectly, more than 50% of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity, or exercises equivalent influence over such entity.

1.11 “Alliance Manager” shall have the meaning provided in Section 2.10.

1.12 “ Applicable Laws ” means all laws, rules, regulations, including any rules, regulations, guidelines, guidances or other requirements of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any court, governmental or administrative agency, including any Regulatory Authority, that may be in effect from time-to-time that are applicable to a party’s rights and obligations under this Agreement.

1.13 “Aratana Field” shall mean non-human animal health applications. Notwithstanding the foregoing, the Aratana Field shall exclude the conduct of GLP-compliant nonclinical laboratory studies that support, or are intended to support, applications to conduct human clinical research of an investigational human pharmaceutical product or to obtain marketing authorization for a human pharmaceutical product.

1.14 “Aratana Indemnitees” shall have the meaning provided in Section 10.2.

1.15 “Aratana Know-How” shall mean all Information that Aratana Controls during the Term that is necessary or useful for the development, manufacture or commercialization of Compounds, Products, or Constructs including, without limitation, Information within Sublicensee Technology, but excluding Advaxis Inventions, Results, Aratana Patents and Joint Patents.

1.16 “Aratana Patents” shall mean all Patents Controlled by Aratana during the Term that claim or cover the manufacture, use, sale, offer for sale or import of Products, including, without limitation, Patents within Sublicensee Technology, but excluding Patents claiming Advaxis Inventions.

1.17 “Aratana Product Marks” shall have the meaning provided in Section 6.7.

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1.18 “Aratana Regulatory Filings” means any NADA, or other comparable filing or submission for approval to conduct clinical trials of or to obtain regulatory approval of the marketing, manufacture and sale in the U.S. and any equivalent filing(s) made with the Regulatory Authorities in any other country for regulatory approval of the marketing, manufacture and sale of a Product in the Aratana Field.

1.19 “Aratana Technology” shall mean Aratana Patents and Aratana Know-How.

1.20 “Bankruptcy Laws” shall have the meaning provided in Section 12.1.

1.21 “Combination Invention” shall mean any Invention constituting (a) a formulation of Compound, Product or Constructs with Veterinary Dosing Technology or any other combination of Compound, Product or Constructs with Veterinary Dosing Technology, (b) a method of making any such formulation or combination with Veterinary Dosing Technology, (c) a method of using any such formulation or combination, or (d) a method of using Veterinary Dosing Technology with Compound, Product or Constructs.

1.22 “Combination Product” shall have the meaning provided in Section 1.41.

1.23 “Compound” shall mean any one of the Constructs, and any molecular variants, mutants, progeny, clones and any and all portions, fragments, modifications or derivatives thereof.

1.24 “Confidential Information” shall have the meaning provided in Section 8.1.

1.25 “Construct” shall mean any of Advaxis’s proprietary constructs as listed in Exhibit B , as may be amended from time to time.

1.26 “Control” shall mean, with respect to any Information, Patents or other intellectual property rights, possession by a party of the right, power and authority (whether by ownership, license or otherwise) to grant access to, to grant use of, or to grant a license or a sublicense to such Information, Patents or intellectual property rights without violating the terms of any agreement or other arrangement with any Third Party.

1.27 “Disclosing Party” shall have the meaning provided in Section 8.1.

1.28 “EMA” shall mean the European Medicines Agency, or any successor agency thereto in the European Union.

1.29 “ European Union ” or “ EU ” means the economic, scientific and political organization of member states of the European Union, and which, as of the Effective Date, consists of Austria, Belgium, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, The Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom, and that certain portion of Cyprus included in such organization.

1.30 “FDA” shall mean the United States Food and Drug Administration, or any successor agency thereto in the United States of America.

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1.31 “ GAAP ” shall mean generally accepted accounting principles in the United States, consistently applied by the party at issue.

1.32 “GLP” shall mean current good laboratory practices, as set forth in 21 CFR Part 58 (or its successor regulation) and as interpreted by relevant ICH guidelines; in each case, as amended from time to time.

1.33 “Indemnifying Party” shall have the meaning provided in Section 10.3.

1.34 “Indemnified Party” shall have the meaning provided in Section 10.3.

1.35 “Information” shall mean tangible and intangible techniques, technology, practices, trade secrets, inventions (whether patentable or not), methods, knowledge, know-how, skill, experience, test data and results (including, without limitation, biological, chemical, pharmacological, toxicological, pharmacokinetic, clinical, analytical, quality control, mechanical, software, electronic and other data, results and descriptions) and compositions of matter.

1.36 “Invention” shall mean any invention or discovery, whether or not patentable, that is made, in whole or in part, in the course and as a result of the conduct of the activities expressly contemplated by this Agreement.

1.37 “Joint Patents” shall mean all Patents claiming Inventions owned jointly by the parties pursuant to Section 6.2(a) or Section 6.2(c). For clarity, Joint Patents exclude Patents claiming Advaxis Inventions.

1.38 “JSC” shall have the meaning provided in Section 2.9.

1.39 “Losses” shall have the meaning provided in Section 10.1.

1.40 “NADA” shall mean a New Animal Drug Application filed with the FDA pursuant to 21 CFR Part 514 (or its successor regulation), or the equivalent application or filing filed with any equivalent regulatory agency or governmental authority outside the U.S. necessary to market and sell a new animal drug in such jurisdiction (including, without limitation, a marketing authorization application or dossier filed with the applicable regulatory agency of a European Union member state or with the EMA for a veterinary medicinal product).

1.41 “Net Sales” shall mean the gross amounts invoiced by Aratana and its Affiliates (but not sublicensees) for sales of Products to third parties, including without limitation distributors, less the following items, to the extent allocable to such Product (if not previously deducted from the amount invoiced): (a) reasonable and customary trade, quantity and cash discounts actually paid, granted or accrued; (b) rebates and retroactive price reductions or allowances actually paid, granted or accrued; (c) credits or allowances actually granted upon claims, rejections or returns of Product; (d) taxes, duties and other governmental charges imposed on the production, sale, delivery, use or importation of Product (including, without limitation, sales, use, excise or value added taxes, but excluding taxes based on income); (e) transportation charges relating to such Product, including handling charges and insurance premiums relating thereto, and (f) the actual amount of any write-offs for bad debt directly relating to sales of Product, taken in accordance with U.S. GAAP, consistently applied.

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For the avoidance of doubt no other costs including, but not limited to, costs associated with sales representatives, fees and costs incurred for sales and marketing, nor any related general, administrative or overhead costs shall be deducted or allocated against the gross invoiced sales price of any Products in order to calculate Net Sales. Products distributed as free promotional samples or used in research or development activities in the Aratana Field shall be disregarded in determining Net Sales.

If Aratana (or an applicable Affiliate or Sublicensee) should, in a given country during a given accounting period, sell a Product that contains one or more active ingredients in addition to a Compound (which may be either combined in a single formulation or bundled with separate formulations but sold as one product) (a “Combination Product” ), the Net Sales of such Combination Product will be calculated by multiplying the actual Net Sales of such Combination Product (as determined in accordance with this Section 1.41) by the fraction A/(A+B), where A is the average total invoice price of the Product (for the same dosage strength) in such period, and B is the average total invoice price of such other active ingredient or ingredients in the product, if sold separately (for the same dosage strength) in such period. If any other active ingredient in the combination is not sold separately, Net Sales will be calculated by multiplying actual Net Sales of such Combination Product (as determined in accordance with this Section 1.41) by a fraction A/C where A is the invoice price of the Product if sold separately, and C is the invoice price of the Combination Product. If neither the Product nor any other active ingredient in the Combination Product is sold separately, the adjustment to Net Sales will be determined by the parties in good faith to reasonably reflect the fair market value of the contribution of the Product in the Combination Product to the total fair market value of such Combination Product.

1.42 “Patents” shall mean patents and patent applications, including provisional applications, continuations, continuations-in-part, continued prosecution applications, divisions, substitutions, reissues, additions, renewals, reexaminations, extensions, term restorations, confirmations, registrations, revalidations, revisions, priority rights, requests for continued examination and supplementary protection certificates granted in relation thereto, as well as utility models, innovation patents, petty patents, patents of addition, inventor’s certificates, and equivalents in any country or jurisdiction.

1.43 “Product” shall mean any product in any form or formulation containing or incorporating a Compound.

1.44 “Receiving Party” shall have the meaning provided in Section 8.1.

1.45 “ Regulatory Authority ” or “ Regulatory Authorities ” shall mean the FDA or the USDA in the U.S., the EMA and EU Commission in the EU, and any health regulatory authority(ies) in any other country or legal jurisdiction in the world that is a counterpart to the FDA or EMA and holds responsibility for any approval, product and/or establishment license, registration or other authorization necessary for the development, manufacture and/or commercialization of a Compound or Product in the Aratana Field and any successor(s) thereto, as well as any state or local health regulatory authorities having jurisdiction over any activities contemplated by the Parties.

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1.46 “Results” shall mean all data and information generated by Aratana in the course of developing Constructs, Compounds and Products pursuant to this Agreement.

1.47 “Rules” shall have the meaning provided in Section 11.2(a).

1.48 “Sales-Based Payments” shall have the meaning provided in Section 5.1.

1.49 “Sublicensee” shall mean any Third Party to which Aratana or its Affiliate has directly or indirectly ( i.e. , through multiple tiers of sublicenses) granted a sublicense under all or any portion of the license granted to Aratana pursuant to Section 2.1.

1.50 “Sublicensee Royalties” shall mean all royalties received by Aratana or any of its Affiliates from Sublicensees with respect to such Sublicensees’ sales of Products.

1.51 “Sublicensee Technology” shall mean, with respect to any Affiliate to which Aratana grants a sublicense under all or any portion of the license granted to Aratana pursuant to Section 2.1, or any Sublicensee: (a) all Patents owned or otherwise controlled by such Affiliate or Sublicensee that claim or cover inventions made by or on behalf of such Affiliate or Sublicensee that are directed to a Construct, Compound or Product, including, without limitation, the composition of matter or formulation of, or any method of making or using, any Construct Compound or Product, whether in the Aratana Field or the Advaxis Field; and (b) all Information generated by or on behalf of such Affiliate or Sublicensee that is necessary or useful for the development, manufacture or commercialization of a Construct, Compound or Product, whether in the Aratana Field or the Advaxis Field.

1.52 “ Subscription Agreement ” shall mean the subscription agreement entered into by the parties on the Effective Date, for purchase of shares of common stock and warrants of Advaxis, as attached hereto as Exhibit D .

1.53 “Term” shall have the meaning provided in Section 9.1.

1.54 “Third Party” shall mean any entity other than the parties and their respective Affiliates.

1.55 “USDA” shall mean the United States Department of Agriculture, or any successor agency thereto in the United States of America.

1.56 “ United States ” or “ U.S. ” shall mean The United States of America, including its possessions, territories and commonwealths.

1.57 “ Valid Claim” shall mean (a) a claim of an issued and unexpired patent, or a supplementary protection certificate thereof, which has not been held permanently revoked, unenforceable or invalid by a decision of a court, patent office or other forum of competent jurisdiction, unappealable or unappealed within the time allowed for appeal and that is not admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, or (b) a claim of a pending patent application that has not been abandoned, finally rejected or expired without the possibility of appeal or re-filing and that has not been pending for more than (i) six (6) years in the case of any U.S. patent application or (ii) nine (9) years in the case of a non-U.S. patent application, after the priority date of such patent application.

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1.58 “Veterinary Dosing Technology” shall mean (a) taste-masking technology that allows a veterinary medication to pass the taste buds undetected and/or to make such medication more palatable, (b) veterinary dosage form formulation technology, and/or (c) veterinary drug delivery technology.

1.59 “Warrant” shall mean the warrant to purchase common stock of Advaxis issued to Aratana pursuant to Section 4.1(b).

2. License.

2.1 License Grant. Subject to the terms and conditions of this Agreement, Advaxis hereby grants to Aratana an exclusive, worldwide, royalty bearing right and license, with the right to sublicense through multiple tiers of sublicenses in accordance with the terms of this Agreement, under the Advaxis Technology and Advaxis’s interest in any Joint Patents in order to (a) to make, have made, use, and import Constructs or Compounds for Product development purposes solely in the Aratana Field in accordance with this Agreement and (b) to make, have made, use, import, sell, have sold, offer for sale, and import Products solely in the Aratana Field under this Agreement.

2.2 Sublicensing. Aratana shall provide Advaxis with reasonable notice prior to entering into any sublicense agreement. Any and all sublicenses of the license granted to Aratana under Section 2.1 shall be in writing and shall be subject to, and consistent with, the terms and conditions of this Agreement, including the right to allow Advaxis to audit books and records. Aratana shall be responsible for the compliance of its Affiliates and Sublicensees with the terms and conditions of this Agreement. Within 30 days after execution, Aratana shall provide Advaxis with a full and complete copy of each sublicense agreement (provided that Aratana may redact any confidential information contained therein that is not necessary to ascertain compliance with this Agreement).

2.3 Sublicensee Technology for Use by Advaxis . In connection with any Sublicense entered into pursuant to Section 2.2, Aratana shall use commercially reasonable efforts to include in each sublicense agreement with an Affiliate of Aratana or with a Sublicensee a present grant by such Affiliate or Sublicensee to Aratana of an exclusive (even as to such Affiliate or Sublicensee), worldwide, royalty-free, fully-paid, irrevocable and perpetual license, with the right to sublicense through multiple tiers of sublicenses, under such Affiliate’s or Sublicensee’s Sublicensee Technology, to make, have made, use, sell, have sold, offer for sale, and import any Advaxis Product which may utilize or incorporate such Sublicensee Technology in the Advaxis Field.

2.4 Technology Transfer. Promptly following the Effective Date, and from time to time thereafter as new Advaxis Know-How becomes available, Advaxis will disclose to Aratana (to the extent not previously disclosed) all Advaxis Know-How available in written, electronic or other recorded form, including, without limitation: (a) the final reports of all in vitro and in vivo studies of Constructs and Compounds conducted by or on behalf of Advaxis; (b) raw data from any dog toxicology study of Constructs and Compounds conducted by or on behalf of Advaxis prior to the Effective Date; and (c) Advaxis Know-How related to the manufacture of Constructs and Compounds, including manufacturing processes used, scale-up information, analytical methods, and specifications, as well as the assistance and authorization described in Section 3.3 hereof.

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2.5 Negative Covenants. Aratana hereby covenants not to practice, and not to permit or cause any Aratana Affiliate, Sublicensee or other Third Party to practice, any Advaxis Technology for any purpose outside the express scope of the license granted under Section 2.1. Advaxis hereby covenants that, during the term of this Agreement, neither Advaxis nor its Affiliates will develop or commercialize any product containing a Construct or Compound for use in the Aratana Field, and that neither Advaxis nor its Affiliates will grant a license or other right to any Third Party to conduct any such activities.

2.6 Retained Rights. Advaxis will at all times retain the sole and exclusive right to practice and grant licenses to Third Parties under the Advaxis Technology for any and all uses in the Advaxis Field, including to make, have made, use, sell, have sold, offer for sale and import Constructs, Compounds and Products in the Advaxis Field. Without limiting the generality of the foregoing, Advaxis will at all times retain the sole and exclusive right under the Advaxis Technology to conduct or have conducted, and to license or authorize any Third Party to conduct or have conducted, any nonclinical laboratory study of a Compound or Product in support of, or that is intended to support, any application to conduct clinical research of Constructs, Compounds or Products in humans, or to obtain approval or authorization to market or sell Constructs, Compounds or Products for human use. In addition, and notwithstanding the exclusivity of the license granted pursuant to Section 2.1, Advaxis shall at all times retain the non-exclusive right under the Advaxis Technology and Advaxis’s interest in the Joint Patents: (a) to conduct basic non-GLP exploratory studies of Constructs, Compounds or Products in non-human animals to determine whether Constructs, Compounds or Products has any potential utility or to determine physical or chemical characteristics of Constructs, Compounds or Products; and (b) to make and have made Constructs, Compounds or Products for use in the studies described in the preceding clause (a).

2.7 License Grant-Back to Advaxis in Advaxis Field. Effective as of the Effective Date, Aratana shall, and it hereby does, grant to Advaxis an exclusive (even as to Aratana), worldwide, royalty-free, fully-paid, irrevocable and perpetual license, with the right to sublicense through multiple tiers of sublicenses, under the Aratana Technology and Aratana’s interest in the Joint Patents, to make, have made, use, sell, have sold, offer for sale, and import Advaxis Products which utilize or incorporate such Aratana Technology or the Joint Patents in the Advaxis Field. On an ongoing basis during the Term, Aratana shall promptly disclose to Advaxis all Aratana Know-How that is available in written, electronic or other recorded form. Without limiting the generality of the foregoing, Aratana shall provide to Advaxis, promptly following the availability thereof, true and complete copies of all written, graphic or electronic embodiments of data and information generated by or on behalf of Aratana, any of its Affiliates or any Sublicensee with respect to Constructs, Compounds or Products, including, without limitation, all draft and final reports of any test, study or trial of Constructs, Compounds or Products and all pharmacology, toxicology, pharmacokinetic and other data regarding Constructs, Compounds or Products, as well as true and complete copies of all Aratana Regulatory Filings.

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2.8 Right of Reference . Aratana hereby grants to Advaxis and its Affiliates, and to any Third Party licensee of Advaxis Technology in the Advaxis Field that is designated by Advaxis in writing to Aratana, an irrevocable right of reference, under and to: (a) the Regulatory Filings that Aratana or its Affiliates may Control with respect to Products in the Aratana Field; and (b) any and all data, information, reports, analyses, records, Results and materials from the non-clinical and clinical activities or from any post-marketing studies generated by or on behalf of Aratana that are filed with a Regulatory Authority; in each case, as necessary or desirable for purposes of developing and commercializing the Compounds, Constructs or other Advaxis products in the Advaxis Field. Aratana shall, promptly upon request of Advaxis, file with applicable Regulatory Authorities such letters of access or cross-reference as may be necessary to accomplish the intent of this Section 2.8.

2.9 Joint Steering Committee.

(a)  Overview. Aratana and Advaxis shall establish a joint oversight committee in accordance with this Section 2.9 (the “JSC” ). The JSC shall be formed within thirty (30) days following the Effective Date, and thereafter shall remain in effect. The JSC shall serve as a forum for discussing and sharing information relating to Aratana’s progress, itself and with or through Affiliates or Sublicensees, in the development, manufacture and commercialization of Products.

(b)  Composition of the JSC. Each party shall appoint two (2) representatives as its members of the JSC. The parties’ respective representatives shall jointly be responsible for calling meetings, setting the agenda, circulating the agenda and distributing minutes of the meetings following such meetings. Each party’s members of the JSC shall have substantial experience in pharmaceutical product research and development. Each party may replace its members of the JSC upon written notice to the other party. From time to time, the JSC may invite personnel of either party to participate in discussions of the JSC.

(c)  Responsibilities of the JSC. The JSC’s responsibilities will include (i) reviewing progress in development of Constructs, Compounds and Products in the Aratana Field, including reviewing progress toward obtaining regulatory approval of Products, review of development plans, and including review of relevant filings with Regulatory Authorities; (ii) discussing information with respect to developments with respect to the intellectual property landscape related to Products or competitive products, (iii) facilitating the exchange of information and materials with respect to the foregoing, and with respect to other information required to be provided to Advaxis under this Agreement, and (iv) performing such other functions as appropriate to further the purposes of this Agreement as determined by the parties. Notwithstanding the foregoing, the parties acknowledge that (A) Aratana must be enabled to comply with any confidentiality obligations to its Sublicensees and accordingly, the JSC shall structure its meetings so as to observe Aratana’s confidentiality obligations to its Sublicensees, provided that Aratana shall use commercially reasonable efforts to obtain from its Sublicensees permission to disclose the foregoing information to Advaxis, subject to Advaxis’s confidentiality obligations and (B) Advaxis’s JSC representatives may be excluded from access to any information or material of Aratana if Aratana determines in good faith that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary information.

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(d) Meetings of the JSC. The JSC shall hold meetings at Aratana’s offices or at such other times and places as may be agreed by the members of the JSC, but in no event shall such meetings be held less frequently than once every three (3) months during time periods when it is in existence. Meetings of the JSC will be effective only if two (2) representatives of each party are in attendance or participating in the meeting. Each party will be responsible for the expenses incurred in connection with its employees, consultants and its members of the JSC attending or otherwise participating in JSC meetings.

2.10 Alliance Managers. Promptly after the Effective Date, each party shall appoint an individual (other than an existing member of the JSC) to act as the alliance manager for such party (each, an “Alliance Manager” ). Each Alliance Manager shall thereafter be permitted to attend meetings of the JSC as a nonvoting observer, subject to obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in Article 8. The Alliance Managers shall be the primary point of contact for the parties regarding the activities contemplated by this Agreement and shall facilitate communication regarding all activities hereunder. The Alliance Managers shall lead the communications between the parties and shall be responsible for following-up on decisions made by the JSC. The name and contact information for such Alliance Manager, as well as any replacement(s) chosen by either party, in their sole discretion, from time to time, shall be promptly provided to the other party by written notice.

2.11 Additional Constructs. Upon request, Aratana may license from Advaxis additional constructs that are not Constructs as of the Effective Date and that could reasonably be believed to be suitable for treating [c.i.], osteosarcoma, [c.i.], [c.i.] (the “Additional Constructs” ) as follows: Advaxis shall notify Aratana in writing if it pursues preclinical development of any such Additional Construct. If Advaxis so notifies Aratana that it is developing an Additional Construct, then the parties shall negotiate the terms under which Aratana may add such Additional Construct(s) as Constructs under this Agreement for ninety (90) days. If Aratana and Advaxis agree upon the terms pursuant to which such Additional Construct(s) shall be added as Constructs under this Agreement during such time period, such Additional Constructs will be added to Exhibit B and become Constructs by virtue of an amendment to this Agreement. Additionally, if Aratana desires to have Advaxis develop Additional Constructs that Advaxis is not otherwise developing, Aratana shall so notify Advaxis in writing and specify the details of the development Aratana wishes Advaxis to perform. If Aratana requests Advaxis to develop Additional Constructs, the parties shall agree upon a mutually acceptable development plan and budget for such activities and Aratana would pay Advaxis for performance of all such requested development activities in accordance with such development plan and budget, with the costs of Advaxis’s activities to be equal to Advaxis’s direct costs of performing such activities (calculated on a full-time equivalent plus out of pocket cost basis), without any additional mark-up. Any such Additional Constructs would be added to Exhibit B and become “Constructs” by virtue of an amendment to this Agreement. For clarity, Advaxis shall not offer to any Third Party the opportunity to obtain a license or other right to any Additional Constructs for development and commercialization of products including such constructs in the Aratana Field without first complying with this Section 2.11.

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3. Development and Commercialization of Products.

3.1 Development. Aratana shall use commercially reasonable efforts (a) to conduct such development activities as are necessary to support the filing of applications for regulatory approval in the Aratana Field for at least one (1) Product in the U.S. and at least three countries in the European Union, and (b) to obtain regulatory approval in the Aratana Field for at least one Product in the U.S. and at least three (3) countries in European Union. Aratana shall be solely responsible for world-wide Product development expenses in the Aratana Field.

(a) Aratana shall conduct all pre-clinical and clinical trials, including all target animal safety studies in good scientific manner, and in compliance in all material respects with all requirements of Applicable Laws to attempt to achieve the objectives of this Agreement efficiently and expeditiously.

(b) Aratana shall also maintain records, in reasonable detail and in good scientific manner, which shall be complete and accurate and shall fully and properly reflect all work done and results achieved in connection with its development efforts in the form required under all Applicable Laws.

3.2 Regulatory. Aratana (or its Affiliate or Sublicensee, as applicable) shall have the sole responsibility, at its sole expense, for all Aratana Regulatory Filings. If a determination is made by Regulatory Authorities in the United States that the regulatory approval of a Product in the Aratana Field will be within the jurisdiction of the FDA and not the USDA, then the parties will negotiate a reduction in the payments due to Advaxis pursuant to this Agreement to reflect the increased costs and expenses that Aratana, its Affiliates and Sublicensees will incur by reason of needing to perform activities in accordance with the FDA regulatory approval process for Products in the Aratana Field.

3.3 Manufacture and Supply. Aratana shall be solely responsible, at its sole expense, for all aspects of manufacturing of Constructs, Compounds and Products for clinical and commercial use in the Aratana Field. In furtherance of the foregoing, promptly following the Effective Date, Advaxis shall provide Aratana with an introduction to Advaxis’s Third Party contract manufacturer for Constructs, Compounds and Products and shall deliver to such contract manufacturer written authorization (a) to contract with Aratana for the manufacture and supply of Constructs, Compounds and Products, as applicable, (b) to manufacture Constructs, Compounds and Products on behalf of Aratana, and (c) to disclose to Aratana such Advaxis Know-How regarding manufacture of Constructs, Compounds and Products in the possession of such contract manufacturer as is necessary or useful for Aratana to develop, and to obtain and maintain regulatory approvals for, Constructs, Compounds and Products in the Aratana Field.

3.4 Commercialization. Aratana shall be solely responsible for worldwide commercialization of Products in the Aratana Field, and, following receipt of regulatory approval for a Product in the Aratana Field in any country or other regulatory jurisdiction, Aratana shall use commercially reasonable efforts to market and sell such Product in the Aratana Field in such country or other jurisdiction; in each case, at Aratana’s (or its Affiliates’ and Sublicensees’) sole expense.

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4. Financial Terms of License.

4.1 License Fee and Subscription Agreement at Signing. As partial consideration for the rights granted to Aratana pursuant to this Agreement, Aratana shall pay to Advaxis the following amounts:

(a) Payment of US $1,000,000 on the Effective Date of this Agreement.

(b) In addition to the foregoing, payment of US $1,500,000 on the Effective Date in accordance with the terms of the Subscription Agreement attached hereto as Exhibit D , which the parties shall enter into concurrently with the execution hereof, for the purchase of securities of Advaxis consisting of 306,122 shares of common stock and a warrant, in the form attached as Annex A to the Subscription Agreement, to purchase 153,061 shares of common stock with an exercise price equal to $4.90 per share.

4.2 Milestone Payments. Within thirty (30) days after the first achievement of each of the milestones described below by Aratana, its Affiliates or Sublicensees with respect to Products in the Aratana Field, Aratana shall pay to Advaxis the corresponding non-refundable, non-creditable milestone payment set forth in Exhibit C .

4.3 Royalties.

(a) Net Sales in the United States. As further consideration to Advaxis for the licenses and other rights granted to Aratana under this Agreement, Aratana shall pay royalties to Advaxis on aggregate annual Net Sales of Products by Aratana and its Affiliates (but not Sublicensees) in the United States in each calendar year at the applicable rate(s) set forth below:

(b) Net Sales Outside the United States. Aratana shall pay royalties to Advaxis on aggregate Net Sales of Products by Aratana and its Affiliates (but not Sublicensees) outside of the United States at a rate equal to half of the royalty rate payable by Aratana on Net Sales of Products in the United States as set forth in the table in Section 4.3(a).

For clarity, no royalties shall be payable under this Section 4.3(a) with respect to sales of Products by Sublicensees, which shall otherwise be subject to payments due to Advaxis under the provision of Section 4.5.

4.4 Royalty Term. Royalties under Section 4.3(a) shall be payable on a Product-by-Product and country-by-country basis from first commercial sale of a Product in a country until the later of (a) the tenth (10th) anniversary of first commercial sale of such Product by Aratana, its Affiliates or Sublicensees in the Aratana Field in such country or (b) the expiration of the last-to-expire Valid Claim of a Advaxis Patent or Joint Patent claiming or covering the composition of matter, formulation or method of use of such Product in such country.

4.5 Sublicensee Royalties. Aratana shall pay to Advaxis 50% of all Sublicensee Royalties received by Aratana and its Affiliates.

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5. Payments; Reports; Audits.

5.1 Payment; Reports. Royalties under Section 4.3(a) and payments under Section 4.5 (collectively, “Sales-Based Payments” ) shall be calculated and reported for each calendar quarter and shall be paid within sixty (60) days after the end of the calendar quarter. Each payment of Sales-Based Payments shall be accompanied by a report of Net Sales of Products by Aratana and its Affiliates and Sublicensee Royalties received by Aratana and its Affiliates in sufficient detail to permit confirmation of the accuracy of the payment made, including gross sales and Net Sales of Products on a Product-by-Product and country-by-country basis, the royalty payable, Sublicensee Royalties received (together with a copy of each royalty report received by Aratana or its Affiliate from any Sublicensee), and the exchange rates used. In the event that no royalties are payable in respect of a given calendar quarter, Aratana shall submit a royalty report so indicating. All other payments to be made under this Agreement shall be made in accordance with the terms set forth in the applicable Section(s) regarding such payments.

5.2 Manner and Place of Payment; Exchange Rate. All payment amounts specified in this Agreement are stated, and all payments hereunder shall be payable, in U.S. dollars. With respect to each calendar quarter, for countries other than the U.S., whenever conversion of payments from any foreign currency shall be required, such conversion shall be made at the average of the rates of exchange reported in The Wall Street Journal, U.S. Edition , for the last five (5) business days of the applicable calendar quarter. All payments owed under this Agreement shall be made by wire transfer to a bank and account designated in writing by Advaxis, unless otherwise specified in writing by Advaxis. Such payments shall be without deduction of currency conversion, collection or other charges except as may be required pursuant to Section 5.3.

5.3 Taxes . In the event that a party is mandated under the laws of a country to withhold any tax to the tax or revenue authorities in such country in connection with any payment to the other party, such amount shall be deducted from the payment to be made by such withholding party, provided, that the withholding party shall notify the other party of such withholding so that the other party may take lawful actions to avoid and minimize such withholding. The withholding party shall promptly furnish the other party with copies of any tax certificate or other documentation evidencing such withholding as necessary to enable the other party to support a claim, if permissible, for income tax credit in respect of any amount so withheld. Each party agrees to cooperate with the other party in claiming exemptions from such deductions or withholdings under any agreement or treaty in effect from time to time.

5.4 Audits. During the Term and for a period of three (3) years thereafter, Aratana shall keep, and shall cause its Affiliates to keep, complete and accurate records pertaining to the sale or other disposition of Products by Aratana and its Affiliates and the receipt of Sublicensee Royalties by Aratana and its Affiliates, in sufficient detail to permit Advaxis to confirm the accuracy of all payments due under Sections 4.1(b), 4.3 and 4.5. Advaxis shall have the right to cause an independent, certified public accountant reasonably acceptable to Aratana to audit such records to confirm Net Sales, royalties, and Sublicensee Royalties for a period covering not more than the preceding three (3) years. Aratana may require such accountant to execute a reasonable confidentiality agreement with Aratana prior to commencing the audit. Such audits may be conducted during normal business hours upon reasonable prior written notice to Aratana, but no more frequently than once per year. No accounting period of Aratana shall be subject to audit more than one (1) time by Advaxis. Prompt adjustments (including remittances of underpayments or overpayments disclosed by such audit) shall be made by the parties to reflect the results of such audit. Advaxis shall bear the full cost of such audit unless such audit discloses an underpayment by Aratana of (i) five percent (5%) or more of the amount of payments due under this Agreement, or (ii) $100,000, whichever is less, in which case Aratana shall bear the full cost of such audit.

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5.5 Late Payments. In the event that any payment due under this Agreement is not made when due, such payment shall accrue and be calculated on a daily basis (both before and after any judgment) at the rate of two percent (2%) per annum above the then-current prime rate quoted by Citibank in New York City for the period from the due date for payment until the date of actual payment; provided, however, that in no event shall such rate exceed the maximum legal annual interest rate. The payment of such interest shall not limit Advaxis from exercising any other rights it may have as a consequence of the lateness of any payment.

6. Intellectual Property.

6.1 Inventorship. Inventorship of any Invention shall be determined in accordance with U.S. patent laws. Regardless of inventorship, ownership of any Invention shall be determined in accordance with Section 6.2 below.

6.2 Ownership.

(a)  Inventions Generally. Except as expressly set forth in Sections 6.2(b) and 6.2(c) below, all Inventions made solely by one or more employees, officers or consultants of one party shall be owned solely by such party, and all Inventions made jointly by one or more employees, officers or consultants of Aratana and one or more employees, officers or consultants of Advaxis, shall be owned jointly by Aratana and Advaxis. Such jointly owned Inventions shall be without any duty of accounting to the other party or any obligation to obtain the consent of the other party to grant licenses thereunder or to enforce such rights. To the extent necessary to effect the foregoing each party grants to the other party a nonexclusive, world-wide, royalty-free, sublicenseable license under its interest in all such jointly owned Inventions.

(b)  Advaxis Inventions. All Advaxis Inventions, regardless of inventorship, shall be owned solely by Advaxis. Aratana hereby assigns to Advaxis all right, title and interest in and to all Advaxis Inventions, together with all Patent and other intellectual property rights therein (it being understood that Advaxis Inventions and Patents claiming Advaxis Inventions would be included in the Advaxis Technology licensed to Aratana). Aratana agrees promptly to disclose each Advaxis Invention to Advaxis in writing and to execute such documents and perform such other acts as Advaxis may reasonably request to obtain, perfect and enforce such rights to the Advaxis Inventions and the assignment thereof. Aratana also shall require that any employee, officer or consultant of Aratana that receives any Construct or Compound pursuant to this Agreement above shall agree to assign, and shall assign, to Aratana (or, at Advaxis’s request, directly to Advaxis) any Advaxis Invention made by such employee, officer or consultant. Advaxis may, in its sole discretion, file and prosecute in its own name and at its own expense, patent applications claiming Advaxis Inventions. Upon the request of Advaxis, and at Advaxis’s expense, Aratana will assist Advaxis in the preparation, filing and prosecution of such patent applications and shall execute and deliver any and all instruments necessary to enable Advaxis to file and prosecute such patent applications in any country.

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(c) Combination Inventions. All Combination Inventions, regardless of inventorship, shall be owned jointly by Aratana and Advaxis. Each party hereby assigns to the other party an equal, undivided joint ownership interest in and to all Combination Inventions, together with all Patent and other intellectual property rights therein (it being understood that Advaxis rights to Patents claiming Combination Inventions would be included in the Advaxis rights to Joint Patents licensed to Aratana pursuant to this Agreement), without any duty of accounting to the other party or any obligation to obtain the consent of the other party to grant licenses thereunder or to enforce such rights. To the extent necessary to effect the foregoing each party grants to the other party a nonexclusive, world-wide, royalty-free, sublicenseable license under its interest in all Combination Inventions. Each party agrees to execute such documents and perform such other acts as may be reasonably necessary to obtain, perfect and enforce the parties’ respective rights to the Combination Inventions and the assignment thereof to the parties jointly. Aratana also shall require that any employee, officer or consultant of Aratana that participates in development, manufacturing or commercialization of Constructs, Compounds or Products shall agree to assign, and shall assign, to Aratana (or, at Advaxis’s request, jointly to Aratana and Advaxis) any Combination Invention made by such employee, officer or consultant.

(d) Advaxis Technology. Aratana acknowledges that Advaxis is and shall at all times remain the sole and exclusive owner of the Advaxis Technology.

6.3 Patent Prosecution and Maintenance. For purposes of this Section 6.3, a party’s right to prosecute and maintain a Patent shall be deemed to include, without limitation, the right to control any interference, reexamination, reissue or opposition proceeding with respect to such Patent, and the right to seek patent term restorations, supplementary protection certificates and other forms of patent term extensions with respect to such Patent.

(a) Advaxis Patents. Advaxis shall have the sole right, but not the obligation, to control and manage the preparation, filing, prosecution and maintenance of all Advaxis Patents worldwide, at its sole cost and expense and by counsel of its own choice.

(b) Aratana Patents. Aratana shall have the sole right, but not the obligation, to control and manage the preparation, filing, prosecution and maintenance of all Aratana Patents, at its sole cost and expense and by counsel of its own choice.

(c) Joint Patents. Advaxis shall have the first right, but not the obligation, to control and manage the preparation, filing, prosecution and maintenance of all Joint Patents, at its sole cost and expense and by counsel of its own choice. Advaxis shall keep Aratana reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of Joint Patents and shall consult with, and consider in good faith the requests and suggestions of, Aratana with respect to strategies for filing and prosecuting Joint Patents worldwide. In the event that Advaxis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country, Advaxis shall provide reasonable prior written notice to Aratana of such intention to abandon (which notice shall, to the extent possible, be given no later than thirty (30) days prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Aratana’s sole discretion, upon written notice to Advaxis, Aratana may elect to continue prosecution and/or maintenance of such Joint Patent, at its sole cost and expense and by counsel of its own choice.

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6.4 Cooperation. Each party agrees to cooperate fully in the preparation, filing, prosecution and maintenance of Patents under Section 6.3. Such cooperation includes, but is not limited to: (a) executing all papers and instruments, or requiring its employees or contractors, to execute such papers and instruments, so as to effectuate the ownership of Inventions set forth in Section 6.2, and Patents claiming or disclosing such Inventions, and to enable the other party to apply for and to prosecute patent applications in any country as permitted by Section 6.3; and (b) promptly informing the other party of any matters coming to such party’s attention that may affect the preparation, filing, prosecution or maintenance of any such patent applications.

6.5 Infringement by Third Parties. In the event that either Advaxis or Aratana becomes aware of any infringement or threatened infringement by a Third Party of any Advaxis Patent, Aratana Patent or Joint Patent, it shall promptly notify the other party in writing to that effect.

(a) Advaxis Patents. Advaxis shall have the sole right to bring and control any action or proceeding against a Third Party with respect to infringement of any Advaxis Patent in any country, at its sole cost and expense and by counsel of its own choice. However, after the Effective Date, in the event that:

(i) the applicable infringing activity in such country is competitive with a Product being developed or commercialized by Aratana, its Affiliate or a Sublicensee in the Aratana Field in such country; and

(ii) either (A) Advaxis has not granted any Third Party a license under such Advaxis Patent or (B) if Advaxis has granted such a license, Advaxis retains the right to enforce such Advaxis Patent in the Aratana Field; and

(iii) such Advaxis Patent does not cover any Advaxis Product being developed or commercialized by or on behalf of Advaxis, its Affiliates or Third Party licensees in the Advaxis Field;

then Advaxis shall consider in good faith a written request by Aratana for Advaxis’s consent to Aratana bringing and controlling an infringement action against such Third Party in such country, at Aratana’s sole expense and on terms and conditions to be mutually agreed by the parties; provided, however, that the giving or withholding of any such consent shall be at Advaxis’s sole discretion; and provided, further, that if (1) Advaxis withholds such consent, and (2) none of the composition of matter, formulation and method of use of the applicable Product is claimed or covered by any issued patent in such country except for the Advaxis Patent in question, then Aratana’s obligations under Section 4.3 or Section 4.5 (as applicable) with respect to such Product in such country shall be reduced by twenty-five percent (25%) for so long as such infringing activity continues.

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(b) Aratana Patents. Aratana shall have the sole right to bring and control any action or proceeding against a Third Party with respect to infringement of any Aratana Patent in any country, at its sole cost and expense and by counsel of its own choice.

(c) Joint Patents. With respect to any Third Party infringement of a Joint Patent by infringing activity in the Advaxis Field in any country, Advaxis shall have the sole right to bring and control any enforcement action or proceeding against such Third Party with respect to such infringement in the Advaxis Field, at its own expense and by counsel of its own choice. With respect to any Third Party infringement of a Joint Patent by infringing activity in the Aratana Field in any country, Aratana shall have the sole right to bring and control any enforcement action or proceeding against such Third Party with respect to such infringement in the Aratana Field, at its own expense and by counsel of its own choice. Notwithstanding the foregoing, in the case of Third Party infringement of a Joint Patent by infringing activity in both the Advaxis Field and the Aratana Field in any country, the parties may mutually agree on a another allocation of responsibility for initiating and prosecuting such action, and how costs and recoveries will be allocated between the parties.

(d) Cooperation; Award. In the event a party brings an infringement action in accordance with this Section 6.5, the other party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. Neither party shall enter into any settlement or compromise of any action under this Section 6.5 which would in any manner alter, diminish, or be in derogation of the other party’s rights under this Agreement without the prior written consent of such other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 6.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by a party as a result of any action brought and controlled by such party pursuant to this Section 6.5 with respect to infringing activity in the Aratana Field (after reimbursement of the parties’ litigation expenses) shall be allocated as follows:

(i)  compensatory damages shall be treated as Sublicensee Royalties in the quarter in which such damages are received for purposes of Section 4.5, with Aratana paying to Advaxis, or Advaxis retaining (as applicable), the applicable percentage of such deemed Sublicensee Royalties set forth in Section 4.5; and

(ii) non-compensatory damages shall be treated as Net Sales for purposes of Section 4.3, with Aratana paying to Advaxis, or Advaxis retaining (as applicable), the applicable percentage of such deemed Net Sales set forth in Section 4.3.

6.6 Third Party Infringement Claims. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Advaxis shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Advaxis’s activities at its own expense and by counsel of its own choice. Aratana shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Aratana’s activities at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 6.6 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheld).

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6.7 Trademarks. Aratana shall have the sole right to select the trademarks for use with any Product for use by or on behalf of Aratana or any of its Affiliates or Sublicensees in connection with the marketing and sale of Products in the Aratana Field ( “Aratana Product Marks” ) and shall own and retain all right, title and interest in and to the Aratana Product Marks, and all goodwill associated with or attached to the Aratana Product Marks arising out of the use thereof by Aratana, its Affiliates and Sublicensees shall inure to the benefit of Aratana. Notwithstanding the foregoing, Aratana shall not select as an Aratana Product Mark any trademark that incorporates, or is confusingly similar to, any Advaxis trademark used by or on behalf of Advaxis or any of its Affiliates or Third Party licensees in connection with the marketing and sale of any Advaxis product or any corporate trade name, registered trademark or logo of Advaxis, in each case, without Advaxis’s prior written approval, which Advaxis may withhold in its sole discretion.

7. Representations and Warranties; Limitation of Liability.

7.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action; and (c) this Agreement is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. Each party covenants to the other party that such party will not enter into any agreement that conflicts with this Agreement.

7.2 Advaxis Representations and Warranties. Advaxis hereby represents and warrants to Aratana, as of the Effective Date, that: (a)  Exhibit A attached hereto contains a true and complete list of the existing Advaxis Patents; (b) Advaxis is the sole owner of the Advaxis Patents; (c) Advaxis has not granted to any Third Party any license or other right with respect to the Advaxis Technology in the Aratana Field; (d) Advaxis is not a party to any legal action, suit or proceeding relating to the Advaxis Technology; and (e) Advaxis has not received any written communication from any Third Party claiming that the manufacture, use, import, offer for sale, and sale of Constructs, Compounds or Products in the Aratana Field infringes or misappropriates any Patent or other intellectual property rights of any Third Party.

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7.3 Debarment. During the Term, neither party shall, in the development of Compound or Product, use any employee or consultant that is debarred by any Regulatory Authority or, to its knowledge, is the subject of debarment proceedings by any Regulatory Authority.

7.4 Disclaimer. Except as expressly set forth in this Agreement, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENTS, NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.

7.5 Limitation of Liability. EXCEPT FOR LIABILITY FOR BREACH OF ARTICLE 8, NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT; provided, however, that this Section 7.5 shall not be construed to limit either party’s indemnification obligations under Article 10.

8. Confidentiality.

8.1 Confidential Information. Each party recognizes that it will receive access to Confidential Information (as defined below) of the other party, the unauthorized disclosure or unauthorized use of which may cause irreparable damage to the other party. “Confidential Information” shall mean all scientific, regulatory, marketing, financial, and commercial information or data, whether communicated in written, oral, graphic, electronic or visual form, that is provided by one party (the “Disclosing Party” ) to the other party (the “Receiving Party” ) in connection with this Agreement; provided, however, that: (a) all Results and all Combination Inventions shall be deemed Confidential Information of both parties, and each party shall be deemed both a Disclosing Party and a Receiving Party with respect thereto; and (b) all Advaxis Inventions shall be deemed the Confidential Information of Advaxis only, and Advaxis shall be deemed the Disclosing Party and Aratana the Receiving Party with respect thereto. Except as expressly set forth in this Agreement or as otherwise agreed in writing by the parties, the Receiving Party agrees that it will keep strictly confidential, in accordance with the terms and conditions of this Article 8, the Disclosing Party’s Confidential Information, shall use the Disclosing Party’s Confidential Information solely as expressly authorized by this Agreement, and shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use at least the same degree of care to protect the Disclosing Party’s Confidential Information as the Receiving Party would use to protect its own Confidential Information, but no less than reasonable care. Notwithstanding the foregoing, the Receiving Party may share the Disclosing Party’s Confidential Information with those of its officers, directors, employees, consultants and other representatives that have a need to know such information for the purposes expressly authorized by this Agreement, have been advised by the Receiving Party of the Receiving Party’s obligations under this Agreement, and are contractually or legally bound by obligations of non-disclosure and non-use at least as stringent as those contained herein. The failure of any officer, director, employee, consultant or other representative of the Receiving Party to comply with the terms and conditions of this Agreement shall be considered a breach of this Agreement by the Receiving Party.

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8.2 Exceptions. Confidential Information of the Disclosing Party shall not include information that the Receiving Party can demonstrate by competent evidence: (a) was in the public domain at the time of disclosure by the Disclosing Party (or, in the case of Results, Advaxis Inventions or Combination Inventions, at the time of generation of such Results, Advaxis Inventions or Combination Inventions); (b) later became part of the public domain through no act or omission of the Receiving Party in breach of this Agreement; (c) is lawfully disclosed to the Receiving Party on a non-confidential basis by a third party having the right to disclose it; or (d) was already known by the Receiving Party at the time of receiving such information from the Disclosing Party, as evidenced by its pre-existing written records (provided that the exception set forth in this clause (d) shall not apply to Results, Advaxis Inventions or Combination Inventions).

8.3 Authorized Disclosure. The Receiving Party may disclose Confidential Information as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances:

(a) filing or prosecuting Patents as permitted by this Agreement;

(b) enforcing the Receiving Party’s rights under this Agreement;

(c) prosecuting or defending litigation as permitted by this Agreement;

(d) complying with applicable court orders or governmental regulations or rules of a securities exchange;

(e) in the case of Aratana, in regulatory filings and submissions with respect to Products in the Aratana Field;

(f) in the case of Advaxis, in regulatory filings and submissions with respect to Advaxis Products in the Advaxis Field;

(g) disclosure to the Receiving Party’s Affiliates, provided that Confidential Information so disclosed shall remain subject to this Article 8;

(h) in the case of Aratana, disclosure to Sublicensees and bona fide potential Sublicensees, on the condition that each such Third Party agrees to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement;

(i) in the case of Advaxis, disclosure to licensees and bona fide potential licensees of Advaxis Products in the Advaxis Field, on the condition that each such Third Party agrees to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and

(j) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use.

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Notwithstanding the foregoing, in the event the Receiving Party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 8.3(c) or Section 8.3(d), it shall, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Receiving Party agrees to take all reasonable action to avoid unauthorized disclosure and unauthorized use of Confidential Information.

8.4 Confidentiality of Agreement. Except as otherwise provided in this Article 8, each party agrees not to disclose to any Third Party the terms or existence of this Agreement without the prior written consent of the other party hereto, except that each party may make such disclosure to the extent permitted under Section 8.3 and, after the initial announcement of this Agreement pursuant to Section 8.6, each party may disclose the terms of this Agreement that have previously been made public as contemplated by Section 8.6. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by either party with the Securities and Exchange Commission or as otherwise required by law.

8.5 Publications. Each party recognizes that, following the Effective Date, the publication of papers including Results and other information regarding Products in the Aratana Field, including oral presentations and abstracts, may be beneficial to both parties provided such publications are subject to reasonable controls to protect Confidential Information. Accordingly, Advaxis shall have the right to review and comment on any material proposed for disclosure or publication by Aratana, such as by oral presentation, manuscript or abstract, relating to the development, manufacture or commercialization of Products. Before any such material is submitted for publication, Aratana shall deliver a complete copy to Advaxis at least forty-five (45) days prior to submitting the material to a publisher or initiating any other disclosure. Advaxis shall review any such material and give its comments to Aratana within thirty (30) days of the delivery of such material to Advaxis. With respect to oral presentation materials and abstracts, Advaxis shall make reasonable efforts to expedite review of such materials and abstracts, and shall return such items as soon as practicable to Aratana with appropriate comments, if any, but in no event later than thirty (30) days from the date of delivery to Advaxis. Aratana shall comply with Advaxis’s request to delete references to Confidential Information of Advaxis (other than Results) in any such material and agrees to delay any submission for publication or other public disclosure for a period of up to an additional ninety (90) days for the purpose of permitting the preparation and filing of appropriate patent applications.

8.6 Publicity. The parties agree that no public announcement of this Agreement shall be made by either party unless and until the occurrence of the Effective Date, provided that if, prior to the Effective Date, a party determines, based on advice of counsel, that it is required by Applicable Laws or rules of a securities exchange to make any public announcement regarding this Agreement, such public announcement shall be subject to the provisions of this Section 8.6 that are applicable to public announcements after the Effective Date. Promptly following the Effective Date, the parties shall mutually agree in good faith upon the text of the initial press release announcing this Agreement. It is further acknowledged that each party may desire or be required to issue one or more subsequent press releases relating to this Agreement or activities hereunder. The parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press release prior to the issuance thereof, provided that a party may not unreasonably withhold consent to such releases, and that either party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with Applicable Law or with the requirements of any stock exchange on which securities issued by a party or its Affiliates are traded. In the event of such a required public announcement, to the extent practicable under the circumstances, the party making such announcement shall use commercially reasonable efforts to provide the other party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other party a reasonable opportunity to review and comment upon the proposed text. Each party may make public statements regarding this Agreement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is consistent with prior public disclosures or public statements approved by the other party pursuant to this Section 8.6 or permitted by Section 8.3 and does not reveal non-public information about the other party. In addition, each party shall have the right, without the other party’s prior written consent, to disclose to Third Parties, and to make public disclosures (via any medium) of, any information relating to this Agreement or any activity hereunder that has already been publicly disclosed in accordance with the preceding provisions of this Section 8.6 or as permitted by Section 8.3.

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9. Term; Termination.

9.1 Term. The term of this Agreement (the “Term” ) shall begin on the Effective Date and, unless earlier terminated in accordance with this Article 9, shall expire upon expiration of all royalty payment obligations of Aratana under this Agreement.

9.2 Termination by Aratana At Will. Aratana shall have the right to terminate this Agreement at will at any time upon 90 days’ prior written notice of termination to Advaxis.

9.3 Termination for Breach. A party shall have the right to terminate this Agreement upon written notice to the other party if such other party is in material breach of this Agreement and has not cured such breach within sixty (60) days (or thirty (30) days with respect to any payment breach) after notice from the terminating party requesting cure of the breach. Any such termination shall become effective at the end of such sixty (60)-day (or thirty (30)-day with respect to any payment breach) period unless the breaching party has cured such breach prior to the end of such period. Any right to terminate under this Section 9.3 shall be stayed and the cure period tolled in the event that, during any cure period, the party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 11 with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Article 11.

9.4 Termination for Patent Challenge. Advaxis shall have the right to terminate this Agreement immediately upon written notice to Aratana if Aratana or any of its Affiliates or Sublicensees, directly or indirectly through any Third Party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension of or the grant of a supplementary protection certificate with respect to, any Advaxis Patent.

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9.5 Consequences of Expiration or Termination.

(a)  Expiration. Upon expiration of this Agreement pursuant to Section 9.1, the license granted to Aratana under Section 2.1 shall survive such expiration and become fully-paid, non-exclusive, irrevocable and perpetual basis. To that end, upon expiration of this Agreement, each party may hold and use all data, reports, records, information and materials that relate to or are prepared in the course of their development activities with respect to such Product and may in its sole discretion continue any sublicense granted by it under this Agreement. For the avoidance of doubt, Advaxis’s irrevocable right of reference under Section 2.8 shall survive expiration or any termination of this Agreement.

(b)  Termination. Upon any termination of this Agreement for any reason after the Effective Date, the license granted to Aratana under Section 2.1 shall terminate and all such license rights shall revert to Advaxis. Within thirty (30) days after such termination:

(i) Aratana shall return to Advaxis all Confidential Information of Advaxis and all Advaxis Technology that is in Aratana’s or its Affiliates’ possession, including any and all documentation and other tangible embodiments thereof, except that Aratana may retain one archival copy of Advaxis’s Confidential Information solely for purposes of monitoring compliance with its obligations hereunder; and

(ii) Advaxis shall return to Aratana all Confidential Information of Aratana and all Aratana Technology that is in Advaxis’s or its Affiliates’ possession, including any and all documentation and other tangible embodiments thereof, which Confidential Information or Aratana Technology is not necessary or useful for the exercise of the license granted to Advaxis pursuant to Section 2.7 or, if applicable, the license granted to Advaxis pursuant to Section 9.5(c)(i) below, except that Advaxis may retain one (1) archival copy of the Confidential Information that Advaxis is obligated to return to Aratana solely for purposes of monitoring compliance with its obligations hereunder. Advaxis may retain and use all Confidential Information of Aratana and all Aratana Technology that is in Advaxis’s or its Affiliates’ possession, including any and all documentation and other tangible embodiments thereof, as necessary or useful for the exercise of the license granted to Advaxis pursuant to Section 2.7 and/or, if applicable, the license granted to Advaxis pursuant to Section 9.5(c)(i) below, subject, in each case, to the surviving terms and conditions of this Agreement.

In addition to the foregoing, Aratana shall, as directed by Advaxis, either wind-down any ongoing development activities with respect to Compounds or Products in the Aratana Field in an orderly fashion or promptly transition such development activities to Advaxis or its designee, in compliance with all Applicable Laws, rules and regulations and international guidelines.

(c) Additional Consequences of Certain Terminations After Effective Date. In addition to the consequences set forth in Section 9.5(b), the following provisions shall apply solely in the event of termination of this Agreement either by Advaxis pursuant to Section 9.3 or Section 9.4, or by Aratana pursuant to Section 9.2 (but not termination of this Agreement by Aratana pursuant to Section 9.3):

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(i) effective as of such termination, Aratana shall, and it hereby does, grant to Advaxis a non-exclusive, royalty-free, fully-paid, irrevocable, perpetual license, with the right to sublicense through multiple tiers of sublicense, under the Aratana Technology actually practiced by Aratana in connection with Products pursuant to and during the term of this Agreement, and Aratana’s interest in the Joint Patents, solely to develop, make, have made, use, sell, offer for sale, and import Products in the Aratana Field (it being understood that the foregoing license shall include Sublicensee Technology only to the extent, if any, that Aratana has the right to sublicense such Sublicensee Technology in the Aratana Field); and

(ii) as promptly as practicable (and in any event within ninety (90) days) after such termination, Aratana shall: (A) to the extent not previously provided to Advaxis, deliver to Advaxis true, correct and complete copies of all Aratana Regulatory Filings and disclose to Advaxis all previously-disclosed Aratana Know-How; (B) transfer or assign, or cause to be transferred or assigned, to Advaxis or its designee (or to the extent not so assignable, take all reasonable actions to make available to Advaxis or its designee the benefits of) all Aratana Regulatory Filings held in the name of Aratana or any of its Affiliates; and (C) take such other actions and execute such other instruments, assignments and documents as may be necessary to effect, evidence, register and record the transfer, assignment or other conveyance of rights to Advaxis under this Section 9.5(c).

(d) Royalty and Payment Obligations. Termination of this Agreement by either party for any reason will not release Aratana from any obligation to pay royalties or milestones or to make any payments to Advaxis which were accrued prior to the effective date of termination (including for milestone events achieved prior to the date of termination) or that relate to Product(s) or country/countries to which such termination does not relate. However, termination of this Agreement by either party for any reason will release Aratana from any obligation to pay royalties or make any payments to Advaxis which would have otherwise become accrued after the effective date of termination (provided that Aratana shall be obligated to pay royalties after the effective date of termination for Products sold prior to such effective date).

(e) Non-Exclusive Remedy for Breach . The provisions of this Section 9 for breach of this Agreement are not intended to be exclusive and are without prejudice to the rights of the Parties to seek any other rights and remedies that they may have under this Agreement, at law or in equity or otherwise.

9.6 Surviving Obligations. Neither expiration nor termination of this Agreement shall relieve either party of any obligation accruing prior to such expiration or termination. In addition, Sections 2.5, 2.6, 2.7, 2.8, 5.3, 5.4, 5.5, 6.1, 6.2, 7.4, 7.5, 8.1, 8.2, 8.3, 8.4, 8.6, 9.5 and 9.6 and Articles 10, 11 and 12 shall survive any expiration or termination of this Agreement, in addition to any other obligations that are expressly provided for elsewhere in this Article 9 to survive expiration or termination of this Agreement.

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10. Indemnification.

10.1 Indemnification by Aratana. Aratana hereby agrees to save, defend, indemnify and hold harmless Advaxis, its Affiliates and their respective officers, directors, employees, consultants and agents (the “Advaxis Indemnitees” ) from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees ( “Losses” ), to which any Advaxis Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of (a) the development, manufacture, use, handling, storage, sale, distribution or other disposition of Compound, Constructs, Compounds or Products in the Aratana Field by or on behalf of Aratana or any of its Affiliates or Sublicensees, (b) the gross negligence or willful misconduct of any Aratana Indemnitee (defined below), or (c) the breach by Aratana of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Advaxis Indemnitee or the breach by Advaxis of any warranty, representation, covenant or agreement made by it in this Agreement.

10.2 Indemnification by Advaxis. Advaxis hereby agrees to save, defend, indemnify and hold harmless Aratana, its Affiliates and their respective officers, directors, employees, consultants and agents (the “Aratana Indemnitees” ) from and against any and all Losses to which any Aratana Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of (a) the gross negligence or willful misconduct of any Advaxis Indemnitee, (b) the breach by Advaxis of any warranty, representation, covenant or agreement made by Advaxis in this Agreement, or (c) the development, manufacture, use, handling, storage, sale, distribution or other disposition of Constructs, Compounds or Products by or on behalf of Advaxis or any of its Affiliates or licensees in the Advaxis Field; in each case, except to the extent such Losses result from the gross negligence or willful misconduct of any Aratana Indemnitee or the breach by Aratana of any warranty, representation, covenant or agreement made by Aratana in this Agreement.

10.3 Control of Defense. In the event a party seeks indemnification under Section 10.1 or 10.2, it shall inform the other party (the “Indemnifying Party” ) of a claim as soon as reasonably practicable after such party (the “Indemnified Party” ) receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party; in each case, without the prior written consent of the Indemnified Party.

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11. Dispute Resolution.

11.1 Disputes. Subject to Section 11.4, upon the written request of either party to the other party, any claim, dispute, or controversy as to the breach, enforcement, interpretation or validity of this Agreement will be referred to the Chief Executive Officers of the parties for attempted resolution. In the event the Chief Executive Officers are unable to resolve such matter within thirty (30) days after the initial written request, then, upon the written demand of either party, the matter shall be subject to arbitration, as provided in Section 11.2, except as expressly set forth in Section 11.4.

11.2 Arbitration.

(a) Claims. Subject to Section 11.4 below, any dispute that is not resolved under Section 11.1 within 30 days after a party’s initial written request for resolution, shall be resolved by final and binding arbitration administered by JAMS (the “Administrator” ) in accordance with its Comprehensive Arbitration Rules and Procedures (the “Rules” ), except to the extent any such Rule conflicts with the express provisions of this Section 11.2. (Capitalized terms used but not otherwise defined in this Section 11.2 shall have the meanings provided in the Rules.) The Arbitration shall be conducted by one neutral arbitrator selected in accordance with the Rules, provided that such individual shall not be a current or former employee or director, or a current stockholder, of either party, any of their respective Affiliates or any Sublicensee. The Arbitration shall be held in Kansas City, Kansas, if Advaxis makes the demand for arbitration, and in Princeton, New Jersey, if Aratana makes the demand for arbitration.

(b) Discovery. Within forty-five (45) days after selection of the Arbitrator, the Arbitrator shall conduct the Preliminary Conference. In addressing any of the subjects within the scope of the Preliminary Conference, the Arbitrator shall take into account both the needs of the parties for an understanding of any legitimate issue raised in the Arbitration and the desirability of making discovery efficient and cost-effective. In that regard, the parties agree to the application of the E-Discovery procedures set forth in Rule 16.2(c) of JAMS’ Expedited Procedures. In addition, each party shall have the right to take up to forty (40) hours of deposition testimony, including expert deposition testimony. The parties agree that the Arbitrator shall set a discovery cutoff not to one-hundred twenty (120) (rather than one-hundred five (105)) calendar days after the Preliminary Conference. These dates may be extended by the Arbitrator for good cause shown.

(c) Hearing; Decision. The Hearing shall commence within sixty (60) calendar days after the discovery cutoff. The Arbitrator shall require that each party submit concise written statements of position and shall permit the submission of rebuttal statements, subject to reasonable limitations on the length of such statements to be established by the Arbitrator. The Hearing shall be no longer than 5 business days in duration. The Arbitrator shall also permit the submission of expert reports. The Arbitrator shall render the Award within thirty (30) days after the Arbitrator declares the Hearing closed, and the Award shall include a written statement describing the essential findings and conclusions on which the Award is based, including the calculation of any damages awarded. The Arbitrator will, in rendering his or her decision, apply the substantive law of the State of Delaware, without giving effect to its principles of conflicts of law, and without giving effect to any rules or laws relating to arbitration. The Arbitrator’s authority to award special, incidental, consequential or punitive damages shall be subject to the limitation set forth in Section 7.5. The Award rendered by the Arbitrator shall be final, binding and non-appealable, and judgment may be entered upon it in any court of competent jurisdiction.

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(d) Costs. Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the Arbitration, and shall pay an equal share of the fees and costs of the Arbitrator; provided, however, the Arbitrator shall be authorized (but not required) to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for all or any portion of its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Administrator and the Arbitrator.

11.3 Confidentiality of Arbitration. Except to the extent necessary to confirm or enforce the Arbitrator’s award, the existence, content and results of an Arbitration, including without limitation any and all proceedings and decisions of the Arbitrator, shall be deemed Confidential Information of each of the parties, and shall be subject to Article 8.

11.4 Injunctive Relief; Court Actions. Nothing in this Agreement shall prevent either party from seeking from any court of competent jurisdiction any injunctive or other equitable relief in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the parties or any ongoing arbitration proceeding. No such request shall be deemed incompatible with the parties’ agreement to Arbitration, nor shall it be deemed a waiver by either party of any right or remedy under this Agreement (including, without limitation, the right to arbitrate in accordance with Section 11.2). In addition, either party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of Patents or other intellectual property rights, and no such claim shall be subject to Arbitration pursuant to Section 11.2.

12. Miscellaneous.

12.1 Bankruptcy Code. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction outside the U.S. (collectively, the “Bankruptcy Laws” ), licenses of rights to be “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the Term by or against a party under Bankruptcy Laws then, unless and until this Agreement is rejected as provided in such Bankruptcy Laws, such party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall perform all of the obligations provided in this Agreement to be performed by such party. If a case is commenced during the Term by or against a party under the Bankruptcy Laws, this Agreement is rejected as provided in the Bankruptcy Laws and the other party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title 11 trustee), shall provide to the other party copies of all Information necessary for such other party to prosecute, maintain and enjoy its rights under the terms of this Agreement promptly upon such other party’s written request therefor. All rights, powers and remedies of the non-bankrupt party as provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, the Bankruptcy Laws) in the event of the commencement of a case by or against a party under the Bankruptcy Laws.

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12.2 No Implied License. No right or license under any Patents or Information of either party is granted or shall be granted by implication. All such rights or licenses are or shall be granted only as expressly provided in this Agreement.

12.3 Governing Law. This Agreement shall be governed and construed and the rights of the parties determined in accordance with the laws of the State of Delaware, without reference to its conflicts of law principles.

12.4 Entire Agreement; Modification. This Agreement (including the Exhibits hereto) is both a final expression of the parties’ agreement and a complete and exclusive statement with respect to all of its terms. This Agreement supersedes all prior and contemporaneous agreements and communications, whether oral, written or otherwise, concerning any and all matters contained herein, including without limitation the Nondisclosure Agreement between the parties dated October 31, 2013, with all information disclosed thereunder being deemed to be disclosed pursuant to this Agreement and subject to Article 8. This Agreement may only be modified or supplemented in a writing expressly stated for such purpose and signed by the parties to this Agreement.

12.5 Relationship between the Parties. The parties’ relationship, as established by this Agreement, is solely that of independent contractors. This Agreement does not create any partnership, joint venture or similar business relationship between the parties. Neither party is a legal representative of the other party and neither party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.

12.6 Non-Waiver. The failure of a party to insist upon strict performance of any provision of this Agreement or to exercise any right arising out of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance. Any waiver by a party of a particular provision or right shall be in writing, shall be as to a particular matter and, if applicable, for a particular period of time and shall be signed by such party.

12.7 Assignment. Except as expressly provided hereunder, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, however, that either party may assign this Agreement and its rights and obligations hereunder without the other party’s consent: (a) in connection with the transfer or sale of all or substantially all of the business of such party to which this Agreement relates to a Third Party, whether by merger, sale of stock, sale of assets or otherwise, provided that in the event of such a transaction (whether this Agreement is actually assigned or is assumed by the acquiring party by operation of law ( e.g. , in the context of a reverse triangular merger)), intellectual property rights of the acquiring party to such transaction (if other than one of the parties to this Agreement) shall not be included in the technology licensed hereunder or otherwise subject to this Agreement; or (b) to an Affiliate, provided that the assigning party shall remain liable and responsible to the non-assigning party hereto for the performance and observance of all such duties and obligations by such Affiliate. The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties, and the name of a party appearing herein will be deemed to include the name of such party’s successors and permitted assigns to the extent necessary to carry out the intent of this section. Any assignment not in accordance with this Agreement shall be void.

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12.8 No Third Party Beneficiaries. This Agreement is neither expressly nor impliedly made for the benefit of any party other than those executing it.

12.9 Severability. If, for any reason, any part of this Agreement is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, then such adjudication shall not, to the extent feasible, affect or impair, in whole or in part, the validity, enforceability or legality of any remaining portions of this Agreement. All remaining portions shall remain in full force and effect as if the original Agreement had been executed without the invalidated, unenforceable or illegal part.

12.10 Notices. Any notice to be given under this Agreement must be in writing and delivered either in person, by any method of mail (postage prepaid) requiring return receipt, or by overnight courier, to the party to be notified at its address(es) given below, or at any address such party has previously designated by prior written notice to the other. Notice shall be deemed sufficiently given for all purposes upon the earliest of: (a) the date of actual receipt; (b) if mailed, three (3) days after the date of postmark; or (c) if delivered by overnight courier, the next business day the overnight courier regularly makes deliveries.

If to Aratana, notices must be addressed to:

Aratana Therapeutics, Inc.

1901 Olathe Boulevard

Kansas City, KS 66103

Attention: Steven St. Peter, President and Chief Executive Officer

Telephone: (913) 951-2133

Facsimile: (913) 904-9641

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With a required copy to:

Latham and Watkins

John Hancock Tower, 20th Floor

200 Clarendon Street

Boston, MA 02116

Attention: Judith Hasko and Pete Handrinos

Telephone: (617) 948-6000

Facsimile: (617) 948-6001

If to Advaxis, notices must be addressed to:

305 College Road East

Princeton, New Jersey 08540

Attn: Daniel J. O’Connor

12.11 Force Majeure. Except for the obligation to make payment when due, each party shall be excused from liability for the failure or delay in performance of any obligation under this Agreement by reason of any event beyond such party’s reasonable control, including but not limited to acts of nature, fire, flood, explosion, earthquake, or other natural forces, war, civil unrest, acts of terrorism, accident, destruction or other casualty, any lack or failure of transportation facilities, any lack or failure of supply of raw materials, any strike or labor disturbance, or any other event similar to those enumerated above. Such excuse from liability shall be effective only to the extent and duration of the event(s) causing the failure or delay in performance and provided that the party has not caused such event(s) to occur. Notice of a party’s failure or delay in performance due to force majeure must be given to the other party within ten (10) days after its occurrence. All delivery dates under this Agreement that have been affected by force majeure shall be tolled for the duration of such force majeure. In no event shall any party be required to prevent or settle any labor disturbance or dispute.

12.12 Interpretation. The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement, or have any effect on its interpretation or construction. All references in this Agreement to the singular shall include the plural where applicable. Unless otherwise specified, references in this Agreement to any section shall include all subsections and paragraphs in such section and references in this Agreement to any subsection shall include all paragraphs in such subsection. All references to days in this Agreement shall mean calendar days, unless otherwise specified. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against either party, irrespective of which party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral or other communications between the parties regarding this Agreement shall be in the English language.

12.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original document, and all of which, together with this writing, shall be deemed one instrument. This Agreement may be executed by facsimile or PDF signatures, which signatures shall have the same force and effect as original signatures.

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In Witness Whereof , the parties hereto hereby execute this Agreement as of the date first set forth above.