September
3, 2021


 


Dr.
Joseph M. Palumbo


616
Brookside Avenue


Saint
Davids, PA 19087


 


Re:     Updated
Offer of Employment


 


Dear
Dr. Palumbo:


 


BioVie,
Inc., a Nevada corporation (the “Company”)
is pleased to offer you the position of Executive Vice President and Chief Medical Officer, on the following terms.


 


You
will be responsible for overseeing the clinical development efforts for all of the Company’s assets and will report to the
Company’s Chief Executive Officer. You can work remotely and are expected to travel as needed to fulfill your duties. Of
course, the Company may change your position, duties, and work location from time to time in its discretion.


 


Your
base salary will be $500,000 on an annualized basis, less payroll deductions and withholdings, paid bi-weekly on the Company’s
normal payroll schedule.


 


The
Company will also pay to you a one-time cash bonus of up to $165,000, less payroll deductions and withholdings, as follows:
$50,000 as part of the first payroll following the start of your employment with the Company, followed by three (3) equal
quarterly installments of $38,333.33, each payable on the next following payroll date, provided you are still employed
by the Company on those dates. If, however, your employment with the Company is terminated by the Company for cause or by you
without Good Reason (as defined below) within 18 months of your start date, you shall promptly repay in full all of the foregoing
bonus amounts previously paid to you, with the Company having the right to the extent legally permitted to set off any such amount
you are obligated to repay against any amounts owed by the Company to you as of the termination of your employment, and you will
forfeit payment of any remaining bonus installments.


 


You
will also be eligible to earn an annual discretionary performance bonus of up to $150,000. The amount of this bonus will
be determined in the sole discretion of the Company and based, in part, on your performance and the performance of the Company
during the calendar year. The Company will pay you this bonus, if any, by no later than September 15th after the closing of the
Company’s fiscal year. The bonus is not earned until paid and no pro-rated amount will be paid if your employment terminates
for any reason prior to the payment date.


 


Upon
the termination of your employment by the Company without cause or by you for Good Reason (as defined below), you shall the right
to receive severance payments in the form of a continuation of your cash base salary as in effect immediately prior to such
termination for a period of twelve (12) months following the effective date of such termination so long as you execute a
binding and enforceable general release containing terms reasonably satisfactory to the Company. For purposes of this Agreement,
“Good Reason” means (i) any breach by the Company of any of its material obligations under this
offer letter agreement, (ii) any material reduction in your duties, authority or responsibilities without your consent other
than for cause, or (iii) any assignment to you of duties or responsibilities materially inconsistent with your position and
duties contained in this offer letter agreement without your consent; provided, however, that you may not terminate your employment
for Good Reason unless you first provide the Company with written notice specifying the Good Reason and provide the Company with
30 days in which to remedy the stated reason.




     


     


    


During
your employment, you will be eligible to participate in the standard benefits plans offered to similarly-situated employees by
the Company from time to time, subject to plan terms and generally applicable Company policies. You will have a range of options
to choose from for medical, dental and vision coverage. The Company will cover 80% of the lowest cost plan, and you can pay for
the difference between the company-supported amount and the actual cost of the plan you select. The Company will also provide
Basic Life & AD&D coverage of 2X your basic salary. A full description of these benefits is available upon request. You
will also qualify to participate in the 401(k) plan, which matches your contributions dollar-for-dollar up to five percent (5%)
of your salary. Exempt employees may take a reasonable amount of time off with pay, as permitted by their duties and responsibilities,
and as approved in advance by their supervisor. You will qualify for four (4) weeks of paid vacation leave annually (prorated
in the first calendar year of employment) plus any approved company holidays. The Company may change compensation and benefits
from time to time in its discretion. Additionally, you will be entitled to paid sick leave as provided by applicable state law
and/or local ordinance.


 


Subject
to approval by the Company’s Board of Directors (the “Board”), the Company anticipates granting
you a non-qualified option to purchase 124,167 shares of the Company’s common stock at the fair market value as determined
by the Board as of the date of grant (the “Option”). The anticipated Option will be governed by the
terms and conditions of the Company’s 2019 Omnibus Equity Incentive Plan (the “Plan”) and your
grant agreement. Twenty percent (20%) of the option grant will vest immediately and the remainder will vest in five equal installments
on the anniversary of the grant, with any unvested portion of such Option vesting in full upon the occurrence of a Change of Control
(as defined in the Plan), in all cases subject to your Continuous Service (as defined in the Plan) as of each such date.


 


As
a Company employee, you will be expected to abide by all Company rules and policies. As a condition of employment, you must sign
and comply with the attached Employee Confidential Information and Inventions Assignment Agreement which prohibits unauthorized
use or disclosure of the Company’s proprietary information, among other obligations.


 


In
your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets,
of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use
only that information which is generally known and used by persons with training and experience comparable to your own, which
is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by
the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former
employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the
Company any contract you have signed that may restrict your activities on behalf of the Company.


 


Normal
business hours are from 9:00 a.m. to 5:00 p.m., Monday through Friday. As an exempt salaried employee, you will be expected to
work additional hours as required by the nature of your work assignments.


 


Your
employment with the Company will be “at-will.” You may terminate your employment with the Company at any time and
for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with
or without cause or advance notice. Further, the Company may change your compensation and benefits from time to time in its discretion.
Your employment at-will status can only be modified in a written agreement signed by you and by an authorized officer of the Company.


 


This
offer is contingent upon a reference check and satisfactory proof of your right to work in the United States. You agree to assist
as needed and to complete any documentation at the Company’s request to meet these conditions.



     


     


    


To
ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and
in exchange for the mutual promises contained in this offer letter agreement and the Option grant you and the Company agree to
arbitrate all disputes relating to your employment with the Company, including the terms of this offer letter agreement, pursuant
to arbitration administered by JAMS pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS Policy on
Employment Arbitration Minimum Standards of Procedural Fairness. This mutual agreement to arbitrate is set forth more fully in
the enclosed Mutual Agreement to Arbitrate Employment-Related Disputes (“Arbitration Agreement”), the execution of
which is a condition of your employment with the Company.


 


This
offer letter agreement, together with your Employee Confidential Information and Inventions Assignment Agreement and the Arbitration
Agreement, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements
or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly
reserved to the Company’s discretion in this offer letter agreement, require a written modification signed by an authorized
officer of the Company. If any provision of this offer letter agreement is determined to be invalid or unenforceable, in whole
or in part, this determination shall not affect any other provision of this offer letter agreement and the provision in question
shall be modified so as to be rendered enforceable in a manner consistent with the intent of you and the Company insofar as possible
under applicable law. This offer letter agreement may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other
transmission method and shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This
offer letter agreement will be governed by and construed according to the laws of Pennsylvania as such laws are applied to agreements
entered into and to be performed entirely within Pennsylvania between residents of Pennsylvania. Subject to the parties duty to
arbitrate as set forth above and in the Arbitration Agreement, you hereby expressly consent to the personal jurisdiction and venue
of the state and federal courts located in Pennsylvania for any lawsuit filed there against you by the Company arising from or
related to this offer letter agreement.


 


Please
sign and date this offer letter agreement, the Employee Confidential Information and Inventions Assignment Agreement, and the
Mutual Agreement to Arbitrate Employment-Related Disputes and return them to me by September 10th if you wish to accept
employment at the Company under the terms described above. If you accept our offer, we expect you to start on November 1st.


 


We
look forward to your favorable reply and to a productive and enjoyable work relationship.


 


Sincerely, 


 


	 	 	 	 
	Cuong
    Do	 	 	 
	President
& CEO 
	 	 	 
	 	 	 	 
	THIS
    OFFER LETTER AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
	 
	Understood
and Accepted:
	 	 	 
	 	 	 	 
	 	 	 	 
	Joseph
    M. Palumbo	 	Date	 


 


Enclosures





     


     


    


BioVie
Inc.


 


CONFIDENTIAL
INFORMATION AND INVENTION ASSIGNMENT AGREEMENT


 


In
consideration of my employment with BioVie Inc., its subsidiaries, parents, affiliates,
successors and assigns (together “Company”), and the compensation paid to me now and during my employment with
Company, and the Company’s agreement to provide me with access to its Confidential Information (as defined below), I hereby enter
into this Confidential Information and Invention Assignment Agreement (the “Agreement”) and agree as follows:


 


1.       Confidential
Information Protections.


 


   1.1       Recognition
of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment with Company creates a relationship of
confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest
therein. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish
any of Company’s Confidential Information, except as such disclosure, use or publication may be required in connection with my
work for Company, or unless an officer of Company expressly authorizes such disclosure. I will obtain Company’s written approval
before publishing or submitting for publication any material (written, oral, or otherwise) that discloses and/or incorporates any Confidential
Information. I hereby assign to Company any rights I may have or acquire in such Confidential Information and recognize that all Confidential
Information will be the sole and exclusive property of Company and its assigns. I will take all reasonable precautions to prevent the
inadvertent accidental disclosure of Confidential Information. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b),
I will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:
(1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely
for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.


 


   1.2       Confidential
Information. The term “Confidential Information” means any and all confidential knowledge, data or
information of Company. By way of illustration but not limitation, “Confidential Information” includes
(a) trade secrets, inventions, mask works, ideas, processes, formulas, software in source or object code, data, programs, other
works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology
and all Intellectual Property Rights (as defined below) therein (collectively, “Inventions”); (b) information
regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining
business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans,
financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting
Company business, suppliers and supplier information, and purchasing; (c) information regarding customers and potential customers
of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or
services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity of products and
services provided or sought to be provided to customers and potential customers of Company and other non-public information relating
to customers and potential customers; (d) information regarding any of Company’s business partners and their services, including
names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services
received by Company, and other non-public information relating to business partners; (e) information regarding personnel, employee
lists, compensation, and employee skills; and (f) any other non-public information which a competitor of Company could use to
the competitive disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to
use information which was known to me prior to my employment with Company or which is generally known in the trade or industry
through no breach of this Agreement or other act or omission by me. Notwithstanding the foregoing or anything to the contrary
in this Agreement or any other agreement between the Company and me, nothing in this Agreement will limit my right to discuss
my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States
Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency
or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted
by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions
of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect
such disclosure.







     


     


    

   1.3       Third
Party Information. I understand, in addition, that Company has received and in the future will receive from third parties their confidential
and/or proprietary knowledge, data or information (“Third Party Information”) subject to a duty on Company’s
part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment
and thereafter, I will hold Third Party Information in confidence and will not disclose to anyone (other than Company personnel who need
to know such information in connection with their work for Company) or use, except in connection with my work for Company, Third Party
Information or unless expressly authorized by an officer of Company in writing.


 


   1.4       Term
of Nondisclosure Restrictions. I understand that Confidential Information and Third Party Information is never to be used or disclosed
by me, as provided in this Section 1. If a temporal limitation on my obligation not to use or disclose such information is required under
applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, I agree and Company agrees that the two year period
after the date my employment ends will be the temporal limitation relevant to the contested restriction; provided, however,
that this sentence will not apply to trade secrets protected without temporal limitation under applicable law.


 


   1.5       No
Improper Use of Information of Prior Employers and Others. During my employment with the Company, I will not improperly use or disclose
confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality,
and I will not bring onto the premises of Company any unpublished documents or any property belonging to any former employer or any other
person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person.


 


2.       Assignments
of Inventions.


 


   2.1       Definitions.
As used in this Agreement, the term “Intellectual Property Rights” means all trade secrets, Copyrights, trademarks,
mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country; the term “Copyright”
means the exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (as a literary,
musical, or artistic work) recognized by the laws of any jurisdiction or country; and the term “Moral Rights”
means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction
or country.




     


     


    

   2.2       Excluded
Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if any, (a) that
are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment with the Company,
(b) that may relate to Company’s business or actual or demonstrably anticipated research or development, and (c) that are not to
be assigned to Company (“Excluded Inventions”). If no such list is attached, I represent and agree that it
is because I have no Excluded Inventions. For purposes of this Agreement, “Other Inventions” means Inventions
in which I have or may have an interest, as of the commencement of my employment or thereafter, other than Company Inventions (as defined
below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded Inventions or any Other Inventions in the scope of
my employment, or if I include any Excluded Inventions or Other Inventions in any product or service of Company, or if my rights in any
Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any
rights assigned to Company under this Agreement, I will immediately so notify Company in writing. Unless Company and I agree otherwise
in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not
I give Company notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide
license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly
perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer
for sale, and exercise any and all present or future rights in, such Excluded Inventions and Other Inventions. To the extent that any
third parties have rights in any such Other Inventions, I hereby represent and warrant that such third party or parties have validly
and irrevocably granted to me the right to grant the license stated above.


 


2.3       Assignment
of Company Inventions. Inventions assigned to Company or to a third party as directed by Company pursuant to Section 2.6 are referred
to in this Agreement as “Company Inventions.” Subject to Section 2.4 and except for Excluded Inventions set
forth in Exhibit A and Other Inventions, I hereby assign to Company all my right, title, and interest in and to any and all Inventions
(and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with
others, during the period of my employment with the Company. To the extent required by applicable Copyright laws, I agree to assign in
the future (when any copyrightable Inventions are first fixed in a tangible medium of expression) my Copyright rights in and to such
Inventions. Any assignment of Company Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment
of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the
laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and
all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further
acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions (and any
Intellectual Property Rights with respect thereto).


 


2.4       Unassigned
or Nonassignable Inventions. I recognize that this Agreement will not be deemed to require assignment of any Invention that I developed
entirely on my own time without using the Company’s equipment, supplies, facilities, trade secrets, or Confidential Information,
except for those Inventions that either (i) relate to the Company’s actual or anticipated business, research or development, or
(ii) result from or are connected with work performed by me for the Company. In addition, this Agreement does not apply to any Invention
which qualifies fully for protection from assignment to the Company under any specifically applicable state law, regulation, rule or
public policy (“Specific Inventions Law”).




     


     


    

   2.5       Obligation
to Keep Company Informed. During the period of my employment, I will promptly and fully disclose to Company in writing all Inventions
authored, conceived, or reduced to practice by me, either alone or jointly with others. At the time of each such disclosure, I will advise
Company in writing of any Inventions that I believe fully qualify for protection under the provisions of the Specific Inventions Law;
and I will at that time provide to Company in writing all evidence necessary to substantiate that belief. Company will keep in confidence
and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to
Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the Specific Inventions Law. I will
preserve the confidentiality of any Invention that does not fully qualify for protection under the Specific Inventions Law.


 


   2.6       Government
or Third Party. I agree that, as directed by Company, I will assign to a third party, including without limitation the United States,
all my right, title, and interest in and to any particular Company Invention.


 


   2.7       Ownership
of Work Product.


 


(a)       I
acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment
and which are protectable by Copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section
101).


 


(b)       I
agree that Company will exclusively own all work product that is made by me (solely or jointly with others) within the scope of my employment,
and I hereby irrevocably and unconditionally assign to Company all right, title, and interest worldwide in and to such work product.
I understand and agree that I have no right to publish on, submit for publishing, or use for any publication any work product protected
by this Section, except as necessary to perform services for Company.


 


   2.8       Enforcement
of Intellectual Property Rights and Assistance. I will assist Company in every proper way to obtain, and from time to time enforce,
United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in any and all countries. To that
end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Intellectual Property Rights
and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Intellectual Property Rights to Company
or its designee, including the United States or any third party designated by Company. My obligation to assist Company with respect to
Intellectual Property Rights relating to such Company Inventions in any and all countries will continue beyond the termination of my
employment, but Company will compensate me at a reasonable rate after my termination for the time actually spent by me at Company’s
request on such assistance. In the event Company is unable for any reason, after reasonable effort, to secure my signature on any document
needed in connection with the actions specified in this paragraph, I hereby irrevocably designate and appoint Company and its duly authorized
officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute,
verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by me. I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever,
which I now or may hereafter have for infringement of any Intellectual Property Rights assigned under this Agreement to Company.


 


   2.9       Incorporation
of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code
licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions
the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except
in strict compliance with Company’s policies regarding the use of such software.




     


     


    

3.       Records.
I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that
is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period of my
employment at Company, which records will be available to and remain the sole property of Company at all times.


 


4.       Duty
of Loyalty During Employment. I agree that during the period of my
employment with Company, I will not, without Company’s express written consent, directly or indirectly engage in any employment
or business activity which is directly or indirectly competitive with, or would otherwise conflict with, my employment with Company.


 


5.       Reasonableness
of Restrictions.


 


   5.1       I
agree that I have read this entire Agreement and understand it. I acknowledge that I have the right to consult with counsel prior to
signing this Agreement. I further acknowledge that I will derive significant value from the Company’s agreement to provide me with
Company Confidential Information to enable me to optimize the performance of my duties to the Company. I further acknowledge that my
fulfillment of the obligations contained in this Agreement, including, but not limited to, my obligation neither to disclose nor to use
Company Confidential Information other than for the Company’s exclusive benefit and my obligations not to solicit are necessary
to protect Company Confidential Information and, consequently, to preserve the value and goodwill of the Company. I agree that this Agreement
does not prevent me from earning a living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable,
proper, and necessitated by Company’s legitimate business interests. I represent and agree that I am entering into this Agreement
freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it.


 


   5.2       In
the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, I and Company agree
that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum
extent allowed by law.


 


6.       No
Conflicting Agreement or Obligation.
I represent that my performance of all the terms of this Agreement and as an intern of Company does not and will not breach any
agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment with Company. I have not
entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement.


 


7.       Return
of Company Property. When I leave the employ of Company, I will deliver
to Company any and all drawings, notes, memoranda, specifications, devices, formulas and documents, together with all copies thereof,
and any other material containing or disclosing any Company Inventions, Third Party Information or Confidential Information of Company.
I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return
it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit
any Company information, including but not limited to, Confidential Information, I agree to provide Company with a computer-useable copy
of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I
agree to provide Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed.
I further agree that any property situated on Company’s premises and owned by Company, including disks and other storage media,
filing cabinets or other work areas, is subject to inspection by Company’s personnel at any time with or without notice. Prior
to leaving, I will cooperate with Company in attending an exit interview and completing and signing Company’s termination statement
if required to do so by Company.




     


     


    

8.       Legal
and Equitable Remedies.


 


   8.1       I
agree that it may be impossible to assess the damages caused by my violation of this Agreement or any of its terms. I agree that any
threatened or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to Company, and
Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable
relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach or threatened breach of
this Agreement.


 


   8.2       I
agree that if Company is successful in whole or in part in any legal or equitable action against me under this Agreement, Company will
be entitled to payment of all costs, including reasonable attorney’s fees, from me.


 


9.       Notices.
Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time notice
is given, labeled “Attention Chief Executive Officer,” and to me at my address as listed on Company payroll, or at such other
address as Company or I may designate by written notice to the other. Notice will be effective upon receipt or refusal of delivery. If
delivered by certified or registered mail, notice will be considered to have been given five business days after it was mailed, as evidenced
by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected
by the courier or express mail service receipt.


 


10.     Publication
of This Agreement to Subsequent Employer or Business Associates of Intern.


 


   10.1    If I am offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity within
two years following the termination of my employment with the Company, I agree to inform my potential employer, partner, co-owner and/or
others involved in managing the business with which I have an opportunity to be associated of my obligations under this Agreement and
also agree to provide such person or persons with a copy of this Agreement.


 


11.     General
Provisions.


 


   11.1    Governing
Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of Pennsylvania as such laws are applied to agreements entered
into and to be performed entirely within Pennsylvania between residents of Pennsylvania. I hereby expressly consent to the personal jurisdiction
and venue of the state and federal courts located in Pennsylvania for any lawsuit filed there against me by Company arising from or related
to this Agreement.


 


   11.2    Severability.
In case any one or more of the provisions, subsections, or sentences contained in this Agreement will, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions
of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained
in this Agreement. If moreover, any one or more of the provisions contained in this Agreement will for any reason be held to be excessively
broad as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable
to the extent compatible with the applicable law as it will then appear.


 


   11.3    Successors
and Assigns. This Agreement is for my benefit and the benefit of Company, its successors, assigns, parent corporations, subsidiaries,
affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives.




     


     


    

   11.4       Survival.
This Agreement will survive the termination of my employment, regardless of the reason, and the assignment of this Agreement by Company
to any successor in interest or other assignee.


 


   11.5       At-Will
Status. I agree and understand that nothing in this Agreement will change my at-will status or confer any right with respect to continuation
of my employment with Company, nor will it interfere in any way with my right or Company’s right to terminate my employment at
any time, with or without cause or advance notice.


 


  11.6       Waiver.
No waiver by Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by Company of
any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice to enforce
strict adherence to all terms of this Agreement.


 


  11.7       Export.
I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing
such data, in violation of the United States export laws or regulations.


 


  11.8       Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission
method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


  11.9       Advice
of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL
COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST
ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.


 


  11.10     Entire
Agreement. The obligations pursuant to Sections 1 and 2 (except Subsection 2.4 and Subsection 2.7(a)) of this Agreement will apply
to any time during which I was previously engaged, or am in the future engaged, by Company as a consultant if no other agreement governs
nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties
with respect to the subject matter of this Agreement and supersedes and merges all prior discussions between us. No modification
of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. Any subsequent change or
changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.


 


[signatures
to follow on next page]




     


     


    

This
Agreement will be effective as of October 1, 2021.


 


	Employee:	 
	 	 
	I have read this agreement carefully and understand its terms.  I have completely filled out Exhibit A to this Agreement.	 
	 	 
	 	 
	(Signature)	 
	 	 
	 	 
	Name	 
	 	 
	 	 
	Date	 



 


	COMPANY:
	 
	Accepted
    and agreed
	 
	BioVie
    Inc.
	 
	By:	 
	 	Name:   Cuong
    Do

    Title:     President & CEO




     


     


    

Exhibit
A


 


Excluded
Inventions


 


	TO:	BioVie
    Inc.
	FROM:	 
	DATE:	 


 


1.       Excluded
Inventions Disclosure. Except as listed in Section 2 below, the following is a complete list of all Excluded Inventions:


 


		☐	No
Excluded Inventions.



 


		☐	See
below:



 


	 
	 
	 
	 
	 
	 


 


		☐	Additional
sheets attached.



 


2.       Due
to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to the Excluded Inventions
generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):


 


	 	Excluded
    Invention	 	Party(ies)	 	Relationship
	1.	 	 	 	 	 
	2.	 	 	 	 	 
	3.	 	 	 	 	 


 


		☐	Additional
sheets attached.




     


     


    

BioVie
Inc.


 


Mutual
Agreement to Arbitrate Employment-Related Disputes


 


This
Mutual Agreement to Arbitrate Disputes (“Agreement”) is made and entered into as of October 1, 2021 (the “Effective
Date”) by and between BioVie, Inc., a Nevada corporation, (the “Employer”) and Joseph M. Palumbo, an
individual (the “Employee”) (the Employer and the Employee are collectively referred to herein as the “Parties”).


 


1.                  
Intent of Agreement.
It is the intent of Employee and the Employer that this Agreement will govern the resolution of all disputes, claims and any other
matters in question arising out of or relating to the Parties’ employment relationship. The Parties shall resolve all disputes
arising out of the employment relationship in accordance with the provisions of this Agreement.


 


2.                  
Mandatory Arbitration.
The Employer and Employee agree that any claim, complaint, or dispute that relates in any way to the Parties’ employment relationship,
whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, shall be submitted to final, binding and
confidential arbitration conducted by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes
(available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You can also call
JAMS at (215) 246-9494 if you have questions about the arbitration process. If the JAMS Employment Arbitration Rules are inconsistent
with the terms of this Agreement, the terms of this Agreement shall govern, except as otherwise required by law.


 


3.                  
Covered Claims.
This Agreement to arbitrate covers all grievances, disputes, claims, or causes of action (collectively, “claims”)
in a federal, state or local court or agency under applicable federal, state or local laws, arising out of Employee’s employment
with the Employer and the termination thereof, including claims Employee may have against the Employer or against its officers,
directors, supervisors, managers, employees, or agents in their capacity as such or otherwise, or that the Employer may have against
Employee. The claims covered by this Agreement include, but are not limited to, claims for breach of any contract or covenant
(express or implied), tort claims, claims for wrongful termination (constructive or actual) in violation of public policy, claims
for discrimination or harassment (including, but not limited to, harassment or discrimination based on race, sex, gender, religion,
national origin, age, marital status, medical condition, psychological condition, mental condition, disability, or sexual orientation),
claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, including, but not limited
to, all claims arising under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans With Disabilities
Act, claims of discrimination or retaliation under Pennsylvania law, any and all similar or employment laws of Pennsylvania, such
as the Pennsylvania Human Relations Act, the Pennsylvania Whistleblower
Law, the Pennsylvania Public Employee Relations Act, and the Philadelphia
Fair Practices Ordinance, all as amended and their respective implementing regulations, to the extent that such
claims may be waived and released; and the human rights and fair employment practices laws (whether statutory or common laws)
of the state or states and localities in which you have provided services to the Company (each as amended). The parties to this
Agreement specifically agree that all claims under the Labor Code of Pennsylvania, including, but not limited to, claims for overtime,
unpaid wages, and claims involving meal and rest breaks shall be subject to this Arbitration Agreement. (“Covered Claims”).


 


4.                  
Claims Not Covered.
Claims not covered by this Agreement are claims for workers’ compensation, unemployment compensation benefits, administrative
charges for unfair labor practices brought before the National Labor Relations Board, Excluded Claims (defined in Paragraph 5
below), or any other claims that, as a matter of law, the Parties cannot agree to arbitrate. Nothing in this Agreement shall be
interpreted to mean that employees are precluded from filing complaints with the Pennsylvania Human Relations Commission and/or
federal Equal Employment Opportunity Commission and National Labor Relations Board.



     


     


    


5.                  
Waiver of Class Action and Representative Action Claims.
Waiver of Class Action and Representative Action Claims. Except for representative claims which cannot be waived under applicable
law and which are therefore excluded from this Agreement (“Excluded Claims”), Employee and the Company expressly intend
and agree that: (a) class action and representative action procedures are hereby waived and shall not be asserted, nor will they
apply, in any arbitration pursuant to this Agreement; (b) each will not assert class action or representative action claims against
the other in arbitration or otherwise; and (c) Employee and the Company shall only submit their own, individual claims in arbitration
and will not seek to represent the interests of any other person. To the extent that the Parties’ dispute involves both timely
filed Excluded Claims and claims subject to this Agreement, the Parties agree to bifurcate and stay for the duration of the arbitration
proceedings any such Excluded Claims.


 


6.                  
Waiver of Trial by Jury.
The Parties understand and fully agree that by entering into this Agreement to arbitrate, they are giving up their constitutional
right to have a trial by jury, and are giving up their normal rights of appeal following the rendering of a decision except as
Pennsylvania law provides for judicial review of arbitration proceedings. The Parties anticipate that by entering into this Agreement,
they will gain the benefits of a speedy and less expensive dispute resolution procedure.


 


7.                  
Claims Procedure.
Arbitration shall be initiated upon the express written notice of either party. The aggrieved party must give written notice of
any claim to the other party. Written notice of an Employee’s claim shall be mailed by certified or registered mail, return receipt
requested, to the Employer’s General Counsel or Chief Executive Officer at 2120 Colorado Avenue, Suite 230 • Santa Monica,
CA 90404 (“Notice Address”). Written notice of the Employer’s claim will be mailed to the last known address
of Employee. The written notice shall identify and describe the nature of all claims asserted and the facts upon which such claims
are based. Written notice of arbitration shall be initiated within the same time limitations that Pennsylvania law applies to
those claim(s).


 


8.                  
Arbitrator Selection.
The Arbitrator shall be selected as provided in JAMS’ Rules and Procedures.


 


9.                  
Discovery.
The JAMS Employment Arbitration Rules regarding discovery shall apply to arbitration under this Agreement. The Arbitrator selected
according to this Agreement shall decide all discovery disputes.


 


10.              
Substantive Law.
The Arbitrator shall apply the substantive state or federal law (and the law of remedies, if applicable) as applicable to the
claim(s) asserted. The Arbitrator shall conduct and preside over an arbitration hearing of reasonable length, to be determined
by the Arbitrator. The Arbitrator shall provide the Parties with a written decision explaining his or her findings and conclusions.
The Arbitrator’s decision shall be final and binding upon the Parties.


 


11.              
Motions. The
Arbitrator shall have jurisdiction to hear and rule on prehearing disputes and is authorized to hold prehearing conferences by
telephone or in person as the Arbitrator deems necessary. The Arbitrator shall have the authority to set deadlines for completion
of discovery, and for filing motions for summary judgment, and to set briefing schedules for any motions. The Arbitrator shall
have the authority to adjudicate any cause of action, or the entire claim, pursuant to a motion for summary adjudication and/or
summary judgment, and, in deciding such motions, shall apply the law of Pennsylvania.



     


     


    


12.              
Compelling Arbitration/Enforcing Award.
Either party may bring an action in court to compel arbitration under this Agreement or to otherwise determine the arbitrability
of claims under this Agreement, and to confirm, vacate or enforce an arbitration award, and each party shall bear its own attorney
fees and costs and other expenses of such action.


 


13.              
Arbitration Fees and Costs.
The Employer shall be responsible for the arbitrator’s fees and expenses. Each party shall pay its own costs and attorneys’ fees,
if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys’ fees and costs, or if
there is a written agreement providing for attorneys’ fees and costs, the Arbitrator may award reasonable attorneys’ fees and
costs to the prevailing party. Any dispute as to the reasonableness of any fee or cost shall be resolved by the Arbitrator.


 


14.              
Term of Agreement.
This Agreement to arbitrate shall survive the termination of Employee’s employment. It can only be revoked or modified in writing
signed by both Parties that specifically states an intent to revoke or modify this Agreement and is signed by the Employer’s
General Counsel or an authorized executive.


 


15.              
Severability.
If any provision of this Agreement to arbitrate is adjudged to be void or otherwise unenforceable, in whole or in part, the void
or unenforceable provision shall be severed and such adjudication shall not affect the validity of the remainder of this Agreement
to arbitrate.


 


16.              
Voluntary Agreement.
By executing this Agreement, the Parties represent that they have been given the opportunity to fully review, comprehend and negotiate
the terms of this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement.


 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date above.


 


	 	BioVie
                    Inc. 


	 
	 	 	 
	 	By  	 	 
	 	Name: Cuong Do	 
	 	Title: President & CEO	 




 


	EMPLOYEE

    
	 	 	 
	 	 	 	 
	Signature:	 	 	 	 
	Print Name: