Fourth Amendment to Exclusive License Agreement Agreement Control No. 1997-04-0671 for Selected Applications of Coated Nanocrystalline Particles between The Regents of the University of California and BioSante Pharmaceuticals, Inc. UC Case No. 1989-204 FOURTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT UC Agreement Control No. 1997-04-0671

A.

The Regents, and Licensee are parties to an Exclusive License Agreement, dated as of June 18, 1997 (the “Exclusive License Agreement”), as amended on October 26, 1999, May 7, 2001 and June 30, 2004.

B.

The parties mutually intend to enter into this Fourth Amendment to amend the terms of the Exclusive License Agreement, as specified below.

1.

2.7

Nothing in this Agreement will be deemed to limit the right of The Regents to publish any and all technical data resulting from any research performed by The Regents relating to the Invention and to make and use the Invention, Patent Product(s), Patent Method(s), and associated technology for educational and research purposes and for purposes not covered by this Agreement. If a non-profit research institution or foundation requests the use of Regents’ Patent Rights and associated technology for humanitarian needs, Licensee must offer to sublicense to such non-profit research institution or foundation on commercially reasonable terms.

2.

4.5

Within thirty (30) days of signing this Fourth Amendment, the Licensee shall pay The Regents a one-time payment of one hundred thousand dollars ($100,000) as consideration for the revision of diligence terms hereunder and as payment for all minimum earned royalties or obligations owed under the Exclusive License Agreement. This one-time payment, however, does not relieve the Licensee of its obligations to pay earned royalties, under Article 4 (Royalties) of the Agreement.

3.

5.1

Licensee shall use good faith efforts, taking into account current status of development, cost, budgets, available cash, time for vaccine development, and other business factors, to meet its obligations under this License Agreement.

4.

14.6

The obligation of Licensee to underwrite and to pay patent preparation, filing, prosecution, maintenance, and related out of pocket costs will continue for such costs incurred until three (3) months after receipt by Licensor of a Notice of Termination unless the Agreement expires or terminates earlier according to its terms. Licensee will reimburse The Regents for all out of pocket patent costs incurred during the term of the Agreement and for three (3) months thereafter whether or not invoices for such costs are received during the three (3) month period after receipt of a Notice of Termination. Licensee may, with respect to any particular patent application or patent on a jurisdiction by jurisdiction basis, terminate its obligations to the patent application or patent in any or all designated countries upon three (3) months’ written notice to The Regents. A table listing the projected maintenance fees for the remainder of the life of the Agreement has been attached as Appendix A of the Agreement and is attached to this Fourth Amendment for Licensee’s reference and which Licensor represents and warrants is complete, true and correct to the best of its knowledge after due inquiry. If Licensee terminates its obligations to any patents, The Regents may continue prosecution and/or maintenance of such applications(s) or patent(s) at its sole discretion and expense, provided, however, that Licensee will have no further right or licenses thereunder in any jurisdiction where Licensee so terminates.