Exhibit 10.8


 


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

 likely cause competitive harm if publicly disclosed.


 


AMENDMENT
TO LICENSE AGREEMENT


 


This
Amendment to License Agreement (this “Amendment”) is made effective as of September 2nd , 2017 (the
“First Amendment Effective Date”) between Virpax Pharmaceuticals, Inc. (“Virpax”) and MedPharm
Limited (“MedPharm”). Virpax and MedPharm are each sometimes referred to herein as a “Party”
and, collectively, as the “Parties.”


 


WHEREAS,
Virpax and MedPharm are parties to that certain Option Agreement, dated as April 11, 2017, (the “MedPharm Option Agreement”);


 


WHEREAS,
Virpax and MedPharm are also parties to that certain license agreement, dated as of June 6, 2017 under which MedPharm granted
Virpax a license to certain MedPharm intellectual property (the “MedPharm License Agreement”, and together,
with the MedPharm Option Agreement, the “MedPharm Agreements”);


 


WHEREAS,
the MedPharm License Agreement provides that MedPharm shall have right to terminate the MedPharm License Agreement if an upfront
payment equal to [**] is not made within 90 days of June 6, 2017;


 


WHEREAS,
in consideration for the benefits to be gained by MedPharm under the MedPharm Agreements in connection with the continued development
of products by Virpax, and in order to induce Virpax to continue the development plan it has initiated with respect to certain
products under the MedPharm License Agreement, MedPharm has agreed to the amendment set forth below;


 


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


 


		1.	Amendments.



 


		a.	The
                                         defined term “First Amendment Effective Date”, which shall be defined as
                                         it is in this Amendment, shall be inserted into the end of Section 1 of the MedPharm
                                         License Agreement forming a new section number 1.79.



 






     


     


    

 


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

likely cause competitive harm if publicly disclosed.


 


		b.	Section
                                         4.1 of the MedPharm License Agreement is hereby deleted in its entirety and replaced
                                         with the following:



 


Upfront
Payment. Within 60 days following the First Amendment Effective Date, Virpax shall make a payment of [**] to MedPharm and
will execute Appendix B of the Option Agreement. In the event the payment contemplated by the previous sentence and the execution
of Appendix B of the Option Agreement is not made within 90 days of the First Amendment Effective Date, MedPharm shall have the
right to terminate this Agreement by delivering written notice to Virpax, and upon delivery of such notice, neither party shall
have any further obligation or liability to the other under this Agreement.


 


		2.	Waiver.
                                         MedPharm hereby waives any and all defaults under the MedPharm Agreements in connection
                                         with a failure to make the upfront payment within the sixty day period reflected in Section
                                         4.1 of the MedPharm License Agreement.



 


		3.	No
                                         Other Amendment. Except as specifically set forth herein, the MedPharm Agreements
                                         shall remain in full force and effect.



 



    2


    


    

 


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

 likely cause competitive harm if publicly disclosed.

 


In
Witness Whereof, the parties hereto have duly
executed this Amendment as of the Effective Date.


 


	VIRPAX PHARMACEUTICALS, INC.	 
	 	 	 
	By:	/s/ Anthony Mack	 
	Name: 	Anthony Mack	 
	Title: 	President and CEO	 
	 	 	 
	MEDPHARM LIMITED	 
	 	 	 
	By: 	/s/ Andrew Muddle	 
	Name:   	Andrew Muddle	 
	Title: 	CEO	 
	 	 	 


 


[signature page to MedPharm Amendment]


 


 


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