Exhibit 10.31


 


AMENDMENT
TO COLLABORATION AND LICENSE AGREEMENT BETWEEN NANOMERICS LTD. AND VIRPAX PHARMACEUTICALS, INC.


 


This
Amendment to the Collaboration and License Agreement (this “Amendment”) is made effective as of December 31,
2020 (the “Amendment Effective Date”) between Virpax Pharmaceuticals, Inc. (“Virpax”) and
Nanomerics Ltd. (“Nanomerics”). Virpax and Nanomerics are each sometimes referred to herein as a “Party”
and, collectively, as the “Parties.”


 


WHEREAS,
Virpax and Nanomerics are parties to that certain Collaboration and License Agreement, dated as August 7, 2020, (the “Nanomerics
License Agreement”);


 


WHEREAS,
the Parties desire to modify certain terms of the Nanomerics License Agreement as set forth in this Amendment;


 


WHEREAS,
any capitalized term not separately defined in this Amendment shall have the meaning ascribed to it in the License Agreement,
and


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


 


		1.	Amendment.



 


		i.	The
                                         defined term “Funding Expiry Date” in Section 1 of the Nanomerics License
                                         Agreement shall be deleted and replaced in its entirety with the following:



 


“Funding
Expiry Date” means the date (if any) specified as such in the Funding Plan and as defined in Section Error! Reference
source not found, or if no such date is specified the 31st of March 2021.


 


		2.	Term
                                         of Amendment. This Amendment shall be in effect from the Amendment Effective Date
                                         and shall continue for the term of the Nanomerics License Agreement.



 


		3.	Full
                                         Force and Effect. Except as specifically modified or amended by the terms of this
                                         Amendment, the Nanomerics License Agreement and all provisions contained therein are,
                                         and shall continue, in full force and effect and are hereby ratified and confirmed.



 


		4.	Integration.
                                         The Nanomerics License Agreement, as amended by this Amendment, contains the entire agreement
                                         of the Parties with regard to this Amendment and the Nanomerics License Agreement, and
                                         supersedes and replaces any prior agreements as to that matter. Neither this Amendment
                                         nor the Nanomerics License Agreement may be changed or modified, in whole or in part,
                                         except by an instrument in writing signed by the Parties.



 


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THIS
AMENDMENT IS EXECUTED by the authorised representatives of the Parties on the dates indicated below but effective as of the Amendment
Effective Date.


 


	Signed
    for and on behalf of	 	Signed
    for and on behalf of
	 	 	 
	NANOMERICS
    LTD	 	VIRPAX
    PHARMACEUTICALS, INC.
	 	 	 
	/s/
Andreas G. Schatzlein	 	/s/
    Anthony P. Mack
	Name:
    Andreas G. Schatzlein	 	Name:
    Anthony P. Mack
	 	 	 
	Title:
    Chief Executive Officer	 	Title:
    Chairman & Chief Executive Officer
	 	 	 
	Date:
    5 Jan 2021	 	Date:
    January 5, 2021


 


 


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