Exhibit 10.47


 





 


PLEASE
NOTE: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 


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”) by which the Parties agreed to collaborate in a “Project”, described
as: COVID-19 vaccine evaluation.


 


WHEREAS
the parties wish to amend the Original Agreement. In consideration of the mutual covenants hereunder, the parties agree as
follows


 


	1.	The
    Original Agreement shall be read with the amended terms stated below. With respect to all other terms, the Parties confirm
    the Original Agreement.
	 	 
	2.	The
    Budget attached hereto includes the work scheduled to be performed pursuant to the Original Agreement (Tasks 1, 2, 3 and 4)
    and additional work related to vaccine evaluation which was not included in the Original Agreement. 
	 	 
	3.	The
    attached “SCHEDULE OF PAYMENTS” is in addition to the “Schedule
    of Payments” from the Original Agreement.
	 	 
	4.	The
    attached “NEW STATEMENT OF WORK AND DELIVERABLES” is in addition to the “STATEMENT OF WORK AND
    DELIVERABLES” in the Original Agreement.
	 	 
	5.	The
    estimated total value of this Project amendment is: minimum of $[***](Tasks 1.5, 1.6 1.8 and 1.9) (immediate priority)
    to a maximum of $[***] (Tasks 1.5 – 1.9) (includes [***] tasks) as stated in the Statement of Work.
	 	 
	6.	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 $[***] (Tasks 1.5, 1.6, 1.8
    and 1.9) to a maximum of $[***] (Tasks 1.5 - Tasks 1.9). 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.





 






    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
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	7.	The
    amount that the Collaborator will pay to the NRC in cash for this amendment is: minimum of $[***] (Tasks 1.5, 1.6 1.8 and
    1.9) (immediate priority) to a maximum of $[***] (Tasks 1.5 – 1.9) (includes [***] tasks) as stated in the
    Statement of Work.
	 	 
	8.	The
    estimated value of the NRC’s in-kind contribution for this amendment is: minimum $[***] (Tasks 2.1, 2.2,
    2.3, 2.4 and Task 2.6) to a maximum $[***] (Tasks 2.1 - Tasks 2.6).
	 	 
	9.	The
    expiry date as stated in the Original Agreement as “30 November 2020” is now amended to be “15 March 2022”.
	 	 
	10.	This
    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 Agreement. 


 


SIGNED
by the Collaborator at Ottawa, Ontario


 


	 	 	VARIATION
    BIOTECHNOLOGIES INC.
	 	 	 	 
	Date: 	21 DEC 2020	 	Per:	/s/
    Jeff Baxter                             
	 	 	 	Jeff
    Baxter
	 	 	 	CEO


 


SIGNED
by the NRC at Ottawa, Ontario


 


	 	 	NATIONAL
    RESEARCH COUNCIL OF CANADA
	 	 	 	 
	Date: 	21 DEC 2020	 	Per:	/s/
    Lakshimi Krishnan
	 	 	 	Lakshmi
    Krishnan, Ph.D. 
	 	 	 	A/Vice
    President, Life Sciences


 




    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
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ANNEX
SP – SCHEDULE OF PAYMENTS TO NRC


 


Billing
address: See page 1


 


Billing
contact:





	 	Name:
    	Andrea
    McRae
	 	Title:	Project
    Manager
	 	Telephone:	[***]
	 	Email:	[***]


 


	SP-1	The
    Collaborator shall be invoiced as follows:


 


	 	Invoicing
    Schedule (Estimated Dates)	 	Amount
    Due*
	 	1.
    Invoice to be issued on signature of this amendment for Tasks 1.5 – 1.6	 	$[***]
	 	2.
    Invoice to be issued on completion of Tasks 1.8 – 1.9	 	$[***]
	 	3.
    Invoice to be issued upon confirmation by client – Task 1.7	 	$[***]


 


*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.


 




    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
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	SP-9	If
    a surplus of prepayment remains as a result of premature termination, it will be refunded.
	 	 
	SP-10	If
    an instrument tendered in payment or settlement of an amount due to the NRC is dishonoured 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)


 




    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
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REVISED
& EXPANDED STATEMENT OF WORK AND DELIVERABLES


 


Amendment
to VBI-NRC Collaborative Research Agreement A-0035546: Multivalent Coronavirus vaccine development


 


The
Client and NRC hereby agree to amend the workplan from the Original Agreement and expand to include a broader workplan relating
to evaluation and manufacture of Client’s COVID-19 vaccines as set out below. 


With
the completion of the Stage 1 (Establish potency of VBI monovalent and multivalent coronavirus eVLP vaccine preparations) in the
original workplan, VBI and NRC have agreed to expand the R&D collaboration to include follow-on pre-clinical evaluation, bioprocess
optimization and scale-up work as well as additional productions for clinical trials. 


 


The
following activities, Stage 2, are meant to encompass the further scope for the workplan. Indicated budget figures are high-level
estimates. Follow-on discussions between NRC and VBI will further refine the scope and associated budget. However, no increases
to the amounts shown in the Budget will be effective unless agreed in writing by Client. 


 


Note:
VBI will be responsible to provide the plasmids needed for all productions.


 


Stage
1: Candidate Identification & Immunogenicity


 


The
Client and NRC have agreed that the original workplan has been modified to accommodate 3 larger studies (29B609, 29B619 and 29B621)
which included additional PRNT and ELISPOT work. The final price for these 3 studies is equivalent to the full maximum price for
agreement A-00355546: [***]. The parties also agree to amend and extend this stage of work as follows:


 


	 	1.5	Task
    1.5: 29B634 estimated budget: $[***] (anticipated duration: [***]weeks)
	 	1.6	Task
    1.6: Additional [***]: [***]for [***]work done at [***]estimated budget: $[***] (anticipated duration: [***]weeks)
	 	1.7	Task
    1.7: Optional [***] studies for immunogenicity to be conducted at the request of Client (up to [***]mouse studies, n=[***])
    $[***] per study x [***] = estimated budget: $[***] (anticipated duration: [***] weeks for each study)
	 	1.8	Task
    1.8 Phase I Clinical sample testing [***]for clinical samples


 


	 	●
	n=
    [***]estimated budget $[***] (anticipated duration [***] weeks)


 


	 	1.9	OPTION:
    Task 1.9 Phase II Clinical sample testing [***] for clinical samples 


 


	 	●	n=
    [***]estimated budget $[***] (anticipated duration [***] weeks)


 


Total
estimated budget for new and amended tasks in Stage 1: $[***]


 


Stage
2: Tech Transfer & Process Development Activities 


 


The
approach for the following activities is to transfer the existing VBI manufacturing process to NRC at [***], and also to scale
up the modified process to [***] (implementing [***] developed in Task 2.1 below) to produce product for use in later stage clinical
trials. NRC will discuss approach together with VBI and further discussion may, with the agreement of the parties, change the
scope for process modification. Nevertheless, process modification will be kept to a minimum in order to accelerate timelines.
Given the at risk nature of this development, NRC is proposing to complete these development activities at risk and in consideration
of future Retained Doses as per Exhibit B.


 




    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
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	 	2.1.	Task
    2.1: [***] (SOW already submitted but additional work is already anticipated) – See Annex C
	 	 	Revised
    estimated budget: $[***] (anticipated duration: [***]weeks)
	 	 	 
	 	2.2.	Task
    2.2 Process transfer to [***]: Transfer of current process for [***]. This includes: 2.2.1. [***].
	 	 	Estimated
    budget: $[***] (anticipated duration: [***]weeks [***])
	 	 	 
	 	2.3.	Task
    2.3 Analytics:
	 	 	[***]Estimated
    budget: $[***].
	 	 	 
	 	2.4	Task
    2.4 Modified process scale up [***].
	 	 	 
	 	2.5	Task
    2.5 Optional - [***]
	 	 	 
	 	 	Total
    estimated budget for core tasks: $[***]


 


Given
the COVID situation, there are a number of constraints on timelines in particular:






	1)	With
    current procurement challenges, many items for larger scale and Clinical material production may need to be purchased at-risk
    in an attempt to reduce long lead times for some consumables (media, columns, etc). Despite best efforts, some items may have
    lead times which impact timelines for the described work. VBI may choose to procure these directly in order to expedite timelines.
	2)	There
    are public health and NRC Corporate restrictions on the number of people permitted to work on-site and this may impact timelines
    although NRC and VBI will endeavour to minimize this wherever possible.


 




    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
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	Budget
    Summary: VBI-2900 eVLP vaccine candidates against coronaviruses
	Work
    Task	 	Task
    Value 	 	NRC
    Co-investment 	 	CAN
    SME Fee Reduction 	 	NRC
    Task Price* 
	STAGE
    1: Candidate Identification	 	 	 	 	 	 	 	 
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Stage
    1 - Total Minimum (without option)	 	[***]	 	[***]	 	[***]	 	[***]
	Stage
    1 – Total Maximum (with option)	 	[***]	 	[***]	 	[***]	 	[***]


 


	Work
    Task	 	Task
    Value 	 	NRC
    Co-investment 	 	CAN
    SME Fee Reduction 	 	NRC
    Task Price* 
	STAGE
    2: Tech Transfer & Process Devt	 	 	 	 	 	 	 	 
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Stage
                                         2 Total Minimum

        Stage
        2 Total Maximum (with options)*
	 	[***]	 	[***]	 	[***]	 	[***]



 


	Clinical
    Trial Material – ANNEX A	 	 	 	 	 	 	 	 
	[***]	 	TBD	 	 	 	 	 	TBD
	[***]	 	TBD	 	 	 	 	 	TBD
	 	 	 	 	 	 	 	 	 
	ANNEX
    A Subtotal 	 	TBD	 	0	 	 	 	TBD


 




    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
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Annex
A - Production of Clinical Trial Material


 




    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
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Annex
B – Stage 4 - Additional Production


 


 




    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
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Annex
C: Scope of Work for the Polishing Step for eVLP Purification.


 




    	HUMAN HEALTH THERAPEUTICS – Vaccines and Emerging infections RI
NRC Ref. #: A-0037349 (orig. A-0035546)
	Page 10 of 10