Exhibit 10.16


 


Certain identified
information has been excluded because it is both not material and would


likely cause competitive harm if publicly disclosed.


 


FIRST
AMENDMENT TO THE


RESEARCH AND LICENSE AGREEMENT


 


This
First Amendment to the Research and License Agreement (the “First Amendment”) is made on this 3rd
day of January 2020 (the “Effective Date”) by and between:


 


YISSUM
RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat
Ram, Jerusalem 91390, Israel (“Yissum”) of the first part; and


 


VIRPAX
PHARMACEUTICALS, INC., of 101 Lindenwood Drive, Suite 225, Malvern, PA 19355 USA (the “Company”), of the
second part;


 


(each
of Yissum and the Company, a “Party”, and collectively the “Parties”)


 


	WHEREAS:	The Parties signed a Research and License Agreement as of August 11, 2019 (the “Agreement”); and
	 	 
	WHEREAS:	the Parties wish to amend the Agreement to add new research to be sponsored by the Company in the laboratory of the Researcher (the “Additional Research”), as set forth below.


 


NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:


 


	1.	Interpretation
                                         and Definitions



 


		1.1.	The
                                         preamble and exhibits annexed to this First Amendment constitute an integral part hereof
                                         and shall be read jointly with its terms and conditions.



 


		1.2.	Capitalized
                                         terms set forth in this First Amendment and which are not defined, shall have the meaning
                                         ascribed thereto in the Agreement.



 


		1.3.	Unless
                                         otherwise indicated herein, the terms and conditions of the Agreement shall remain without
                                         any change and shall continue to be binding and in full force and effect.



 


		1.4.	The
                                         headings of the sections in this First Amendment are for the sake of convenience only
                                         and shall not serve in the interpretation of the First Amendment.



 


		2.	The
                                         Additional Research



 


		2.1.	The
                                         Company hereby undertakes to finance performance of the Additional Research in accordance
                                         with the program, budget and payment schedule annexed to this Amendment as Appendix Bl
                                         (the “Additional Research Program”), or any amendment thereof. For the
                                         avoidance of doubt the additional Research Fees shall not be paid until The
Company has received grant funding and shall be subject to payment schedule in Appendix B1.



 




    


     


    

 


EXECUTION
COPY 


 


		2.2.	The
                                         results of the Additional Research (the “Additional Research Results”) shall
                                         be added to the Licensed Technology.



 


		2.3.	The
                                         terms and conditions of Section 2 of the License Agreement shall apply to the Additional
                                         Research and the Additional Research Program, mutatis mutandis.



 


	3.	Miscellaneous



 


		3.1.	The
                                         Development Plan. In conformance with the requirements of the Agreement, the Company
                                         has annexed its Development Report to this First Amendment as Appendix C to the Agreement.



 


		3.2.	Continuing
                                         Effect. Except as specifically provided in and required by this First Amendment,
                                         the terms and conditions of the Agreement shall remain in full force and effect.



 


		3.3.	Counterparts.
                                         This First Amendment may be executed in any number of counterparts and by different
                                         Parties on separate counterparts, each of which, when executed and delivered, shall be
                                         deemed to be an original, and all of which, when taken together, shall constitute but
                                         one and the same First Amendment. Executed copies of the signature pages of this First
                                         Amendment sent by facsimile or transmitted electronically in Portable Document Format
                                         (“PDF”), or any similar format, shall be treated as originals, fully binding
                                         and with full legal force and effect, and the Parties waive any rights they may have
                                         to object to such treatment



 


IN
WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS


 


	YISSUM	 	VIRPAX
    PHARMACEUTICALS INC.
	 	 	 
	/s/
    Dr. Itzik Goldwaser	 	/s/
    Anthony P. Mack
	Dr.
    Itzik Goldwaser	 	Anthony
    P. Mack
	CEO
    of Yissum	 	CEO
    & Chairman
	 	 	 
	/s/
    Shani Bullock	 	 
	Shani
    Bullock	 	 
	VP
    BD, Healthcare Yissum	 	 


 




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EXECUTION
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Appendix
Bl


 


THE
ADDITIONAL RESEARCH PROGRAM


 


Anti-opiates
project- Additional Research Program (to the submitted


NIH grant) {Yirpax RES 202 Project)


 


[**]


 


Total
Budget:


 


	Staffing	 	 	[**]	 
	Equipment, Dissolution Systems	 	 	[**]	 
	Disposables (Chemicals, etc.)	 	 	[**]	 
	Laboratory Services (e.g. electron microscopy & other services	 	 	[**]	 
	Subtotal	 	 	[**]	 
	HUJ Overhead (35%)	 	 	[**]	 
	Total	 	 	[**]	 



 


Additional
Research Services Fee Payment Schedule:


 


	 	 	Date
    of Payment	 	Amount
	First
    Payment	 	Within
    fifteen (15) days of receipt of grant funding by Company.	 	$
    [**] (includes all of equipment line)
	Second
    Payment	 	Within
forty-five (45) days of receipt of grant funding by Company.
	 	[**]
	Third
    Payment	 	Within
ninety (90) days of receipt of grant funding by Company.
	 	[**]
	Fourth
    Payment	 	Within
    one hundred and twenty (120) days of receipt of grant funding by Company.	 	[**]


 


	YISSUM	 	VIRPAX PHARMACEUTICALS, INC.
	 	 	 
	/s/ Dr. Itzik Goldwaser	 	/s/ Anthony P. Mack
	Dr. Itzik Goldwaser	 	Anthony P. Mack
	CEO of Yissum	 	CEO and Chairman


 


	/s/ Shani Bullock	 
	Shani Bullock
	VP Business Development and Healthcare Yissum


 


I the undersigned, Prof. Yechezkel Barenholz,
have reviewed, am familiar with and agree to all of the above terms and conditions. I hereby undertake to cooperate fully with
Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth herein.


 


	 	 	 
	Prof. Yechezkel Barenholz	 	Date signed


 




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EXECUTION
COPY 


 


	Second Payment	Within forty-five (45) days ofreceipt of grant funding by Company.	[**]
	Third Payment	Within ninety (90) days of receipt of grant funding by Company.	[**]
	Fourth Payment	Within one hundred and twenty (120) days of receipt of grant funding by Company.	[**]



 


	YISSUM	 	VIRPAX PHARMACEUTICALS,
    INC.
	 	 	 	 
	By:	 	 	/s/ Anthony P. Mack
	Name:
    	 	 	Anthony P. Mack
	Title: 	 	 	CEO and Chairman


 


I the undersigned, Prof. Yechezkel Barenholz,
have reviewed, am familiar with and agree to all of the above terms and conditions. I hereby unde1take to cooperate fully with
Yissum in order to ensure its a· 1ity to fulfill its obligations hereunder, as set forth herein.


 


	 	8/1/2020
	Prof. Yechezkel Barenholz	Date signed


 




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Appendix C


 


THE DEVELOPMENT PLAN


 


	YISSUM	 	VIRPAX PHARMACEUTICALS, INC.
	 	 	 
	/s/ Dr. Itzik Goldwaser	 	/s/ Anthony P. Mack
	Dr. Itzik Goldwaser	 	Anthony P. Mack
	CEO of Yissum	 	CEO and Chairman


 


	/s/ Shani Bullock	 
	Shani Bullock
	VP Business Development and Healthcare Yissum


 


 


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