Exhibit 10.1


 


AMENDMENT NO.
3 TO THE OPEN MARKET SALE AGREEMENTSM


 


March 4, 2021


 


JEFFERIES LLC


520 Madison Avenue


New York, New York 10022


 


Ladies and Gentlemen:


 


This
Amendment No. 3 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the
date first written above by Arbutus Biopharma Corporation, a company incorporated under the laws of the Province of British Columbia
(the “Company”), and Jefferies LLC (“Agent”), that are parties to that certain Open Market
Sale AgreementSM, dated December 20, 2018 (the “Original Agreement”), as amended on December 20, 2019
and August 7, 2020. All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement.
The parties, intending to be legally bound, hereby amend the Original Agreement as follows:


 


1.            The
preamble to the Original Agreement is hereby deleted in its entirety and replaced with the following:


 


“Arbutus Biopharma
Corporation, a company incorporated under the laws of the Province of British Columbia (the “Company”), proposes,
subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or
principal (the “Agent”), the Company’s common shares, without par value per share (the “Common
Shares”), under one or more registration statements on Form S-3 filed with the Commission, on the terms set forth
in this agreement (this “Agreement”).”


 


2.            The
Company represents and warrants to, and agrees with the Agent that this Amendment has been duly authorized, executed and delivered
by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification
hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.


 






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3.            This
Amendment together with the Original Agreement, as previously amended (including all schedules and exhibits attached hereto and
thereto and Placement Notices issued pursuant hereto and thereto), constitutes the entire agreement and supersedes all other prior
and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter
hereof. Neither this Amendment nor any term hereof may be amended except pursuant to a written instrument executed by the Company
and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full
force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions
herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to
the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with
the intent of the parties as reflected in this Amendment. All references in the Original Agreement to the “Agreement”
shall mean the Original Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement”
in the Original Agreement shall continue to refer to the date of the Original Agreement.


 


4.            This
Amendment shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements
made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Amendment or the
transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the Borough
of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in
the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive
jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such
jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or
document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other
proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or
claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient
forum. The provisions of this paragraph shall survive any termination of this Amendment.


 


5.            This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission
or electronic transmission (e.g., PDF).


 


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If the foregoing correctly
sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding amendment to the Original Agreement between the Company and the Agent.


 


	 	Very truly yours,
	 	 
	 	Jefferies LLC
	 	 
	 	By: 	/s/ Michael Magarro
	 	Name:	Michael Magarro
	 	Title:	Managing Director
	 	 
	 	ACCEPTED as of the date
	 	first-above written:
	 	 
	 	Arbutus Biopharma Corporation
	 	 
	 	By: 	/s/ William H. Collier
	 	Name: 	William H. Collier
	 	Title: 	President and Chief Executive Officer