A mended Advisors Agreement with The Sage Group, Inc. dated July 15 2010
AMENDED ADVISER’S AGREEMENT
This Amended Advisers Agreement (the "Agreement") is entered into as of July 15, 2010 by and
between HemispherX BioPharma, Inc., a Delaware Corporation ("Company"), and The Sage Group, Inc. and its
employees, Principals, and Senior Directors (“Adviser”), a New Jersey corporation, with respect to the
A. Adviser represents that it has knowledge of and contacts with companies which have the
potential to become partners of various types with Company and that Adviser represents that it has experience
and expertise that can be used to facilitate and help close such transactions for the benefit of the Company.
B. Company is agreeable to having Adviser act in such capacities and Company and Adviser
hereby agree that Company appoints Adviser and Adviser agrees to use all reasonable efforts to help increase
the value of the Company.
Transaction means a licensing, partnering, distribution, alliance, or similar transaction pertaining
to and promoting the sale of the company’s products and technologies, including but not limited to, any
and all uses for Ampligen, Alferon, and related intellectual property. A Transaction also means the
acquisition of companies in whole or in part and the sale or the merger of Company. For clarity, non-
revenue producing agreements such as an MTA, a clinical research agreement or feasibility study is not a
Transaction hereunder. Should a Transaction not be introduced to Company by Adviser and/or should
Company decide for whatever reason, to not involve Adviser in a possible Transaction, then such
transaction will not be a Transaction herein under. However, it is the intention of the parties that the
Adviser be an active participant in all material transactions of the company. A Transaction is any
transaction that occurs during the Term or 18 months thereafter.