Blueprint





 










Exhibit 10.1



 



RESEARCH AGREEMENT


This
Agreement is made effective as of the 21st day of October 2016
("Effective Date")


BETWEEN:


Sanofi
Pasteur Biologics, LLC, a Delaware limited liability corporation
having a principal place of business at 38 Sidney St., Cambridge,
MA 02139, USA ( together with its Affiliates "Sanofi
Pasteur")


and


Mymetics
BV, a company incorporated under the laws of the Netherlands,
having its registered head office at J.H. Oortweg 21, 2333 CH
Leiden, The Netherlands, (together with its Affiliates, if any,
"Mymetics")


(as
used herein, the term Party, means either SANOFI PASTEUR or
MYMETICS and the term "Parties" means both of them
collectively)


WHEREAS:
The Parties wish to exchange materials between them in order to
facilitate certain evaluation studies to be performed by SANOFI
PASTEUR on Mymetics's virosome technology. These studies are
designed to repeat the studies performed by Mymetics.


NOW
THEREFORE in consideration of the premises and the terms and
conditions set forth in this Agreement, and for other good and
valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the Parties agree as follows:




1.           


Evaluation & Material Transfer







1.1           

SANOFI
PASTEUR agrees to perform the following studies (the
"Evaluation"):






SANOFI
PASTEUR will evaluate Mymetic's influenza virosomes in
[***]comparison to standard egg-based split vaccine (11V)
[***].


[***]


CONFIDNTIAL


Page
1 of 8














 






.



1.2 

In
order to perform the Evaluation, SANOFI PASTEUR has agreed to
transfer to Mymetics certain commonly circulating influenza viral
strains listed below (the "SANOFI PASTEUR Materials").








1)

[***]








2)

.






[***].



1.3 

[***]






.


CONFIDENTIAL



Page 2 of 8




 








 






1) )



1.4 

[***].







1.5 

SANOFI
PASTEUR shall use the Mymetics Materials solely for the purpose of
performing the Evaluation. If any Mymetics Materials are not
consumed in the Evaluation, SANOFI PASTEUR
shall return or destroy such surplus materials as directed by
Mymetics.










1.6 

Each
of the Parties shall provide information regarding their respective
materials, including instructions as to handling, storage and
transfer.







1.7 

Each
of the Parties shall perform their respective obligations herein in
accordance with the following, as applicable:








a)

the
terms of this Agreement;








b)

those
policies, standards, procedures, conventions and techniques that
are of a high, recognized and acceptable professional standard in
the scientific community;








c)

appropriate
biosafety and containment conditions;








d)

by
keeping good and accurate records of all methods and results;
and








e)

all
applicable laws.







2.           

Funds







2.1           

SANOFI
PASTEUR agrees to provide MYMETICS the sum of [***] in
consideration for the production of the Mymetics Materials (the
"Funds").







2.2           

The
Funds shall be payable [***}.







2.3           

MYMETICS
shall be solely liable to pay any compensation out of the Funds (as
hereinafter defined) to any employees, contractors and agents who
are involved in the Evaluation.







2.4           

SANOFI
PASTEUR shall bear its own internal costs for performing the
Evaluation.






CONFIDENTIAL *** Confidential Treatment
Requested


Page
3 of 8




 








 








3.           


Payment of Funds







3.1           

Provided
that MYMETICS has complied with its obligations herein, SANOFI
PASTEUR shall pay MYMETICS' invoices within [***],







3.2           

MYMETICS
shall remit its invoices for payment of the Funds to the following
mailing







address:


Sanofi
Pasteur Biologics LLC


Accounts
Payable [***]


Invoices
shall reference the following:


Payee's
complete name, address and phone number


Payment
amount and currency


Payment
term I due date


Invoice
number and invoice date


Sanofi
Pasteur contact name and reference to the Evaluation
project


Complete
description of consideration rendered with reference to specific
provisions of


this
Agreement


Method
of payment (wire)


Wiring
instructions, including bank name, address, account
number


Purchase
order number, if any (under the following format: n°
44000xxxxx).


Sanofi
Pasteur reserves the right to reject any invoice that does not
mention any and all of these references, and Sanofi Pasteur shall
not be in default of payment of any such incomplete
invoice.



3.4           

Payment
shall be made by wire transfer payable:






 


[***]




7.           


Rights and Ownership







7.1           

No
right, title or interest in any patent, patent application,
know-how, materials or other physical or intellectual property
owned or controlled by a Party in any field as of the Effective
Date (the "Background Technology") is transferred to the other
Party under this Agreement.







7.3           

The
Evaluation is a repeat of studies already performed by Mymetics,
which original data is owned by Mymetics. In consideration of the
payment of the Funds, SANOFI PASTEUR shall own all right, title and
interest in any data generated by SANOFI PASTEUR `S employees and
agents in the course of performing the Evaluation. SANOFI PASTEUR
shall disclose the data generated in the course of performing the
Evaluation to Mymetics within thirty (30) days of completing the
Evaluation.







7.5           

Neither
Party shall have, any obligation to enter into any negotiations or
any Agreement with the other Party concerning the results of the
Evaluation.






CONFIDENTIAL *** Confidential Treatment
Requested


 


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8. Confidentiality


The
Parties agree that the terms of the Confidential Disclosure
Agreement between them dated [***] (the "CDA") a copy of which is
attached hereto as Appendix A, shall apply in respect of all
exchanges of Confidential Information (as that term is defined in
the GDA).



9. Public
Disclosure


Neither
Party may publicly disclose the results of the Evaluation or the
existence or terms of this Agreement, or use the name of the other
Party in any press release or other publicity without the prior
written consent of the other Party. Such consent shall not be
unreasonably withheld or delayed. The contact for such matters at
SANOFI PASTEUR shall be [***] and for Mymetics shall be Ronald
Kernpers.



10. Warranties


Mymetics
represents that SANOFI PASTEUR does not require any license to any
Mymetics Background Technology or any third party technology in
order to perform the Evaluation.



11. Indemnity and
Insurance


MYMETICS
shall indemnify and hold harmless SANOFI PASTEUR (including its
Affiliates, directors, officers, employees and agents) from and
against all claims, losses, suits, proceedings, damages (including
indirect or consequential losses or damages), costs (including
assessable legal costs), expenses, or liability of any kind made,
sustained or brought against SANOFI PASTEUR as a result of the
negligence or willful misconduct of the MYMETICS arising from the
use of the Mymetics Materials, except to the extent caused by the
negligence or willful misconduct of SANOFI PASTEUR, its servants,
agents, employees or contractors. MYMETICS agrees to maintain
adequate liability insurance to permit it to satisfy its
obligations to SANOFI PASTEUR under this Section 11.




12.           


Term and Termination






12.1
This Agreement is made effective as of the Effective Date and shall
expire one (1) year later unless extended for a certain period of
time on the same terms and conditions by mutual written agreement
of the Parties.


12.2
This Agreement and any extension thereof may be
terminated:


(i) by
mutual consent of both Parties hereto;


(ii) by
any Party upon thirty (30) days' prior written notice in the event
that another Party breaches a material term or condition of this
Agreement which breach is not cured within such thirty (30) day
period; or

(iii) by
SANOFI PASTEUR upon thirty (30) days' prior written notice to
MYMETICS.



13. Governing
Law


This
Agreement shall be governed by the laws of the State of New York
USA, without regard to conflicts of laws principles.




14.           


Notice






CONFIDENTIAL *** Confidential Treatment
Requested


Page
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Any
notices required or permitted to be given under this Agreement
shall be in writing and may be effectively given if delivered
courier as follows:


	


If to SANOFI PASTEUR:



Sanofi Pasteur Biologics, LLC 38 Sidney St.,



Cambridge, MA 02139, USA



Attention: Legal


 

	

If
to MYMETICS:


Mymetics
BV


J.H.
Oortweg 21, 2333 CH Leiden,


The
Netherlands


Attention:
Ronald Kempers


 







 



Any notice shall be deemed to have been given and received, if
delivered, on the first business day following the date on which it
was delivered. Any Party may change its address for service from
time to time by notice given in accordance with the
foregoing.



15. Assignment


This
Agreement shall not be assigned by MYMETICS without the prior
consent of SANOFI PASTEUR. MYMETICS and SANOFI PASTEUR may assign
this Agreement to any of its Affiliates.



1. Entire
Agreement


This
Agreement constitutes the entire agreement and understanding
between the Parties concerning the subject matter hereof, and
supersedes any agreements related to the subject matter of this
Agreement, and may not be modified or amended except by written
agreement of the Parties. The division of this Agreement into
articles, sections and paragraphs and the insertion of headings are
for convenience of reference only and shall not affect the
interpretation or construction of this Agreement. Notwithstanding
the foregoing the Parties agree to incorporate by reference the
terms of the CDA in accordance with Article 8, which CDA is
unamended by this Agreement.



2. Benefit
of Agreement


This
Agreement shall ensure to the benefit of and be binding on the
Parties to this Agreement and their respective successors and
permitted assigns.



3. Affiliates


18.1
As used in this Agreement, the term "Affiliate" means, with respect
to any Party, (i) any legal entity of which the securities or other
ownership interests representing fifty per cent (50 %) or more of
the equity or fifty per cent (50 %) or more of the ordinary voting
power or fifty per cent (50 %) or more of the general partnership
interest are, at the time such determination is being made, owned,
controlled or held, directly or indirectly, by such Party, or (ii)
any legal entity which, at the time such determination is being
made, is controlling or under common control with, such Party. As
used herein, the term control, whether used as a noun or verb,
refers to the possession, directly or indirectly, of the power to
direct, or cause the direction of, the management or policies of a
legal entity, whether through the ownership of voting securities,
by contract or otherwise.


 


CONFIDENTIAL



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19.           


Counterparts






This
Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, and all of which, taken
together, shall constitute one and the same
instrument.


IN WITNESS WHEREOF,
the Parties have executed this
Agreement.


 


	

SANOFI PASTEUR BIOLO IC-S LLC


	

MYMETICS B.V.


	
 

	
 


	Per:
_______________________________
	Per: ____________________________

	
Name

	Name: Ronald
Kempers
	Title	Title: Chief
Executive Officer
	
 

	
 


	Date	Date





   





 








 






Appendix
A


Confidential
Disclosure Agreement dated 1 April 2014