Exhibit 10.15


 


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

likely cause competitive harm if publicly disclosed.


 


RESEARCH
AND LICENSE AGREEMENT


 


This Research and License Agreement (“Agreement”)
is made on this 11th day of August 2019 (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:	in the course of research conducted by Professor Yechezkel
Barenholz (the “Researcher”), at the University (as defined in Section 1 below), the Researcher developed technology
enabling the creation of quick-onset and long-acting formulations of opioid antagonists for mass casualty situations, as more
fully described in the patent application(s) listed in Appendix A (collectively, the “Existing Patents”);
and



 


		WHEREAS:	pursuant to the regulations of the University, the rights
and title to all inventions, know-how and the results of research created by scientists of the University vest solely with Yissum,
including the technology developed by the Researcher as aforesaid; and



 


		WHEREAS:	the Company has represented to Yissum that (i) the Company
is experienced in the development of products in the Field similar to those to be based on the inventions and the results of research
that are the subject of this Agreement; and (ii) either by itself or through having obtained third party funding, it has the financial
capacity and the strategic commitment to facilitate the development, production, marketing, sale and distribution of such products;
and



 


		WHEREAS:	the Company is interested in the performance of research,
by and under the supervision of the Researcher at the Hebrew University of Jerusalem, as specified in the research program attached
to this Agreement as Appendix B; and is willing to finance the performance of such research in accordance with the budget
set out in Appendix B; and



 


		WHEREAS:	the Company wishes to obtain an exclusive license from
Yissum for the development and commercialization, in the Field, of the inventions covered by the Existing Patents, as well as
the results of the research conducted under this Agreement; and



 


		WHEREAS:	Yissum agrees to grant the Company such a license, all
in accordance with the terms and conditions of this Agreement.



 






    


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


NOW THEREFORE THE PARTIES
DO HEREBY AGREE AS FOLLOWS:


 


	1.	Interpretation and Definitions



 


		1.1.	The preamble and appendices to this Agreement constitute an integral part hereof and shall be read jointly with its terms and
conditions.



 


		1.2.	In this Agreement, unless otherwise required or indicated by the context, the singular shall include the plural and vice-versa,
the masculine gender shall include the female gender, “including” or “includes” shall mean including, without
limiting the generality of any description preceding such terms and the use of the term “or” shall mean “and/or”
and any reference to the term “sale” shall include the sale, lease, rental, or other disposal of any Product.



 


		1.3.	The headings of the Sections in this Agreement are for the sake of convenience only and shall not serve in the interpretation
of the Agreement.



 


		1.4.	In this Agreement, the following capitalized terms shall have the meanings appearing alongside them, unless provided otherwise:



 


		1.4.1.	“Affiliate” shall mean any person, organization or other legal entity which controls, or is controlled by,
or is under common control with, the Company. “Control” shall mean the holding of more than fifty percent (50%)
of (i) the equity, or (ii) the voting rights, or (iii) the right to elect or appoint directors.



 


		1.4.2.	“Development Plan” shall mean the written plan and timetable, a copy of which is attached to this Agreement
as Appendix C, for the development and the commercialization of Products, including specific development milestones, prepared
by the Company and approved by Yissum pursuant to Section 5.1 below.



 


		1.4.3.	“Development Results” shall mean the results of activities carried out by the Company or by third parties
(other than the Researcher and his/her team or any other University employee) at the direction of the Company pursuant to the Development
Plan or otherwise in fulfillment of the Company’s obligations hereunder (including its development obligations under Section
5 below), including any invention, patent or patent application, product, material, method, discovery, composition, process, technique,
know-how, data, information or other result which do not form part of the Licensed Technology, and further including any governmental
or regulatory filing submitted, or approval, license, registration, or authorization obtained, by the Company, an Affiliate or
Sublicensee in respect of the Products, as well as any other information, data, material, results, devices and know-how arising
from the performance of the Development Plan.



 


		1.4.4.	“Field” shall mean the use of the Licensed Technology for administration of
opioid antagonists alone or in combination with other active ingredients including but not limited to respiratory stimulants.



 






    2


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		1.4.5.	“First Commercial Sale” shall mean the first sale of a Product by the Company, an Affiliate or a Sublicensee
after the receipt of any required regulatory approval to market and sell such Product. Notwithstanding the foregoing and for the
avoidance of doubt, sales of Products for the purposes of clinical trials or other testing prior to a First Commercial Sale shall
entitle Yissum to payment of consideration in accordance with Section 7 below, but shall not be considered a First Commercial Sale.



 


		1.4.6.	“Know-How” shall mean any non-public, proprietary, tangible or intangible information, techniques, technology,
practices, trade secrets, inventions, methods, processes, knowledge, ancillary materials, results or devices (whether patentable
or not) developed by the Researcher, prior to the execution of this Agreement, solely and directly related to the subject matter
claimed in the Existing Patents, and belonging to Yissum and described generally in Appendix A.



 


		1.4.7.	“License” shall have the meaning set forth in Section 3.1 below.



 


		1.4.8.	“Licensed Patents” shall mean (i) the Existing Patents and any patents derived
from the Agreement for Rendering Research Services of August , 2019 between Yissum and the Company, and any patent application
that claims priority therefrom; as well as (ii) all divisions, continuations, continuations-in-part, re- examinations, reissues,
renewals, registrations, confirmations, substitutions, or extensions, including European Supplementary Protection Certificates
(“SPCs”) (within the meaning of such term under Council Regulation (EU) No. 1768/92), and/or any other similar statutory
protection, and any provisional applications, national, regional, PCT or similar applications and any and all patents issuing from,
and patentable inventions, methods, processes, and other subject matter disclosed or claimed in, any or all of the foregoing and
any and all improvements thereto.



 


		1.4.9.	“Licensed Technology” shall mean the Know-How, the Research Results and the Licensed Patents.



 


		1.4.10.	“Net Sales” shall mean:



 


		(a)	the gross sales price invoiced for sales of Products by the Company, an Affiliate or Sublicensee to a third party; or



 


		(b)	the fair market value of non-monetary consideration received in connection with such sales;



 


after deduction of: (i) commercially
reasonable discounts and return credits to the extent actually taken by third parties; and (ii) sales taxes, including VAT paid
by customers for transfer in full to applicable tax authorities; provided that such deductions shall be directly related to the
sale of Products that were awarded within the regular running of the business of the Company, Affiliate or Sublicensee. For the
sake of clarity, any payment or rebate received by the Company, an Affiliate or Sublicensee from any governmental agency directly
in relation to the sales shall be considered as Net Sales.


 






    3


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


In the event of sales of Products
made through a distributor, or marketing agent where the transfer to the distributor or marketing agent was made for a price certain
without the Company, Affiliate or Sublicensee being entitled to any further compensation for such transfer based upon the price
at which the distributor or marketing agent sells Products to a third party, the sales made by such distributor or marketing agent
to a third party shall not be deemed gross sales for the purposes of this Agreement. Rather, the gross sales shall be the amounts
invoiced for Products transferred to such distributor or marketing agent by the Company, an Affiliate or Sublicensee.


 


In the event of sales or deductions
not made at “arms-length”, then for the purpose of calculation of Royalties (as defined below) to Yissum, Net Sales
shall be calculated in accordance with arms- length prices for sale of Products to an independent third party purchaser and arms-length
deductions, to be determined by the current market conditions, or in the absence of such conditions, according to the assessment
of an independent appraiser to be selected by the Parties.


 


		1.4.11.	“Product” shall mean any product, system, device, material, method, process or service, the development,
manufacture, provision or sale of which, in whole or in part (i) uses, exploits, comprises, contains, improves upon or incorporates
the Licensed Technology or any part thereof, or is otherwise covered thereby, or falls within the scope thereof, in whole or in
part, or uses the Licensed Technology as a basis for subsequent modifications; or (ii) but for the License (as defined below) would
infringe any claim of a Licensed Patent.



 


		1.4.12.	“Representatives” shall mean employees, researchers, officers, agents, subcontractors, consultants, and/or
any other person or entity acting on a Party’s behalf.



 


		1.4.13.	“Research” shall mean the research to be conducted by the Researcher pursuant to the Research Program and
Research Budget during the Research Period.



 


		1.4.14.	“Research Budget” shall mean the budget set forth in Appendix B.



 






    4


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		1.4.15.	“Research
                                         Period” shall
                                         mean the expected length of the Research Program, as set forth in Appendix B.



 


		1.4.16.	“Research Program” shall mean the program under which the Research shall be funded by the Company and shall
be carried out and conducted by the Researcher, as set forth in Appendix B.



 


		1.4.17.	“Research Results” shall mean any inventions, products, materials, compounds, compositions, substances,
methods, processes, techniques, know-how, data, information, discoveries and other results of whatsoever nature, discovered or
occurring in the course of, or arising from, the performance of the Research, including any patent applications and patents (which
shall be added to the list of Licensed Patents set forth on Appendix A), information, material, results, devices or know-how
arising therefrom.



 


		1.4.18.	“Researcher” shall mean Prof. Yechezkel Barenholz, or such other person(s) as determined and appointed from
time to time by Yissum to supervise and to perform the Research, if applicable.



 


		1.4.19.	“Subcontracting Agreement” shall mean (i) a bona fide subcontracting agreement with a subcontractor in which
the Company must grant the subcontractor the right to make use of the Licensed Technology on behalf of the Company, and for which
use the Company is required to pay or otherwise compensate the subcontractor, including, but not limited to, manufacturing or developing
any of the Products (or part thereof); or (ii) a bona fide arms-length research agreement, pursuant to which an academic or research
institution is engaged for the purpose of performing research, on the Company’s behalf, for the development of any of the Products
(or part thereof); provided that in no event shall the consideration (if any) therefor comprise any Products; and further provided
that such subcontracting agreement in (i) and (ii) above shall contain terms substantially as protective in relation to the Licensed
Technology, as the terms of this Agreement; and the term “Subcontractor” shall be construed accordingly.



 


		1.4.20.	“Sublicense” shall mean any grant by the Company or its Affiliates of any of the rights granted under this
Agreement or any part thereof; including the right to develop, manufacture, market, sell or distribute the Licensed Technology
or any Product, for which grant the recipient of the Sublicense is required to pay the grantor of the Sublicense (or the grantor’s
related entity), excluding a Subcontracting Agreement.



 


		1.4.21.	“Sublicense Consideration” shall mean any proceeds or consideration or benefit
of any kind whatsoever, whether monetary or otherwise, that the Company or an Affiliate may receive from a Sublicensee as a direct
or indirect result of the grant of a Sublicense or an option for a Sublicense and/or pursuant thereto, except amounts received
by the Company which constitute royalties based on sales by Sublicensees in respect of which the Company is required to pay Royalties
to Yissum.



 






    5


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		1.4.22.	“Sublicense Fees” shall have the meaning set forth in Section 7.6 below.



 


		1.4.23.	“Sublicensee” shall mean any third party to whom the Company or an Affiliate
shall grant a Sublicense or an option for a Sublicense. For the sake of clarity, Sublicensee shall include any other third party
(other than a Subcontractor) to whom such rights shall be transferred or assigned, or who may assume control thereof by operation
of law or otherwise.



 


		1.4.24.	“Territory” shall mean worldwide



 


		1.4.25.	“University” shall mean the Hebrew University of Jerusalem and each of its branches.



 


	2.	The Research



 


		2.1.	The Company hereby undertakes to finance performance of the Research in accordance with the Research Program and Research Budget
during the Research Period or any amendments thereof.



 


		2.2.	The Research shall be conducted by and under the supervision of the Researcher. Should the Researcher be unable to complete
the Research for any reason, Yissum shall notify the Company in writing of the identity of a suitable replacement researcher. If
the Company does not object in writing to the replacement researcher on reasonable grounds within thirty (30) days of this written
notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right
to terminate the Research, provided that (i) no monies paid to Yissum for the Research in accordance with the Research Budget and
pursuant to the schedule set forth in Appendix B, will be refundable; and (ii) the Company shall be responsible for the
payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable
commitments that were part of the Research Budget and entered into by Yissum prior to having received the Company’s written notice
of termination.



 


		2.3.	For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus
of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate
agreement with Yissum setting out the terms of such placement.



 


		2.4.	As compensation to Yissum for the Research, subject to any earlier termination of the Research pursuant to Section 2.2 above,
the Company shall pay Yissum the total sum of ______________________ US Dollars ($_____________)



 


[To be determined upon receipt of the NIH Grant
Approval], payable as set forth in Appendix B.


 






    6


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		2.5.	Yissum shall have the right of first offer to conduct any additional research not included in the Research Program, which may
be required by the Company to develop a Product, provided that there are employees of the University competent and available to
perform such additional research.



 


		2.6.	For the avoidance of doubt, (a) the Researcher(s) may, where reasonably necessary or appropriate during the Research Period,
reallocate the Research Fee among the various expense categories set forth in the Research Budget in Appendix B; and (b)
nothing herein shall prevent Yissum or the University or the Researcher from obtaining any finance or grants from other entities
for research regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research
Results prejudicial to the rights granted to the Company in this Agreement. The results of any such research financed by other
entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder.



 


		2.7.	Within thirty (30) days of the end of each six (6) months of the Research Program, Yissum shall present the Company with a
written report from the Researcher summarizing the results of the Research during the preceding year.



 


		2.8.	Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will
be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties
whatsoever as to the commercial or scientific value of the Research Results.



 


		2.9.	Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection
with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher
or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum.
Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will
be governed by the terms of this Agreement.



 


	3.	The License



 


		3.1.	Subject to the full performance by the Company of its obligations in accordance with this Agreement, Yissum hereby grants the
Company an exclusive license to make commercial use of the Licensed Technology, in order to develop, manufacture, market, distribute
or sell a Product, all within the Field and the Territory only, subject to and in accordance with the terms and conditions of this
Agreement (the “License”). For the avoidance of doubt, the license to the Know-How shall be exclusive only as
it relates to the application of such Know-How to creating Products within the Field.



 






    7


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		3.2.	Notwithstanding the provisions of Section 3.1, above, Yissum, on behalf of the University, shall retain the right (i) to make,
use and practice the Licensed Technology for the University’s own research and educational purposes; (ii) to license or otherwise
convey to other academic and not-for-profit research organizations, the Licensed Technology for use in non-commercial research;
and (iii) to license or otherwise convey the Licensed Technology to any third party for research or commercial applications outside
the Field.



 


		3.3.	For the avoidance of doubt, however, should the Company fail, within twelve (12) months
from Effective Date, (a) to raise at least [**] for further research and development of the Licensed Technology; and (b) to allocate
at least [**] of the amounts so raised for research to be conducted by the Researcher at the University, the License granted in
Section 3.1 above may be cancelled and this Agreement terminated at Yissum’s discretion.



 


	4.	Term of the License



 


The License shall expire, if
not earlier terminated pursuant to the provisions of this Agreement, on a country-by-country, Product-by-Product basis, upon the
later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology;
(ii) the date of expiration of any exclusivity on the Product granted by a regulatory or government body in such country; or (iii)
the end of a period of twenty (20) years from the date of the First Commercial Sale in such country. Should the periods referred
to in Subsections (i) or (ii) expire in a particular country prior to the period referred to in Subsection (iii), above, the license
in that country or those countries shall be deemed a license to the Know-How during such post-expiration period.


 


Upon the expiration of the
later of the periods set forth in Subsections (i) through (iii) above (and provided that the License has not been terminated prior
thereto), the Company shall have a fully-paid exclusive license to the Know-How only as it relates to the application of such Know-How
to creating Products within the Field.


 


	5.	Development and Commercialization



 


		5.1.	The Company undertakes, at its own expense, to use commercially reasonable efforts to carry out
the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with
the Development Plan approved by Yissum, a copy of which shall be attached to this Agreement as Appendix C within sixty
(60) days of the Effective Date. The Development Plan may be modified from time to time by the Company as reasonably required in
order to achieve the commercialization goals set forth above, upon Yissum’s prior written approval, but without derogating
from the dates of the achievement of the Milestones set forth in this Section 5. All terms and conditions of the License and this
Agreement shall apply to the modified Development Plan and subsequent Development Results. Notwithstanding anything to the contrary
contained herein, the Company undertakes to use commercially reasonable efforts to meet all of the following milestones
identified in Section 7.3 below for at least one Product (the “Development Milestones”).



 






    8


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		5.2.	The Parties shall establish a steering committee (the “Committee”) to oversee the Research, Research program
and the exercise of the License. Each Party shall be entitled to designate two (2) representatives to the Committee (the “Committee
Representatives”), which shall meet at least twice per calendar year. The Committee Representatives shall be bound by
the confidentiality arrangements set out in this Agreement. The Company shall consult with Yissum, via Yissum’s Committee Representatives,
in respect of significant decisions related to the exercise of the License. For the avoidance of doubt, the Committee shall be
a forum for the exchange of information between the Parties with respect to the foregoing matters, shall act only in an advisory
capacity and shall not have decision-making powers.



 


The Company shall (i) provide
Yissum with periodic written reports (“Development Reports”) not less than once per every six (6) months concerning
all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed on a timely basis concerning
all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at
Yissum’s request, from time to time, provide Yissum with further information relating to the Company’s activities in exercise
of the License. The Development Reports shall include detailed descriptions of the progress and results, if any, of: (a) the tests
and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the Development
Results and any other related work effected by the Company or by any Affiliate or Sublicensee during the six (6) month period prior
to the report, (b) manufacturing, sublicensing, marketing and sales during the six (6) month period prior to the report; (c) the
Company’s plans in respect of the testing, undertaking of trials or commercialization of Products for the following six (6)
months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also
set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion
date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving
the Products or the Licensed Technology. If progress in respect of a Product differs from that anticipated in its Development Plan
or a preceding Development Report, the Company shall explain, in its Development Report, the reason therefor and shall prepare
a modified Development Plan for Yissum’s review and approval. The Company shall also make reasonable efforts to provide Yissum
with any reasonable additional data that Yissum reasonably requires to evaluate the performance of the Company hereunder.


 


		5.3.	The Company shall pursue the development and registration of, at least one Product in the US for the indications set forth
in the Development Plan.



 


		5.4.	Upon completion of the development of any Product, the Company undertakes to perform all commercially
reasonable actions necessary to maximize Net Sales of such Product on a regular and consistent basis. Payments of the License
Maintenance Fee as set forth in Section 7 below, shall not release the Company from its obligation as stated in this Section.



 






    9


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		5.5.	If the Company shall not meet the Development Milestones or shall not commercialize the Products within a reasonable time frame,
unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance
with Section 17.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall
notify the Company in writing of the Company’s failure to meet its obligations of diligence and shall allow the Company one hundred
eighty (180) days to cure such failure of diligence. The Company’s failure to cure within such one hundred eighty (180) day period
to Yissum’s reasonable satisfaction shall be a material breach of this Agreement, entitling Yissum to immediate termination under
Section 15.2 below.



 


		5.6.	The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure
the receipt of all approvals and consents necessary for the performance of its obligations hereunder.



 


		5.7.	The Company agrees to provide Yissum or the University (for no consideration) a defined number of units of any Product developed
or manufactured under this Agreement at cost, for academic research purposes only.



 


	6.	Sublicenses



 


		6.1.	The Company may grant Sublicenses provided that such Sublicenses are in accordance with the provisions of this Agreement. The
Company shall provide Yissum with an executed copy of a Sublicense or an amendment to such Sublicense within ten (10) days of their
execution.



 


		6.2.	In the context of any Sublicense, the Company will obtain an agreement from the relevant Sublicensee
(i) that such Sublicensee may only use the Licensed Technology and any related information received from the Company in connection
with the further development and commercialization of a Product, and will keep the same confidential; and (ii) naming Yissum as
a third party beneficiary with the right to directly enforce the use and confidentiality provisions described in Subsection (i)
above, the reporting provisions indemnification obligations set out below, the set forth below.



 


		6.3.	The Company shall ensure that any Sublicense shall include material terms that require the Sublicensee
to comply with the terms of this Agreement, including, Section 14 below, the breach of which terms shall be a material breach.
Any act or omission of the Sublicensee which is not promptly remedied by the Company or the Sublicensee and which would have constituted
a breach of this Agreement by the Company had it been an act or omission of the Company, and which the Company has not made best
efforts to promptly cure, including termination of the Sublicense, shall constitute a breach of this Agreement by the Company.
In the case of any such act or omission by any Sublicensee that would have constituted a material breach of this Agreement
by Company entitling Yissum to terminate this Agreement had it been the act or omission of Company hereunder, (a) Company will
take reasonable steps to cause such material breach to be cured (if curable) in a timely manner or (b) if such material breach
cannot be cured in a timely manner, Company will notify Yissum of such material breach promptly after Company becomes aware of
the relevant act or omission of the Sublicensee and understands both that such act or omission constitutes a material breach and
that such material breach is not curable, and the Parties will discuss in good faith the appropriate measures to be taken, which
may include termination of the Sublicense. Yissum will not have the right to terminate this Agreement on account of such material
breach by such Sublicensee, if (i) such breach is cured in a reasonable time period or (ii) Company
discusses with Yissum possible courses of action, and terminates such Sublicense agreement based on a right to terminate the Sublicense
agreement (which Company undertakes to include in the Sublicense agreement) if such material breach is not cured within sixty (60)
days and Yissum requests Company to terminate the Sublicense agreement due to such failure to cure the material breach.



 






    10


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		6.4.	Without derogating from the generality of Section 6.3 above, the Company shall require each Sublicensee to provide it with
regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2
below. Upon request, the Company shall provide such reports to Yissum.



 


		6.5.	For the avoidance of any doubt it is hereby declared that under no circumstance whatsoever shall a Sublicensee be entitled
to assign such Sublicense or further Sublicense the License or any part thereof without the prior written consent of Yissum, which
shall not be unreasonably delayed or withheld.



 


	7.	License Consideration



 


In consideration for the grant
of the License, the Company shall pay Yissum the following consideration during the term of the License as set forth in Section
4 above:


 


		7.1.	Royalties at a rate of [**] of Net Sales (the “Royalties”).



 


		7.2.	Beginning on the fifth (5th) anniversary and each year thereafter, the Company shall pay Yissum an annual License
maintenance fee of $50,000 (the “License Maintenance Fee”) within thirty (30) days after each anniversary
of the Effective Date. The License Maintenance Fee is non- refundable, but may be credited each year against Royalties payable
on account of Net Sales made during that year.



 






    11


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		7.3.	The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones (whether
by the Company, an Affiliate or a Sublicensee):



 


	Milestone	 	Payment
	Successful completion of formulation development in R&D scale	 	[**]
	Successful completion of scale-up to pivotal scale	 	[**]
	Dosing of 1st patient in the first Phase I clinical trial	 	[**]
	Dosing of 1st patient in the first Phase II clinical trial	 	[**]
	Dosing of 1st patient in the first Phase III clinical trial	 	[**]
	Regulatory approval of NDA application	 	[**]
	Commercial launch in the USA	 	[**]
	Commercial launch in the European Union	 	[**]


 


		7.4.	The Company shall pay Yissum Sublicense fees of the following percentages of Sublicense Considerations (the “Sublicense
Fees”) at a rate as follows:



 


		7.4.1.	If the Company executes the Sublicense Agreement prior to the investment of an aggregate of [**], not including any amounts
received by the Company from grants from governmental or non-profit entities – [**];



 


		7.4.2.	If the Company executes the Sublicense Agreement subsequent to the investment of an aggregate
of [**] but prior to the investment of an aggregate of [**] US dollars, not including any amounts received by the Company from
grants from governmental or non-profit entities – [**];



 


		7.4.3.	If the Company executes the Sublicense Agreement subsequent to the investment of an aggregate of [**] not including any amounts
received by the Company from grants from governmental or non-profit entities – [**].



 






    12


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


	8.	Reports and Accounting



 


		8.1.	The Company shall give Yissum written notice of any (i) Sublicense Consideration received; (ii) First Commercial Sale made;
or (iii) Milestone achieved.



 


		8.2.	One (1) month after the end of each calendar quarter commencing from the earliest of (i) the First Commercial Sale; (ii) the
grant of a Sublicense or receipt of Sublicense Consideration; or (iii) the occurrence of a Milestone, the Company shall furnish
Yissum with a quarterly report (“Periodic Report”), certified as being correct by the chief financial officer
of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration
received during the preceding quarter and the total Royalties, Sublicense Fees and, if relevant, any payments on account of the
achievement of Milestone due to Yissum in respect of that period. Once the events set forth in Subsection (i), (ii) or (iii) above,
have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties, Sublicense Fees or payments on account of
the achievement of Milestone are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars
of all Product sales made by the Company, Affiliates or Sublicensees and of all Sublicense Consideration received, including a
breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice
dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately.



 


		8.3.	The Company shall pay the amounts due to Yissum for the reported period within thirty (30) days of the presentation of the
Periodic Report against an invoice issued by Yissum for such amounts. All payments under this Agreement shall be computed and paid
in US dollars, using the appropriate foreign exchange rate reported by the Bank of Israel on the last working day of the calendar
quarter. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as
detailed in Section 7 above, shall be borne by the Company and added to each payment in accordance with the statutory rate in force
at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that
Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding
, for
so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity
shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the
withholding of any taxes. Payments may be made by check or by wire transfer to the following account:



 


[**]


 


		8.4.	The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance
with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties
and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the
first grant of a Sublicense, whichever occurs first, an annual report, authorized by a certified public accountant, shall be submitted
to Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales and Sublicense Consideration, Royalties
and Sublicense Fees, both due and paid (the “Annual Reports”). The Annual Reports shall also include the Company’s
sales and royalty forecasts for the following calendar year, if available.



 






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likely cause competitive harm if publicly disclosed.


 


The Company
shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the
end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever,
for five (5) years after the end of the calendar year in which such termination becomes effective.


 


		8.5.	Yissum will either (i) allow the Company a credit against future Royalties to be paid for Royalties previously paid on account
of Net Sales, as appropriate, that were reported as bad debts in the Company’s annual audited financial statements; or (ii) if
such bad debts are recorded by the Company in its annual audited financial statement after the Company’s obligation to pay Royalties
has ceased, Yissum shall repay any Royalties received on account of Net Sales that were reported as bad debts by the Company.



 


		8.6.	Yissum shall be entitled to appoint not more than two (2) representatives who must be independent
certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal
business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the
extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under
this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the
Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance.
In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account,
records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying
the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under
this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to
be performed. The Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditors deliver the
results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. In the event
that any inspection as aforesaid reveals any underpayment by the Company to Yissum in respect of any year of the Agreement
in an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum in respect of such year, then the
Company shall, in addition, pay the cost of such inspection.



 


		8.7.	Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual
date of payment at the rate of annual LIBOR plus five percent (5%) per annum accumulated on a monthly basis.



 






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likely cause competitive harm if publicly disclosed.


 


	9.	Ownership



 


		9.1.	All right, title and interest in and to the Licensed Technology vest and shall vest solely in Yissum, and the Company shall
hold and make use of the rights granted pursuant to the License solely in accordance with the terms of this Agreement.



 


		9.2.	All rights in the Development Results shall be solely owned by the Company, except to the extent that an employee of the University,
including, the Researcher, is considered an inventor of a patentable invention arising from the Development Results, in which case
such invention and all patent applications and/or patents claiming such invention (“Joint Patents”) shall be
owned jointly by the Company and Yissum, as appropriate.



 


		9.3.	Upon the execution of this Agreement, the Company shall execute the letter of assignment attached to this Agreement as Appendix
D concerning its interest in any Joint Patents that will provide that such interest will be irrevocably assigned to Yissum
in the event that the Company is declared bankrupt, is voluntarily or involuntarily dissolved, or otherwise ceases operations.



 


	10.	Patents



 


		10.1.	Within thirty (30) days of the Effective Date, the Company shall reimburse Yissum for all previous documented expenses and
costs relating to the registration and maintenance of the Licensed Patents listed in Appendix A.



 


		10.2.	Yissum, in consultation with the Company, shall be responsible for the filing, prosecution and maintenance of the Licensed
Patents in the Territory, at the Company’s expense (the “Ongoing Patent Expenses”). Each application and
every patent registration shall be made and registered in the name of Yissum or, should the law of the relevant jurisdiction so
require, in the name of the relevant inventors and then assigned to Yissum. The Company agrees to have Yissum’s patent counsel
directly bill the Company for such expenses and shall directly pay such bills in accordance with patent counsel’s directions.



 


		10.3.	The Company undertakes and warrants that no amounts utilized by the Company for such payment
of Ongoing Patent Expenses or for the reimbursement of Yissum’s past documented expenses and costs relating to the registration
and maintenance of the Licensed Patents listed in Appendix A will be (i) funding provided by the Israel Innovation
Authority (the “IIS”); (ii) funding
that is earmarked as supplementary funding (“mimun mashlim”) for an IIS-approved project; or funding provided
to the Company from any other governmental or regulatory institution of the State of Israel.



 






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likely cause competitive harm if publicly disclosed.


 


		10.4.	Subject to the above, the Parties shall consult and make every effort to reach agreement in all respects relating to the manner
of making applications for and registering the patents, including the time of making the applications, the countries where applications
will be made and all other particulars relating to the registration and maintenance of the Licensed Patents. Notwithstanding the
foregoing, Yissum reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution and
maintenance of such patent applications and patents.



 


		10.5.	The Parties shall assist each other in all respects relating to the preparation of documents for the registration of any patent
or any patent-related right upon the request of the other Party. Both Parties shall take all appropriate action in order to assist
the other to extend the duration of a Licensed Patent or obtain any other extension obtainable under law, to maximize the scope
of the protection afforded by the Licensed Patents.



 


		10.6.	In the event that the Company is approached by a patent examiner or attorney in connection with any matter that is the subject
matter of this Agreement, it shall give Yissum immediate notice of such approach. The Company shall only reply to such approaches
after consultation with Yissum and subject to its consent.



 


		10.7.	The Company, shall mark, and shall cause its Affiliates and Sublicensees to mark, all Products covered by one or more of the
Licensed Patents with patent numbers (or the legend “patent pending”) applicable to such Product. The Company shall
ensure that its Sublicensee complies with the provisions of this Section.



 


		10.8.	If at any time during the term of this Agreement the Company decides that it is undesirable,
as to one or more countries, to file, prosecute or maintain any patents or patent applications within the Licensed Patents, it
shall give at least ninety (90) days written notice thereof to Yissum, and upon the expiration of the ninety (90) day notice period
(or such longer period specified in the Company’s notice) the Company shall be released from its obligations to bear the expenses
to be incurred thereafter as to such patent(s) or patent application(s). As of such time, such patent(s) or application(s) shall
be removed from the Licensed Technology and Yissum shall be free to grant rights in and to such patent(s) or patent application(s)
in such countries to third parties, without further notice or obligation to the Company, and the Company shall have no rights whatsoever
to exploit such patent(s) or patent application(s) or the Know-How related thereto in that jurisdiction. Notwithstanding the foregoing,
the Company shall be required to bear the costs and expenses for filing, prosecuting and maintaining the Licensed Patents in at
least the following jurisdictions: the United States, Japan, China, the United Kingdom, Germany and France (the “Required
Jurisdictions”). Should the Company fail to do so in any one of the Required Jurisdictions, Yissum shall be entitled
to terminate this Agreement without any further notice and without any need to compensate the Company in any manner



 






    16


    


    

 


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excluded because it is both not material and would 

likely cause competitive harm if publicly disclosed.


 


		10.9.	The foregoing does not constitute an obligation, representation or warranty, express or implied, on the part of Yissum that
any patent or patent registration application will indeed be made or registered or be registerable in respect of the Licensed Technology
or any part thereof, nor shall it constitute an obligation, representation, or warranty, express or implied, on the part of Yissum
that a registered patent will be valid or afford any protection. For the avoidance of doubt, nothing in this Agreement constitutes
an obligation, representation or warranty, express or implied, on the part of Yissum regarding the validity of or the protection
afforded by any of the patents or patent registration applications detailed in Appendix A or regarding the commercial exploitability
or any other value of the Licensed Technology or that the Licensed Technology will not infringe the rights of any third party.



 


	11.	Patent Rights Protection



 


		11.1.	The Company and Yissum shall each inform the other promptly in writing of any alleged infringements by a third party of the
Licensed Patents in the Territory, together with any available written evidence of such alleged infringement.



 


		11.2.	To the extent permitted by applicable law, if the Company, its Affiliate or any Sublicensee makes (directly or indirectly),
any assertion, application or claim, or initiates or supports (directly or indirectly) any action or proceeding, that challenges
the validity, enforceability or scope of any of the Licensed Patents (“Challenge Proceeding”), Yissum will have
the right, at any time following the commencement of the Challenge Proceeding, to terminate this Agreement and the Royalty rates
specified in this Agreement will be tripled with respect to Net Sales of Products that are sold, leased or otherwise transferred
during the course of such Challenge Proceeding, and the percentage due to Yissum in respect of Sublicense Consideration will be
tripled with respect to Sublicense Consideration during such period. If the outcome of such Challenge Proceeding is a determination
in favor of Yissum, (a) the Royalty rate with respect to Net Sales of Products and the percentage due to Yissum with respect to
Sublicense Consideration will remain at such triple rate as aforesaid; and (b) Company will reimburse Yissum for all expenses incurred
by Yissum (including reasonable attorneys’ fees and court costs) in connection with such Challenge Proceeding. If the outcome
of such Challenge Proceeding is a determination in favor of Company, Company will have no right to recoup any Royalties or Sublicense
Fees paid before or during the course of such Challenge Proceeding.



 


		11.3.	The Company, its Affiliate or Sublicensee shall have the first right in its own name and at its
own expense to initiate any legal action and enforce the Licensed Patents against any infringement of such Licensed Patents. Before
the Company, its Affiliate or its Sublicensee commences an action with respect to any infringement, the Company shall give careful
consideration to the views of Yissum in making its decision whether or not to initiate any legal action and, if relevant,
make these views known to its Affiliate or Sublicensee. The Company shall, or, if relevant, shall ensure that its Affiliate or
Sublicensee shall, continuously keep Yissum apprised of all developments in the action and shall continuously provide Yissum with
full information and copies of all documents relevant to the proceedings, including, all documents filed with the courts by the
parties to the legal action(s) and all correspondence with the other parties to the proceedings, and shall seek Yissum’s input
and approval on any substantive submissions or positions taken in the litigation regarding the scope, validity or enforceability
of the Licensed Patents.



 


If Yissum shall determine that
the legal actions taken by the Company may adversely affect Yissum’s rights hereunder, Yissum shall be entitled to appoint its
own counsel to represent it in such litigation and the Company shall reimburse Yissum its actual payments for such legal representation.
If the Company, its Affiliate or its Sublicensee elects to commence an action as described above and Yissum is a legally indispensable
party to such action (being the registered owner of the infringed patent rights), Yissum, at the Company’s expense, may be joined
as a co-plaintiff, provided that all the following conditions shall be fulfilled:


 


(a) the
Company shall continuously provide Yissum with full information and copies of all documents relevant to the proceedings, including,
all documents filed with the courts by the parties to the legal action(s) and all correspondence with the other parties to the
proceedings, as well as all drafts of written submissions relating to such legal action that are sent to the Company for review,
and all Yissum’s comments in respect thereof will be taken into account;


 


(b) any
out of pocket expenses incurred by the Company or Yissum in connection with such action(s), including all legal and litigation
related fees and expenses, all out of pocket expenses for external assistance required to comply with any discovery or other motions
and any costs or amounts awarded to the counterparties in such action(s) shall be borne by the Company;


 


(c) if
Yissum shall determine that a conflict of interest exists between the Company and Yissum, Yissum shall be entitled, at its own
expense, to appoint its own counsel to represent it in such litigation and the Company shall make best efforts to ensure that such
counsel chosen by Yissum is fully informed and receives all material necessary to adequately participate in such action; and


 


(d) the
Company shall bear all costs, expenses and awards incurred by or awarded against Yissum, with respect to any action filed against
Yissum alleging that an action initiated by the Company pursuant to the terms of this Section 11 was anticompetitive, malicious,
or otherwise brought for an improper purpose, whether by a counterparty to such aforementioned action or by any third party.


 






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If Yissum
is not required by law to be joined as a co-plaintiff, Yissum, to the extent permitted by law, and at its own cost, may elect to
join the action as a co-plaintiff at its own initiative and shall jointly control the action with the Company, its Affiliate or
its Sublicensee. Irrespective of whether Yissum joins any such action as described above it shall provide reasonable cooperation
to the Company, its Affiliate or its Sublicensee. The Company shall reimburse Yissum for any costs it incurs as part of an action
brought pursuant to this Section where Yissum has not elected to join the action as a co-plaintiff at its own initiative.


 


		11.4.	If the Company, its Affiliate or its Sublicensee does not bring an action against an alleged infringer pursuant to Section
11.3, above, or has not commenced negotiations with said infringer for discontinuance of said infringement within one hundred and
eighty (180) days after learning of said infringement, Yissum shall have the right, but not the obligation, to bring an action
for such infringement at its own expense, and retain all proceeds from such action. If the Company has commenced negotiations with
said infringer for the discontinuance of said infringement within such one hundred and eighty (180) day period, the Company shall
have an additional period of ninety (90) days from the end of the first one hundred and eighty (180) day period to conclude
its negotiations before Yissum may bring an action for said infringement.



 


		11.5.	No settlement, consent judgment or other voluntary disposition of an infringement suit may be entered without the consent of
Yissum, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt and notwithstanding
anything to the contrary herein, should Yissum bring an action as set forth in Section 11.4 above, it shall have the right to settle
such action by licensing the Licensed Technology outside the Field, or part of it, to the alleged infringer.



 


		11.6.	Any award or settlement payment resulting from an action initiated by the Company pursuant to this Section 11 shall be utilized,
first to effect reimbursement of documented out-of-pocket expenses incurred by both Parties in relation to such legal action, and
thereafter shall be paid to the Company and shall be deemed Sublicense Consideration received under this Agreement, in respect
of which Sublicense Fees shall be due to Yissum.



 


		11.7.	If either Party commences an action and then decides to abandon it, such Party will give timely notice to the other Party.
The other Party may continue the prosecution of the suit after both Parties agree on the sharing of expenses.



 






    18


    


    

 


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	12.	Confidentiality



 


		12.1.	For the purposes of this Agreement (i) “Yissum Confidential Information” means
this Agreement and the terms hereof and any and all reports, details, data, formulations, solutions, designs, and inventions and
other information disclosed to the Company or any of its Representatives by Yissum or any of Yissum’s Representatives in connection
with the Licensed Technology, Yissum, the University, the Researcher and other Representatives of Yissum and/or the University,
whether in written, oral, electronic or any other form, except and to the extent that that any such information: (a) was known
to the Company at the time it was disclosed, other than by previous disclosure by or on behalf of Yissum, as evidenced by the Company’s
written records at the time of disclosure; (b) is in the public domain at the time of disclosure or becomes part of the public
domain thereafter other than as a result of a violation by the Company or any of its Representatives of the confidentiality obligations
herein; (c) is lawfully and in good faith made available to the Company by a third party who is not subject to obligations of confidentiality
with respect to such information; or (d) is independently developed by the Company without the use of Yissum Confidential Information,
as demonstrated by documentary evidence; and (ii) “Company Confidential Information” means this Agreement and
the terms hereof and any and all reports, details, data, formulations, solutions, designs, and inventions and other information
disclosed by or on behalf of the Company under this Agreement, whether in written, oral, electronic or any other form, except and
to the extent that any such information: (a) was known to Yissum or the University at the time it was disclosed, other than by
previous disclosure by or on behalf of the Company, as evidenced by Yissum’s or the University’s written records at the time
of disclosure; (b) is in the public domain at the time of disclosure or becomes part of the public domain thereafter other than
as a result of a violation by Yissum or its Representatives of the confidentiality obligations herein; (c) is lawfully and in good
faith made available to Yissum or the University by a third party who is not subject to obligations of confidentiality with respect
to such information; or (d) is independently developed by Yissum or the University without the use of the Company Confidential
Information, as demonstrated by documentary evidence



 


		12.2.	Yissum Confidential Information. The Company undertakes that during the term of this Agreement and for a period of five
(5) years subsequent thereto, it shall maintain full and absolute confidentiality of and shall not use the Yissum Confidential
Information other than for the purposes of this Agreement. The Company undertakes not to convey or disclose any of the Yissum Confidential
Information to any third party without the prior written permission of Yissum. The Company shall be liable for its officers or
employees or other Representatives maintaining absolute confidentiality of and not using or disclosing the Yissum Confidential
Information except as expressly provided herein. The Company shall treat such Yissum Confidential Information with the same degree
of care and confidentiality that it maintains or protect its own confidential information, but in any event, no less than a reasonable
degree of care and confidentiality.



 


		12.3.	Notwithstanding the foregoing, the Company may only disclose the Yissum Confidential Information:



 


		(a)	to those of its Representatives who have a “need to know” such information as necessary
for the exercise of its rights and/or performance of its obligations hereunder, provided that such Representatives are legally
bound by agreements which impose similar confidentiality and non-use obligations to those set out in this Agreement. The
Company shall be responsible for ensuring that its Representatives abide by such undertakings of confidentiality; and



 






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likely cause competitive harm if publicly disclosed.


 


		(b)	to any potential third party investor, including, any government, public foundation and/or private foundation, in connection
with seeking potential funding for the Company, provided that such potential third party investor has executed a confidentiality
and non- use agreement which imposes similar obligations to those set out in this Agreement; and



 


		(c)	to any competent authority for the purposes of obtaining any approvals or permissions required for the exercise of the License
and/or the implementation of this Agreement, or in the fulfillment of a legal duty owed to such competent authority (including
a duty to make regulatory filings or to comply with any other reporting requirements); and



 


		(d)	to the extent required to be disclosed under any law, rule, regulation, court, or order of any competent authority, provided
that the Company promptly notifies Yissum thereof in order to enable Yissum to seek an appropriate protective order or other reliable
assurance that confidential treatment will be accorded to such information (with the Company’s assistance, if necessary),
and such disclosure shall be made to the minimum extent required.



 


		12.4.	The Company Confidential Information. Yissum undertakes that during the term of this Agreement and for a period of five
(5) years subsequent thereto, it shall maintain in confidence, and shall not use the Company Confidential Information other than
for the purposes of this Agreement. Yissum undertakes not to convey or disclose any of the Company Confidential Information to
any third party without the prior written permission of the Company. Yissum shall treat such Company Confidential Information with
the same degree of care and confidentiality that each of them maintains and protects its own confidential information, but in any
event, no less than a reasonable degree of care and confidentiality.



 


		12.5.	Notwithstanding the foregoing, Yissum may only disclose the Company Confidential Information:



 


		(a)	to the University and to those of the Representatives of Yissum and/or the University who have a “need to know”
such information as necessary for the exercise of Yissum’s rights or performance of Yissum’s obligations hereunder, provided that
such Representatives are legally bound by agreements which impose similar confidentiality and non-use obligations to those set
out in this Agreement; and



 


		(b)	to any competent authority in connection with the filing and prosecution of patent applications relating to the Licensed Technology,
or in the fulfillment of a legal duty owed to any competent authority; and



 






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		(c)	to the extent required to be disclosed under any law, rule, regulation, court, or order of any competent authority, provided
that Yissum promptly notifies the Company thereof in order to enable the Company to seek an appropriate protective order or other
reliable assurance that confidential treatment will be accorded to such information (with Yissum’s assistance, if necessary),
and such disclosure shall be made to the minimum extent required.



 


		12.6.	Both Parties shall be responsible and liable to each other for any breach by its Representatives, Affiliates, Subcontractors,
Sublicensees and investors of the undertakings of confidentiality set forth in this Section 12 as if such breach were a breach
by either Party itself.



 


		12.7.	Without prejudice to the foregoing, the Company shall not mention the name of the University, Yissum or the Researcher, unless
required by law, in any manner or for any purpose in connection with this Agreement, the subject of the Research or any matter
relating to the Licensed Technology, without obtaining the prior written consent of Yissum.



 


		12.8.	Neither Party shall issue any press release or other media statement regarding the execution, existence or terms of this Agreement
or any developments of the Licensed Technology without the prior written approval of the other Party.



 


		12.9.	The provisions of this Section shall be subject to permitted publications pursuant to Section 13 below.



 


	13.	Publications



 


		13.1.	Yissum shall ensure that no publications in writing, in scientific journals or orally at scientific conventions relating to
the Licensed Technology, the Development Plan, the Development Results or the Product, which are subject to the terms and conditions
of this Agreement, are published by it or the Researcher, without first submitting such proposed publication to the Company for
its written consent at least thirty (30) days prior to submitting it the journal or other forum.



 


		13.2.	The Company undertakes to reply to any such request for publication by Yissum within thirty (30) days of its receipt of a request
in connection with the publication of articles in scientific journals, and within seven (7) days of its receipt of a request in
connection with article abstracts. The Company may only decline such a request upon reasonable grounds, which shall be fully detailed
in writing, requiring the postponement of such publication because it contains patentable subject matter for which patent protection
should be sought, or the removal of any Company Confidential Information.



 


		13.3.	Should the Company decide to object to publication as provided in sub- Section 13.2, the publication shall be postponed for
a period of not more than three (3) months from the date the publication was sent to the Company, to enable the filing of an appropriate
patent application, or until the removal of the Company Confidential Information. Thereafter, the publication will automatically
be permitted.



 






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		13.4.	The provisions of this Section 13 shall not prejudice any other right, which Yissum has pursuant to this Agreement or at law.



 


		13.5.	For the avoidance of doubt, the prohibitions with respect to disclosure and publication set out in Sections 12 and 13 shall
not apply to internal research and educational activities at the University for the Researcher and University employees provided
that such persons are subject to written obligations of confidentiality substantially similar to those set forth in Section 12.



 


	14.	Warranties, Liability and Indemnity



 


		14.1.	YISSUM WARRANTS TO THE COMPANY THAT IT HAS NOT RECEIVED ANY WRITTEN CLAIMS THAT THE LICENSED
TECHNOLOGY INFRINGES THE INTELLECTUAL PROPERTY OF A THIRD PARTY. EXCEPT AS STATED HEREIN AND TO THE EXTENT PERMITTED BY THE APPLICABLE
LAW, YISSUM MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY.
IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE
USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY. IN ADDITION,
NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE VALIDITY OF ANY OF THE LICENSED PATENTS
OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM
HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE,
TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE
UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE COMPANY OR TO
ANY THIRD PARTY, WITH THE EXECPTION OF DAMAGES DIRECTLY CAUSED BY YISSUM’S BREACH OF CONTRACT ,FOR OR ON ACCOUNT OF ANY INJURY,
LOSS, OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE
ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY OTHER PERSON
OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF
THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY PRODUCT; (ii) THE USE OF THE LICENSED
TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING.



 






    22


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		14.2.	IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OF THEIR AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED
BY EITHER PARTY OR ITS AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR
TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT.



 


		14.3.	The Company shall be liable for any loss, injury or damage whatsoever caused directly or suffered by its employees or any Representatives
of Yissum or the University (including the Researcher and his/her team), or to any third party by reason of the Company’s acts
or omissions pursuant to this Agreement or by reason of any use made by the Company, its Representatives, Affiliates, Subcontractors,
and the Sublicensees and their respective business associates and customers of the Licensed Technology, the Development Results
or any Product or exercise of the License.



 


		14.4.	The Company undertakes to compensate, indemnify, defend and hold harmless Yissum, the University, and any of their respective
Representatives (including the Researcher and his/her team) (herein referred to jointly and severally as “Indemnitees”)
from and against any claim, investigation or liability including, product liability, damage, loss, costs and expenses, including
legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by direct reason of any
acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the
development, manufacture, marketing, sale, use or other exploitation, or sublicensing (as applicable) of any Product, or Licensed
Technology, or the exercise of the License.



 


The Company shall ensure that
its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable
by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher.


 


		14.5.	As of the date it obtains third party funding for the Research, the Company shall procure and maintain throughout the Territory
at all relevant times during the Term of this Agreement insurance of a kind and in an amount customary for companies in the Company’s
business that develop and commercialize products similar to the Products..



 


The insurance coverage required
above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under
this Section 14.


 






    23


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		14.6.	Subject to Section 14.5 above, the Company shall provide Yissum with written evidence of such
insurance upon request. The Company shall provide Yissum with written notice at least thirty (30) days prior to the cancellation,
non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage
within such thirty (30) day period, Yissum shall have the right to terminate this Agreement effective at the end of such thirty
(30) day period without notice or any additional waiting periods.



 


		14.7.	The Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration
or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially
distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.



 


	15.	Termination of the Agreement



 


		15.1.	Unless otherwise agreed by the Parties in writing, this Agreement shall terminate upon the occurrence of the later of the following:
(i) the date of expiry of the last of the Licensed Patents anywhere in the Territory; (ii) the date of expiration of the last exclusivity
on a Product granted by a regulatory or government body within the Territory; (iii) the expiry of a continuous period of fifteen
(15) years during which there shall not have been a First Commercial Sale of any Product in any country in the Territory; and (iv)
if the Company elects to obtain an exclusive license to the Know-How pursuant to Section 4 above - the date of expiry of the period
of such exclusive license.



 


		15.2.	Without prejudice to the Parties’ rights pursuant to this Agreement or at law, either Party may terminate this Agreement
by written notice to the other in any of the following cases:



 


		15.2.1.	immediately upon such written notice, if: (i) the other Party passes a resolution for voluntary winding up or a winding up
application is made against it and not set aside within sixty (60) days; or (ii) a receiver or liquidator is appointed for the
other Party; or (iii) the other Party enters into winding up or insolvency or bankruptcy proceedings. Each of the Parties undertakes
to notify the other within seven (7) days if any of the abovementioned events occur; or



 


		15.2.2.	upon breach of this Agreement, where such breach has not been remedied within thirty (30) days from the breaching Party’s receipt
of written notice from the non-breaching Party requiring such remedy.



 


		15.3.	In addition to the above, and without prejudice to Yissum’s rights pursuant to this Agreement or at law, Yissum shall
be entitled to terminate this Agreement immediately upon written notice to the Company in the following circumstances:



 


		15.3.1.	failure to meet the requirements of Section 3.3 above;



 


		15.3.2.	failure to comply with the requirements of Section 5.6 above;



 






    24


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


		15.3.3.	if an attachment is made over the Company’s assets or if execution proceedings are taken against the Company and the same are
not set aside within thirty (30) days of the date the attachment is made or the execution proceedings are taken or the Company
seeks protection under any laws or regulations, the effect of which is to suspend or impair the rights of any or all of its creditors,
or to impose a moratorium on such creditors and such act is not cancelled within thirty (30) days of the performance thereof;



 


		15.3.4.	uncured lapse of insurance coverage under Section 14 above;



 


		15.3.5.	failure to defend against third party claims as required under Section 11 above; or



 


		15.3.6.	if the Company, its Affiliate or a Sublicensee initiates, supports or makes a Challenge Proceeding as detailed in Section 11.2
above;



 


		15.4.	Upon termination of this Agreement for any reason other than the expiration of its term, the License shall terminate, the Licensed
Technology and all rights included therein shall revert to Yissum, and Yissum shall be free to enter into agreements with any other
third parties for the granting of a license or to deal in any other manner with such right as it shall see fit at its sole discretion.



 


The Company
shall return or transfer to Yissum, within fourteen (14) days of termination of the License, all material, in soft or hard copy,
relating to the Licensed Technology or Products connected with the License, and it may not make any further use thereof. In case
of termination as set out herein, the Company will not be entitled to any reimbursement of any amount paid to Yissum under this
Agreement. Yissum shall be entitled to conduct an audit in order to ascertain compliance with this provision and the Company agrees
to allow access to Yissum or its representatives for this purpose.


 


		15.5.	The Company will prepare and present all regulatory filings necessary or appropriate in any country and will obtain and maintain
any regulatory approval required to market Products in any such country, at all its own expense. Company will solely own all right,
title and interest in and to all such regulatory approvals and filings; provided, however, that (a) Company will provide copies
thereof to Yissum on an on-going basis; and (b) without derogating from Company’s assignment undertaking in this Section
15.5 below, upon termination of the License, Company agrees that Yissum shall have the right, on its own or via third parties,
to reference, cross-reference, review, have access to, incorporate and use all documents and other materials filed by or on behalf
of Company and its Affiliates with any regulatory authority in furtherance of applications for regulatory approval in the relevant
country with respect to Products.



 






    25


    


    

 


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excluded because it is both not material and would 

likely cause competitive harm if publicly disclosed.


 


		15.6.	Upon
                                         the termination of the Agreement for any reason other than the expiration of its term
                                         or due to an uncontested, uncured breach by Yissum (as set forth in Section 15.2.2
                                         above), the Company shall transfer and assign to Yissum all of the Development Results
                                         and any information and documents, in whatever form, relating thereto, including any
                                         data, results, and all data contained in any of the foregoing and files that relate to
                                         the Licensed Technology or the Product(s) (collectively, the “Assigned Development
                                         Results”). The
                                         Company shall fully cooperate with Yissum to effect such transfer and assignment and
                                         shall execute any document and perform any acts required to do so.



 


Without derogating from the
force and effect of the foregoing assignment undertaking, the Parties acknowledge and agree that if under applicable law the aforesaid
assignment undertaking will not be fully enforceable, then the part (if any) of such undertaking which is enforceable shall remain
in full force and effect, and the part (or whole) which is not enforceable shall be automatically replaced with an irrevocable
grant by the Company to Yissum, binding upon all of the Company’s acquirers, successors and assignees, of an unrestricted,
perpetual, irrevocable, worldwide, royalty-free, license to use, exploit, transfer and sublicense (on a multi-tier basis) the Assigned
Development Results, for any and all purposes and uses. To the extent permitted by applicable law, such license will be exclusive.


 


In the event that the Development
Results transferred and assigned to Yissum as set forth in this sub-Section 15.6 shall be licensed to a third party and shall generate
license fees or royalties and/or sublicense fees to Yissum or Yissum’s designate or any assignee, then subject to the Company
having complied and continuing to comply with all its obligations under this Agreement which remain in existence following termination
of the License as aforesaid, Yissum shall pay to the Company twenty percent (20%) of the Net Proceeds actually received by Yissum
or Yissum’s designate or any assignee in respect of such license to such third party, until such time as the Company shall
have received, in aggregate, the full amount of the documented capital investment actually expended out-of-pocket by the Company
in order to generate the Development Results, less (c) any amounts received or receivable by the Company from third parties in
connection with the Licensed Technology or Development Results prior to the transfer and assignment of the Development Results
to Yissum; and (d) any amounts received by the Company or an Affiliate as grant from a governmental or non-profit institution (the
“Development Reimbursement”). The actual amount of the Development Reimbursement shall be certified by external
independent auditors agreed upon by the Parties. Yissum shall pay to the Company amounts, if any, payable under this sub-Section
15.6, within ninety (90) days of receipt of the relevant Net Proceeds.


 


For the purpose of this sub-Section
15.6, “Net Proceeds” means license fees and/or royalties or sublicense fees actually received by Yissum or Yissum’s
designate or any assignee in respect of such license with a third party (excluding funds for research or development at the University,
or payments for the supply of services) after deduction of all costs, fees and expenses incurred by Yissum in connection with such
license (including, without limitation, unreimbursed patent costs, and all attorney’s fees and expenses and other costs and expenses
in connection with the negotiation and conclusion of such license).


 






    26


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


Notwithstanding anything to
the contrary in Section 11 (Confidentiality) or elsewhere in this Agreement, Yissum (on its own or via third parties) shall be
entitled to freely exploit the Assigned Development Results without any obligation of confidentiality to the Company.


 


		15.7.	Notwithstanding the foregoing, neither the termination of this Agreement for any reason nor the expiration of the License shall
release the Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to
the Agreement’s termination or the License’s expiration. In the event that the Company terminates this Agreement, it shall be required
to continue paying all Ongoing Patent Expenses for those Licensed Patents in existence on the date of notice of such termination,
including expenses incurred by reason of examinations and extensions, for twelve (12) months following the effective date of such
termination.



 


In addition,
Sections 7, 8, 9, 12, 14, 15, 16 and 18 shall survive the termination of this Agreement to the extent required to effectuate the
intent of the Parties as reflected in this Agreement.


 


	16.	Law



 


		16.1.	The provisions of this Agreement and everything concerning the relationship between the Parties in accordance with this Agreement
shall be governed exclusively by laws of England and Wales without application of any conflict of law principles that direct that
the laws of another jurisdiction should apply; and jurisdiction shall be granted to the competent court in London, England exclusively.



 


		16.2.	Each Party agrees that any breach or threatened breach of the terms and conditions of this Agreement governing confidentiality
or the exploitation and use of the Licensed Technology may cause irreparable harm, that may be difficult to ascertain and that
monetary damages may not afford an adequate remedy. Accordingly, in addition to all other rights and remedies that may be available
to the non-breaching Party under this Agreement or by law, such Party shall be entitled to seek, in the courts and under the law
mutually agreed to in Section 16.1 above, injunctive relief without proof of damages.



 


	17.	Miscellaneous



 


		17.1.	Relationship of the Parties. It is hereby agreed and declared between the Parties that
they shall act in all respects relating to this Agreement as independent contractors and there neither is nor shall there be any
employer- employee or principal-agent relationship or partnership relationship between the Company (or any of its employees) and
Yissum. Each Party will be responsible for payment of all salaries and taxes and social welfare benefits and any other payments
of any kind in respect of its employees and officers, regardless of the location of the performance of their duties, or
the source of the directions for the performance thereof.



 






    27


    


    

 


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excluded because it is both not material and would 

likely cause competitive harm if publicly disclosed.


 


		17.2.	Assignment. No Party may transfer or assign or endorse its rights, duties or obligations pursuant to this Agreement
to another, without the prior written consent of the other Parties, which consent shall not be unreasonably denied, conditioned
or delayed. Consent shall not be required if the assignment is made in a sale of all or substantially all of the Company’s
assets, provided that the assignee commits to Yissum in writing that it will fulfill all the obligations of the Company pursuant
to this Agreement subsequent to such assignment.



 


		17.3.	No waiver. No waiver by any Party, whether express or implied, of its rights under any provision of this Agreement shall
constitute a waiver of such Party’s rights under such provisions at any other time or a waiver of such Party’s rights
under any other provision of this Agreement. The failure or delay of a Party to claim the performance of an obligation of another
Party shall not be deemed a waiver of the performance of such obligation or of any future obligations of a similar nature.



 


		17.4.	Representation by Legal Counsel. Each Party represents that it has been represented by legal counsel in connection with
this Agreement and acknowledges that it has participated in drafting this Agreement. In interpreting and applying the terms and
provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such
terms and provisions.



 


		17.5.	Legal Costs. Each Party shall bear its own legal expenses involved in the negotiation and drafting of this Agreement.



 


		17.6.	Disclosure of Agreements with Researcher. The Company shall disclose to Yissum any existing agreement or arrangement
of any kind with the Researcher and or any representative of the Researcher, and shall not enter into any such agreement or arrangement
without the prior written consent of Yissum.



 


		17.7.	Taxes. Monetary amounts mentioned in this agreement do not include value added tax (“VAT”), or any
duties or other taxes.



 


		17.8.	Severability. The provisions of this Agreement are severable and, in the event that any
one or more of the provisions or part of a provision contained in this Agreement shall, for any reason, be held by any court of
competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Agreement; but such provision shall be modified as set out
below and the balance of this Agreement shall be interpreted as if such provision were so modified. The Parties shall negotiate
in good faith in order to agree on the terms of an alternative provision which complies with applicable law and achieves, to the
greatest extent possible, the same effect as would have been achieved by the invalid, illegal or unenforceable provision. In the
event that the Parties fail to agree within thirty (30) days, the head of the Israeli Bar Association (on his/her own or
via a representative that he/she appoints) (“Deciding Expert”) will determine the text of the alternative provision,
and each Party shall bear its own costs and the Parties shall equally bear the fees and expenses of the Deciding Expert. Each Party
agrees that the determination of the Deciding Expert will be non-appealable, final and binding.



 






    28


    


    

 


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excluded because it is both not material and would 

likely cause competitive harm if publicly disclosed.


 


		17.9.	Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted
under or breached the Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and
for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party and
without fault of such Party, including fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared or not),
insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances (except of such Party’s personnel), acts
of God or acts, omissions or delays in acting by any governmental authority provided that the nonperforming Party uses commercially
reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable
dispatch whenever such causes are removed. The Party affected by such circumstances shall promptly notify the other Party in writing
when such circumstances cause a delay or failure in performance and when they cease to do so.



 


		17.10.	Counterparts. This Agreement may be executed in any number of counterparts (including counterparts transmitted by facsimile
and by electronic mail), each of which shall be deemed an original, but all of which taken together shall be deemed to constitute
one and the same instrument.



 


		17.11.	Binding Effect. This Agreement shall be binding upon the Parties once executed by both Parties and shall enter into
force and become effective as of the Effective Date.



 


		17.12.	Entire Agreement. This Agreement constitutes the full and complete agreement between the Parties and supersedes any
and all agreements or understandings, whether written or oral, concerning the subject matter of this Agreement, and may only be
amended by a document signed by both Parties.



 


	18.	Notices



 


All notices and communications
pursuant to this Agreement shall be made in writing and sent by facsimile, electronic mail or by registered mail or served personally
at the following addresses:


 


To Yissum at:


Yissum Research Development
Company 

of the Hebrew University of Jerusalem Ltd.


P.O. Box 39135,


Jerusalem 91390


Israel


Facsimile: 972-2-6586689


Email: [**]


 






    29


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


To the Company at:


Virpax Pharmaceuticals, Inc.


IOl Lindenwood Drive,
Suite 225


Malvern , PA 19355


USA


Facsimile: - - - - - - -


Email: [**]


 


or such
other address furnished in writing by one Party to the other. Any notice served personally shall be deemed to have been received
on the day of service, any notice sent by registered mail as aforesaid shall be deemed to have been received seven (7) days after
being posted by prepaid registered mail. Any notice sent by facsimile or electronic mail shall be deemed to have been received
by the next business day after receipt of confirmation of transmission (provided that any notice terminating this Agreement which
is sent by electronic mail shall be followed by a notice sent in any other manner provided herein).


 


IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS


 


	YISSUM	 	VIRPAX PHARMACEUTICALS, INC.
	 	 	 
	/s/ Aviv Shoher	 	/s/ Anthony Mack
	By: Aviv Shoher	 	Anthony Mack
	SVP BD	 	President CEO


 


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 to ensure its ability to fulfill its obligations hereunder as set forth herein.


 


	/s/ Yechezekal Barenholzz	 


 


Date signed


 






    30


    


    

 


	CONFIDENTIAL	EXECUTION COPY



 


Appendix
A


 


LICENSED
PATENTS


 


To be completed by Yissum
within 60 days of the Effective Date


 


KNOW-HOW


 


To be completed by Yissum
within 60 days of the Effective Date


 


	YISSUM	VIRPAX PHARMACEUTICALS, INC.


 


	By:	/s/ Yaron Daniely	 	By:	/s/ Anthony P. Mack
	Name:	Yaron Daniely,	 	Name:	Anthony P. Mack
	Title:	 President & CEO	 	Title:	CEO & Chairman
	Date:	 	 	Date:	August 9, 2019
	 	 	 	 	 
	 	/s/ Aviv T. Shoher	 	 	 
	 	Aviv T. Shoher	 	 	 
	 	SVP	 	 	 
	 	Business Development	 	 	 


 






    31


    


    

 


	CONFIDENTIAL	EXECUTION COPY



 


Appendix
B


 


THE RESEARCH PROGRAM


 


ANTI-OPIATES PROJECT WORKPLAN


 


		1.	Formulation development



 


[**]


 






    32


    


    

 


	YISSUM	VIRPAX PHARMACEUTICALS, INC.


 


	By:	/s/ Yaron Daniely	 	By:	/s/ Anthony P. Mack
	Name:	Yaron Daniely,	 	Name:	Anthony P. Mack
	Title:	 President & CEO	 	Title:	CEO & Chairman
	Date:	 	 	Date:	August 9, 2019
	 	 	 	 	 
	 	/s/ Aviv T. Shoher	 	 	 
	 	Aviv T. Shoher	 	 	 
	 	SVP	 	 	 
	 	Business Development	 	 	 





 


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 to ensure its ability to fulfill its obligations hereunder, as set forth herein.


 


	/s/ Yechezkel Barenholz	 	12.08.2019
	Prof. Yechezkel Barenholz	 	Date signed



 




    33


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


Appendix
C


 


THE DEVELOPMENT PLAN


 


[To be provided by the
Company within sixty (60) days of the Effective Date]


 


	YISSUM	VIRPAX PHARMACEUTICALS, INC.


 


	By:	/s/ Yaron Daniely	 	By:	/s/ Anthony P. Mack
	Name:	Yaron Daniely,	 	Name:	Anthony P. Mack
	Title:	 President & CEO	 	Title:	CEO & Chairman
	Date:	 	 	Date:	August 9, 2019
	 	 	 	 	 
	 	/s/ Aviv T. Shoher	 	 	 
	 	Aviv T. Shoher	 	 	 
	 	SVP	 	 	 
	 	Business Development	 	 	 


 




    34


    


    

 


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

likely cause competitive harm if publicly disclosed.


 


Appendix
D


 


JOINT PATENT ASSIGNMENT LETTER


 


ASSIGNMENT AGREEMENT


 


Made as a Deed


 


This ASSIGNMENT AGREEMENT (the
“Agreement”) is made this 11th day of August 2019, by and between Yissum Research Development Company
of the Hebrew University of Jerusalem Ltd., Hi-Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem, Israel on the one hand
(“Yissum”) and Virpax Pharmaceuticals, Inc., of 101 Lindenwood Drive, Suite 225, Malvern, PA 19355 USA on the
other hand (the “Company”). Yissum and the Company shall be referred each as a “Party”, and
together as the “Parties”.


 


	WHEREAS,	on August 11, 2019, the Parties signed a Research and License Agreement (the “R&L
Agreement”), according to which the Company received, among other things, a License to the Licensed Patents; and



 


	WHEREAS,	pursuant to the R&L Agreement, certain inventions have been or shall/may be registered jointly
in the name of Yissum and the Company and shall be regarded as Joint Patents; and



 


	WHEREAS,	the Parties have agreed that, upon the occurrence of certain Events (as defined below), the Company
shall assign and transfer to Yissum its title and ownership in and to the Joint Patents and thereafter Yissum shall become the
sole and exclusive owner of such Joint Patents; all in accordance with the terms and conditions of this Agreement;



 


NOW THEREFORE THE PARTIES
DO HEREBY AGREE AS FOLLOWS:


 


		1.	Preamble



 


		1.1	The recitals hereto constitute an integral part hereof.



 


		1.2	The headings of the sections in this Agreement are for the sake of convenience only and shall not serve in the interpretation
of the Agreement.



 


		1.3	All capitalized terms not defined herein shall have the meaning ascribed to such terms in the R&L Agreement.



 


		1.4	In this Agreement the following expressions shall have the meanings appearing alongside them, unless the context otherwise
requires:



 


“Effective Date”
shall mean the date of occurrence of the earliest of the Events.


 


“Event(s)” shall
mean a situation in which: (i) the Company passes a resolution for voluntary winding up or a winding up application is made
against it and not set aside within sixty (60) days; or (ii) a receiver or liquidator is appointed for the Company; or (iii)
the Company enters into winding up or insolvency or bankruptcy proceedings; or (iv) the Company ceases operations; or (v) a
Joint Patent has become a Relinquished Patent.


 


“Intellectual Property
Rights” shall mean any and all rights relating to intellectual property, including without limitation, all inventions,
patents and patent applications, including all re-issuances, continuations, continuations-in-part, divisions, revisions, extensions
and re-examinations thereof.


 


“Relinquished Patent”
shall mean a Joint Patent for which the Company fails to pay the expenses of the filing, prosecution, maintenance or any activity
required by the patent office, relating thereto.


 






    35


    


    

 


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excluded because it is both not material and would 

likely cause competitive harm if publicly disclosed.


 





		2.	Assignment of Joint Patents.



 


		2.1	Upon the Effective Date, the Company shall assign, convey and transfer to Yissum, its successors and assigns, the entire right,
title and interest in and to any Joint Patent(s), including all Intellectual Property Rights therein, and all rights and benefits
under any applicable law, treaty or convention. Notwithstanding the foregoing, in case the Event relates solely to a Relinquished
Patent, the aforementioned assignment shall relate only to such Relinquished Patent.



 


		2.2	Subsequent to an assignment pursuant to this Agreement, the Company or its successors, legal representatives or assigns shall
notify Yissum, its successors, legal representatives and assigns, of any facts known to it regarding said Joint Patents, testify
in any legal proceeding, sign all lawful papers, execute all divisional, continuing, reissue and foreign applications, make all
rightful oaths, and generally do everything possible to assist Yissum, its successors, legal representatives and assigns, to obtain
and enforce proper protection, full ownership and rights of use for said Joint Patents in all countries.



 


		2.3	In the event the Company, its successors, legal representatives or assigns fail to execute and deliver such documents and instruments
within thirty (30) days of the receipt of Yissum’s request, Yissum is hereby authorized and appointed attorney-in-fact of
and for the Company to make, execute and deliver any and all such documents and instruments.



 


		3.	Governing Law and Jurisdiction. The provisions of this Agreement and everything concerning the relationship between
the Parties in accordance with this Agreement shall be governed by the laws of England and Wales and exclusive jurisdiction shall
be granted to the appropriate courts in London, England.



 


		4.	Miscellaneous. This Agreement supersedes any prior understanding, agreement, practice or contract, oral or written,
between the Parties with respect to the matters covered by this Agreement. This Agreement may not be modified except by written
instrument signed by all Parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original,
but which together shall constitute one and the same instrument. This Agreement shall be binding upon the Parties’ heirs,
executors, administrators, successors, and assigns. The invalidity of any provision of this Agreement shall not result in the invalidity
of the entire Agreement.



 


AS WITNESS THE HANDS OF THE PARTIES:


 


	
        Virpax Pharmaceuticals, Inc.

        101 Lindenwood Drive, Suite 225

        Malvern, PA 19355

        USA
	 	
        Yissum Research Development Company 

        of the Hebrew University of Jerusalem Ltd. 

        Hi-Tech Park, Edmond J. Safra Campus,

        Givat Ram, P.O.B 39135, Jerusalem 91390, Israel




 


	By:	/s/
    Anthony P. Mack	 	By:	/s/
    Yaron Daniely
	Name:	Anthony P. Mack	 	Name:	Yaron Daniely,
	Title:	CEO & Chairman	 	Title:	President & CEO
	Date:	August 9, 2019	 	Date:	 
	 	 	 	 	 
	 	 	 	 	/s/
    Aviv T. Shoher
	 	 	 	 	Aviv T. Shoher
	 	 	 	 	SVP
	 	 	 	 	Business Development



 


 


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