Exhibit
10.8


 





 


Business
Confidential – Protected B


 


THIS
IS AN AMENDING AGREEMENT


 


	BETWEEN:	NATIONAL
    RESEARCH COUNCIL OF CANADA
	 	a
    departmental corporation forming part of the Government of Canada
	 	created
    by the National Research Council Act (R.S.C. 1985, c. N-15), and
	 	an
    agent of Her Majesty the Queen in Right of Canada
	 	whose
    head office address is:


 


	 	1200
    Montreal Road	 
	 	Ottawa,
    Ontario K1A 0R6 	(called
    the “NRC”)


 


	AND:	VARIATION
    BIOTECHNOLOGIES INC.





	 	a
    Company incorporated under the Canada Business Corporations Act under number 393728-3 whose
    Registered Office Address is located in:


 


	 	300
    Hunt Club Road East, 2nd Floor	 
	 	Ottawa,
    Ontario K1V 1C1	(called
    the “Collaborator” or “VBI”)


 


(Collectively
known as the “Parties”)


 


WHEREAS
the parties entered into an Agreement signed by the NRC on 30 March 2020 (called
the “Original Agreement”) and Amendment One signed by NRC on 21 December 2020 (called “Amendment One”),
as well as Amendment Two signed by NRC on July 8, 2021 (called “Amendment Two”) by which the Parties agreed to collaborate
in a “Project”, described as: COVID-19 vaccine evaluation. The Original Agreement, Amendment One and Amendment
Two are now called “The Agreements”.


 


WHEREAS
this Amending Agreement includes certain special obligations which relate solely to Tasks performed for the purpose of developing
a vaccine against the South Africa (Beta) variant of COVID-19, which project is being funded by the Coalition for Epidemic Preparedness
Innovations (CEPI). These special obligations are required by the terms of the funding agreement between Collaborator and CEPI.


 


WHEREAS
the parties wish to amend the Agreements.


 


IN
CONSIDERATION of the mutual covenants hereunder, the parties agree as follows:


 


	1.	The
    Agreements shall be read with the amended terms stated below. With respect to all other terms, the Parties confirm the Agreements.
	 	 
	2.	The
    attached “SCHEDULE OF PAYMENTS” is in addition to the “Schedule
    of Payments” from the Agreements.
	 	 
	3.	The
    attached “NEW STATEMENT OF WORK AND DELIVERABLES” is in addition to the “STATEMENT OF WORK AND DELIVERABLES”
    in the Agreements.
	 	 
	4.	The
    estimated total value of this Project amendment three is: minimum of $***  (Task 2.8.1) to a maximum of $ *** (All
    Tasks) as stated in the Statement of Work.
	 	 
	5.	The
    Collaborator is a Canadian Small and Medium Enterprise (SME) or a Canadian educational institution, including a community college,
    CEGEP, polytechnic or university, and benefits from a Fee Reduction of minimum of $*** (Task 2.8.1) to a maximum of $*** (All
    Tasks). The Collaborator hereby warrants that, at the time of signing this Agreement, it is a SME and has 500 or fewer full-time
    equivalent employees, or it is a Canadian educational institution.
	 	 
	6.	The
    amount that the Collaborator will pay to the NRC in cash for this amendment two is: minimum of $*** (Task 2.8.1) to a maximum
    of $*** (All Tasks) as stated in the Statement of Work.



 



    	HHT – Vaccines and Emerging Infections RI	 	Page 1 of 5
	 	NRC Ref. #: A-0040287 (orig. A-0035546)	 



     


    

 





 





	7.	The
    following special provisions apply to Tasks carried out pursuant to this Amending Agreement:


 


	 	(a)	NRC
    shall exert reasonable efforts to retain records of its activities regarding the work performed pursuant to this Amending Agreement
    for a period of at least 5 years from the date of completion of the work, to the extent that it does not contradict with any applicable
    laws, regulations, or policies of the NRC and can provide a copy of such documentation to Collaborator upon request.
	 	 	 
	 	(b)	NRC
    shall exert reasonable efforts to retain, for a period of at least 5 years (to the extent that it does not contradict with any applicable
    laws, regulations, or policies of the NRC) from the date of completion of the work described in this Amending Agreement, documentation
    supporting the amounts invoiced to and paid by Collaborator pursuant to this Amending Agreement and can provide a copy of such documentation
    to Collaborator upon request.
	 	 	 
	 	(c)	Each
    of NRC and Collaborator agree that it shall carry its obligations hereunder in accordance with laws and regulations that are applicable
    to its activities and operations.
	 	 	 
	 	(d)	Section
    IU-8 of the Original Agreement is amended to add the following last paragraph:
	 	 	 
		 	 Collaborator shall be permitted to disclose Confidential Non-Project Information to CEPI solely to the extent required to comply with its obligations pursuant to its funding agreement with CEPI, including its obligations pursuant to the CEPI Third Party Code. NRC will have the right to review the Confidential Information prior to any disclosure to CEPI;  
	 	 	 
	 	(e)
    	The
    NRC is part of the Government of Canada and confirms that it is in compliance with laws, regulations, and policies whose goals are
    aligned with the goals of the CEPI Third Party Code.


 


	8.	This
    Amending Agreement may be executed in one or more counterparts and by the different parties hereto in separate counterparts, each
    of which when executed shall be deemed to be an original but all of which taken together shall constitute one valid and binding agreement.
    A portable document format (PDF) copy of an executed counterpart signature page will be as valid as an originally executed counterpart
    for purposes of signing this Amending Agreement.


 


SIGNED
by the Collaborator at Ottawa, Ontario


 


	 	VARIATION
    BIOTECHNOLOGIES INC.


 


	Date:
    	August
                                            6, 2021
	 	Per:
    	/s/
                                            Jeff Baxter

	 	 	 		Jeff
    Baxter
	 	 	 		CEO


 


SIGNED
by the NRC at Ottawa, Ontario


 


	 	NATIONAL
    RESEARCH COUNCIL OF CANADA


 


	Date:
    	August
                                            27, 2021
	 	Per:
    	/s/
                                            Roman Szumski

	 	 	 		Roman
    Szumski 
	 	 	 		Vice
    President, Life Sciences 


 




    	HHT – Vaccines and Emerging Infections RI	 	Page 2 of 5
	 	NRC Ref. #: A-0040287 (orig. A-0035546)	 



     


    

 


 


ANNEX
SP – SCHEDULE OF PAYMENTS TO NRC


 


Billing
address: See page 1


 


Billing
contact:


 


	 	Name:
    	Andrea
    McRae
	 	Title:	Project
    Manager
	 	Telephone:	613
    749 4200 
	 	Email:	amcrae@vbivaccines.com


 


	SP-1	The
    Collaborator shall be invoiced as follows:








	Invoicing Schedule (Estimated Dates)	 	 	Amount Due*	 
	1. Invoice to be issued upon signature of this amendment for Task 2.8.1	 	$	***	 
	2. Invoice to be issued upon approval from Collaborator (Task 2.8.2)	 	$	***	 
	3. Invoice to be issued upon approval from Collaborator (Task 2.8.3)	 	$	***	 
	TOTAL MAXIMUM PAYABLE AMOUNT	 	$	***	 




*Plus
applicable taxes


 


	SP-2	All
    amounts shall be due 30 days from the date of the invoice.
	 	 
	SP-3	Payments
    must be made to: “Receiver General - National Research Council of Canada” and addressed to:


 


Accounts
Receivable


National
Research Council of Canada


1200
Montreal Road


Ottawa,
Ontario, K1A 0R6 CANADA


 


	SP-4	Payments
    can be made by cheque, MasterCard, Visa or American Express; or by wire transfer. Wire transfer information is available upon request.
    The Collaborator is responsible for all bank charges associated with wire transfers. Any inquiries may be directed to: AccountsReceivable@nrc-cnrc.gc.ca.
	 	 
	SP-5	The
    Collaborator shall provide any Invoicing Reference Number at the time of Agreement signature or promptly thereafter. The NRC will
    not delay or cancel invoicing nor defer accrual of interest due to the Collaborator’s failure to provide an Invoicing Reference
    Number.
	 	 
	SP-6	The
    NRC may suspend its performance of any obligations under this Agreement so long as any payment is overdue for any reason.
	 	 
	SP-7	If
    this Agreement is amended to increase the scope of the Services, the NRC reserves the right to calculate costing for its additional
    Project activities at its rates that are in effect at that time. Any such cost increases shall be approved, in writing, by both Parties.
	 	 
	SP-8	If
    the NRC expects that the value of its estimated contribution will be exceeded by more than 10%,
    it shall promptly notify the other Party. The Parties shall then negotiate a further agreement on costs or payments, and either Party
    may suspend the performance of any obligations, other than confidentiality, intellectual property and accrued obligations to pay,
    until a further agreement is reached. If the Parties fail to agree on an amendment within 60 days of the notice, then this Agreement
    shall terminate on the 60th day after the notice, unless the Parties agree otherwise in writing.


 


	SP-9	If
    a surplus of prepayment remains as a result of premature termination, it will be refunded.



 






    	HHT – Vaccines and Emerging Infections RI	 	Page 3 of 5
	 	NRC Ref. #: A-0040287 (orig. A-0035546)	 



     


    

 


 


	SP-10	If
    an instrument tendered in payment or settlement of an amount due to the NRC is dishonored for any reason, the NRC will invoice an
    additional administrative charge of CAD 25 and this amount will be due as invoiced.
	 	 
	SP-11	Interest
    is payable on all overdue amounts. Interest is calculated and compounded monthly at the average bank rate plus 3% and accrues during
    the period beginning on the due date and ending on the day before the day on which payment is received by the NRC. For purposes of
    this paragraph “bank rate” means the rate of interest established periodically by the Bank of Canada as the minimum
    rate at which the Bank of Canada makes short term advances to members of the Canadian Payments Association, and “average
    bank rate” means the weighted arithmetic average of the bank rates that are established during the month before the month
    in respect of which interest is being calculated.


 


(Rate
information may be found at http://www.tpsgc-pwgsc.gc.ca/recgen/txt/tipp-ppir-eng.html. This site provides information
on the rate used by departments of the Government of Canada to calculate the interest on overdue accounts payable and is the same rate
used by the NRC to charge interest on overdue accounts receivable under the Interest and Administrative Charges Regulations, SOR/96-188.
This web site address, and the information set out there, is provided here for convenience. In case of rate discrepancy, the rates quoted
by the Bank of Canada shall prevail.)


 


(the
rest of this page was intentionally left blank)


 




    	HHT – Vaccines and Emerging Infections RI	 	Page 4 of 5
	 	NRC Ref. #: A-0040287 (orig. A-0035546)	 



     


    

 


 


STATEMENT
OF WORK AND DELIVERABLES


 


	1.	PROJECT
                                            OBJECTIVES



 


The
goal of this project is to generate a stable cell line secreting murine leukemia virus Gag protein (Gag) based Virus-like-Particles (VLPs)
expressing the SARS-CoV-2 Spike protein (Spike).


 


*** 


 












    	HHT – Vaccines and Emerging Infections RI	 	Page 5 of 5
	 	NRC Ref. #: A-0040287 (orig. A-0035546)