Arbutus Biopharma Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Confidential 

Confidential treatment has been requested for portions of this
exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as [***]. A complete version
of this exhibit has been filed separately with the Securities and Exchange
Commission. 

LETTER AGREEMENT 

THIS LETTER AGREEMENT (“Letter Agreement”) is effective
as of July 16, 2015 (the “Effective Date”) and made between: 

	(1) 	
      OnCore Biopharma, Inc., a Delaware corporation
      having its principal place of business at 3805 Old Easton Road,
      Doylestown, PA 18902, USA (“OnCore”); and

	 	 
	(2) 	
      CYTOS BIOTECHNOLOGY AG, having its principal place
      of business at Wagistrasse 25, CH-8952 Schlieren, Switzerland
      (“Cytos”),

	 	 
		
      Cytos and OnCore being herein referred to individually as
      a “Party” and collectively as the
  “Parties”.



WHEREAS 

	 	(A) 	
      The Parties entered into that certain License Agreement
      dated December 30, 2014 (the “Agreement”) regarding the development,
      manufacture and commercialization of Licensed Compounds and Licensed
      Products in the Field as set forth in the Agreement;

	 	 	 
	 	(B) 	
      Closing of the Agreement is subject to the satisfaction
      or waiver of certain conditions as set forth in Article 2 of the
      Agreement;

	 	 	 
	 	(C) 	
      The Parties have prepared the Technology and Program
      Transfer Plan referred to in Section 2.4.4 of the Agreement;

	 	 	 
	 	(D) 	
      As part of the technology transfer set forth in the
      Technology and Program Transfer Plan, Cytos shall transfer to OnCore
      certain Licensor Materials as set forth in Schedule 1.43 of the
      Agreement.



NOW IT IS HEREBY AGREED AS FOLLOWS: 

	1. 	
      Definitions and Interpretation

	 	 
	1.1. 	
      When used in this Letter Agreement, capitalized terms
      shall have the meaning as defined above and throughout this Letter
      Agreement. Any capitalized terms used in this Letter Agreement but not
      defined herein shall have the meaning as defined in the
  Agreement.

	 	 
	1.2. 	
      In the event of any conflict between the terms of this
      Letter Agreement and the Agreement, the terms of the Agreement shall
      govern and control. Nothing in this Letter Agreement shall be construed,
      by implication or otherwise, to modify or supersede any of the terms of
      the Agreement.







Confidential 

	2. 	
      Sale of Licensor Materials to
  OnCore

	 	 
	2.1. 	
      Cytos shall sell and assign to OnCore complete and
      unreserved ownership of items 2, 3 and 4 of the Licensor Materials as set
      forth in Schedule 1.43 of the Agreement. OnCore shall pay Cytos for such
      Licensor Materials the purchase price set forth in Schedule 1.43 of the
      Agreement, a total of US$600,000, no later than thirty (30) Business Days
      after Closing, and Cytos shall provide whatever documentation of such sale
      and assignment as OnCore may reasonably request.

	 	 
	2.2. 	
      Promptly after receiving payment, Cytos shall provide a
      written notice of such sale and assignment to any third parties that are
      storing the Licensor Materials, and shall copy OnCore on each such
      notice.

	 	 
	2.3. 	
      OnCore shall be responsible for entering into the
      appropriate agreements with such third parties regarding the storage and
      further use of the Licensor Materials, though Cytos shall reasonably
      facilitate OnCore’s efforts to secure such agreements at OnCore’s
      request.

	 	 
	2.4. 	
      OnCore shall place [***] in escrow with a mutually agreed
      upon escrow agent no later than [***] after Closing and shall undertake to
      test relevant Licensor Materials ([***] set forth in item 1 of Schedule
      1.43), currently being stored by Cytos at third party facilities, against
      established shelf life specifications as set forth in Exhibit A attached
      hereto. In the event such Licensor Materials meet such specifications, the
      escrowed funds shall be released to Cytos and subsections 2.1 through 2.3
      above shall then apply to such Licensor Materials. In the event such
      Licensor Materials do not meet such specifications at any time during the
      course of testing through [***], OnCore shall so notify Cytos and the
      escrowed funds shall be returned to OnCore.

	 	 
	3. 	
      Agreement to Technology and Program Transfer
      Plan

	 	 
		
      Upon the execution of this Letter Agreement, the
      Technology and Program Transfer Plan attached hereto as Exhibit B shall be
      deemed agreed upon by the parties and condition2.4.4 of the Agreement
      shall be satisfied. Pursuant to Section 2.4.4 of the Agreement, such final
      Technology and Program Transfer Plan shall be appended as Schedule 1.69 to
      the Agreement.

	 	 
	[Signatures appear on following
  page]






Confidential 

IN WITNESS WHEREOF, the authorised representatives of the
Parties have executed this Letter Agreement on the date written at the top of
this Agreement. 

For and on behalf of ONCORE BIOPHARMA, INC. 

	Signature 	 	 	 	 
	 	 	 	 	 
	Name 	 	 	 	 
	 	 	 	 	 
	Position 	 	 	 	 
	 	 	 	 	 
	Date 	 	 	 	 


For and on behalf of CYTOS BIOTECHNOLOGY AG 

	Signature 	 	 	 	 
	 	 	 	 	 
	Name 	 	 	 	 
	 	 	 	 	 
	Position 	 	 	 	 
	 	 	 	 	 
	Date 	 	 	 	 






Confidential 

EXHIBIT A 
Shelf Life Specifications


[***]




Confidential 

EXHIBIT B 
Technology
and Program Transfer Plan 

[***]