Exhibit 10.18


 


Certain identified information has been
excluded because it is both not material and would likely cause competitive harm if publicly disclosed.


  


Agreement for the Rendering of Research
Services


 


THIS AGREEMENT for the rendering
of research services (the “Agreement”) is entered into as of October 11, 2020 (the “Effective
Date”) by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. (“Yissum”)
with offices at Hi-Tech Park, Edmond J. Safra Campus, Givat Ram, P.O.B 39135, Jerusalem 91390, Israel and Virpax Pharmaceuticals,
Inc. (the “Company”) with offices at 101 Lindenwood Drive, Suite 225,
Malvern, PA 19355 USA.


 


Yissum and the Company hereby agree to
all of the following terms and conditions:


 


		1.	The Research Services: The Company hereby requests that the following research services
be performed via Yissum: The Formulation, Preparation and Characterization of Liposomal Bupivacaine for Size Zeta Potential, Drug
Loading and Rate of Drug Release (the “Research Services”). The objectives and specifications of the Research
Services shall be detailed in the protocol attached hereto as Appendix A (the “Research Services Protocol”),
which shall constitute an integral part of this Agreement.



 


		2.	Time Schedule: The Research Services are to be performed in accordance with the following
time schedule: the Research Services shall begin on September 15, 2020 (the “Start Date”) and shall be completed
no later than September 14, 2021 (the “Completion Date”); (collectively, the “Research Service Period”).



 


		3.	The Researcher: The Research Services will be performed by Yael Shilo, D.V.S., a doctoral
student working under the supervision and responsibility of Professor Yechezkel Barenholz, or such other qualified person as may
be determined and appointed from time to time by Yissum (the “Researcher”).



 


		4.	The Scientific Report: The
scientific report that will be required as a result of the Research Services rendered will be presented directly to the Company
by the Researcher within 14 (fourteen) days of the end of the Research Service Period (the “Scientific
Report”). The Company acknowledges that no financial report will be given by Yissum. Such
Scientific Report shall include a complete summary of the Research Services carried out including detailed protocol of the Research
Services rendered. 



 


		5.	The Consideration: In consideration for provision of the Research Services and the Scientific
Report, the Company shall be obligated to pay Yissum the total sum of US$81,000 (inclusive of [**]% overhead), plus any applicable
value added tax (the “Research Services Fee”). The specific budget items that make up the Research Services
Fee are detailed in Appendix B and constitute an integral part of this Agreement. For the avoidance of doubt, the Researcher may,
where reasonably necessary or appropriate during the Research Service Period, reallocate the Research Services Fee among the various
expense categories set forth in the Research Services Budget in Appendix B. The Company shall pay the Research Services Fee in
equal monthly payments of US $[**] US dollars).



 


The Company shall make the
payment for the first month (October 2020) of the Research Services Fee (US $6,750) within five (5) days of the execution of this
Agreement. Each further monthly payment shall be made by the Company within forty-five (45) days of the presentation of a correct
invoice by Yissum. In the event that the Company fails to pay an invoiced amount in a timely manner, Yissum shall be entitled to
add to the unpaid invoiced amount an additional amount equal to annualized interest of Prime (as determined by the Bank of Israel)
plus 3%, together with exchange rate differentials, if any. In the event the Company completes a funding event before November
30, 2020, The Company agrees to pay Yissum $40,500 towards the Consideration of US$81,000.


 


		6.	Intellectual Property: It is hereby
agreed that the Company retains ownership in its Confidential Information, as defined below, and in all its intellectual property
rights related thereto. In addition, any intellectual property belonging to either the Company or Yissum prior to the execution
of this Agreement will remain the sole property of either the Company or Yissum, respectively.



 


All data generated from the
provision of the Research Services, including the Scientific Report, which are specifically required and contemplated under the
Research Services Protocol, shall be owned by the Company upon full payment of the Research Services Fee (the “Company
Data”).


 






    


    


    

 


Certain identified information has been
excluded because it is both not material and would likely cause competitive harm if publicly disclosed.


 


Notwithstanding
the above, all rights, title and interest in all inventions, discoveries, methods, new uses, processes or compounds, whether or
not capable of registration, and any patent applications or patents based thereon, discovered or developed by the Researcher or
Dr. Shilo during the course of the provision of the Research Services and as a result thereof shall be solely owned by Yissum (the
“Yissum Inventions”).Yissum shall include such Yissum Inventions in its license agreement with LipoCureRx Ltd.,
dated November 5, 2013, as amended (the “Yissum-LipoCureRx Agreement”), and LipoCureRx, as indicated
by its signature at the end of this Agreement, shall include such Yissum Inventions in the sublicense agreement LipoCureRx signed
with the Company on March 19, 2018 (the “LipoCureRx-Virpax Agreement”); in both cases upon the same terms and
conditions already in place in each of the Yissum-LipoCureRx Agreement and the LipoCureRx-Virpax Agreement. Yissum hereby warrants
that (a) the Researcher and the persons working under his supervision have an obligation to assign their rights to any Yissum Inventions
to Yissum; and (b) Yissum will perfect all documents necessary to effectuate the assignment of Yissum Inventions from the Researcher
and his staff to Yissum.


 


		7.	Confidentiality: Yissum and the Researcher agree to maintain the confidentiality of any
information disclosed to them by the Company in connection with the Research Services, which the Company identifies as confidential
at the time of disclosure (“Confidential Information”), and not to make public any such Confidential Information
without the prior written permission of the Company. This undertaking shall not apply to Confidential Information that is in the
public domain at the time of disclosure or thereafter enters the public domain through no fault of Yissum or the Researcher; or
that the Researcher can show, by contemporaneous written evidence, was already known to him at the time of disclosure; or that
is provided to Yissum or the Researcher by a third party having no obligations of confidentiality to the Company; or that is independently
developed by an employee of the Hebrew University who is not the Researcher. In addition, Yissum or the Researcher shall be entitled
to disclose Confidential Information pursuant to a valid judicial or administrative order, provided that they shall provide prompt
notice to the Company of their receipt of such an order to allow the Company to seek relief against such order.



 


		8.	Publications. The Parties shall have the right to publish in writing in scientific journals
or orally at scientific conventions the results of their development activities, including clinical trials. Each Party shall have
the right to review and comment on any material proposed for disclosure or publication by the other, its Affiliates, such as by
oral presentation, manuscript or abstract that includes Confidential Information of a Party. Before any such material is submitted
for publication or disclosure (other than oral presentation materials and abstracts, which are addressed below), the publishing
Party shall deliver (or cause to be delivered) a complete copy to the other Party at least 30 days prior to submitting the material
to a publisher or initiating such other disclosure, and the nonpublishing Party shall review any such material and give its comments
to the publishing Party within 10 days of the delivery of such material to non-publishing Party which comments shall not be unreasonably
rejected. Each Party shall comply with the non-publishing Party’s requests to delete references to the non-publishing Party’s
Confidential Information or any other information that could reasonably have a negative effect on the development of commercialization
of a product in any such material and, if applicable, agrees to delay any submission for publication or other public disclosure
for a period of up to an additional 60 days for the purpose of preparing and filing appropriate patent applications. Yissum and
Researcher shall not publish or otherwise disseminate, including, but not limited to, in articles, posters, oral presentations
or other formats, any information relating to the Research without the prior written consent of Virpax. The Parties recognize that
Yissum retains comparable rights of publication pursuant to the terms of the Yissum-LipoCureRx Agreement.



 


		9.	Use of Names: Neither Party shall make any use of any kind of the other Party’s names,
the names of the other Party’s employees or affiliates, or the Terms of this Agreement without the prior written consent
of the other Party, which consent shall not be unreasonably withheld.



 


		10.	Relationship of the Parties: The Parties do not stand in a relationship of employer-employee.
Such relationship shall be that of an independent contractor.



 


		11.	Dispute Resolution:
This Agreement shall be construed and governed in accordance with the laws of England and Wales.
The Parties to this Agreement shall try to come to an amicable settlement of controversies or disputes arising out of this Agreement
or about its validity. Should they fail to settle them amicably, the dispute shall be settled by arbitration in accordance with
the then existing Rules of Arbitration of the International Chamber of Commerce, by which each Party hereto agrees to be bound.
Such arbitration shall be held in London, England. 



 


		12.	Authorized Signatories: Signature by at least two authorized representatives of Yissum on
this Agreement shall constitute Yissum’s approval and agreement to all that is written herein. The Company warrants that
the person or persons signing this agreement is/are authorized to bind the Company.



 




    2


    


    

 


Certain identified information has been
excluded because it is both not material and would likely cause competitive harm if publicly disclosed.


 


		13.	Disclaimer of Warranty, Liability and Indemnification:



 


(a)
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 Services, or that the results of the Research Services, if any, are or will be of commercial
or scientific value to the Company.


 


(b)
Yissum and the Hebrew University, and their respective parents, affiliates, officers, directors, employees, agents and
contractors, (all such parties collectively: the “Indemnitees”), shall not be liable for any claims,
actions, demands, losses, damages, costs and expenses (including without limitation legal fees) (collectively:
“Claims”) made, brought or suffered by the Company or by any third parties arising from any exploitation
or use of the Research Services provided (including without limitation any Research Services work product and data).


 


(c)
In the event of any third-party Claims are brought against any of the Indemnitees as set out above, the Company shall
indemnify the relevant Indemnitees and hold them harmless from and against any and all such damages, liability, losses, costs
and/or expenses


 


(d)
Each Party represents and warrants to the other that it has the legal right and power to enter into this Agreement, to extend
the rights granted to the other in this Agreement, and to fully perform its obligations hereunder, and that the performance
of such obligations will not conflict with its charter documents, policies or any agreements, contracts, or other
arrangements to which it is a Party.


 


		14.	Termination:



 


		(a)	Unless terminated in accordance with the provisions of this Agreement, this Agreement shall end
upon the presentation of the Scientific Report.



 


		(b)	Each Party shall be entitled to terminate this Agreement in the event of a breach by the other
Party of its obligations under this Agreement, including, but not limited to, any payment failure, which is not remedied by the
breaching Party within 30 days of receipt of written notice from the non-breaching Party.



 


		(c)	If the Agreement is terminated prior to the end of the Research Services Period, all amounts paid
under this Agreement up to the date of termination shall be considered as non-refundable.



 


		(d)	Sections 6, 7, 8, 9, 11 and 13 shall survive termination of this Agreement.



  


	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/ Dr. Keren-Or Amar and /s/
    Itzik Goldwaser
	Name: Anthony P. Mack	 	Name: Dr. Keren-Or Amar Itzik Goldwaser, CEO of Yissum
	Title:  Chairman and CEO	 	Title : VP Business Development Healthcare Yissum


 



    3


    


    

 


Certain identified information has been
excluded because it is both not material and would likely cause competitive harm if publicly disclosed.


 


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


 


Signature: /s/ Yechezkel Barenholz


   


Consent of LipoCureRx Ltd.:


 


LipoCureRx hereby consents to the provisions
of section 6 of this Agreement regarding the inclusion of any Yissum Inventions in the sublicense set forth in the LipoCureRx-Virpax
Agreement upon the same terms and conditions in such agreement.


 


	/s/ Liana, Patt	 
	Name: Liana Patt	 
	Title: CEO	 
	Date:	 



 






    4


    


    

 


Certain identified information has been
excluded because it is both not material and would likely cause competitive harm if publicly disclosed.


 


Appendix A


 


Description of the Research Services: 


 


The objective of the second year project of the Ph.D. student
Yael-Shilo include:


 


2nd Year Plan of Operation


[**]


 


This second year program involves work load too heavy for Yael
alone and therefore Yael will be supported from time to


time as needed by other people of my lab.


 


Appendix B


 


A budget for the Research, including at least
the following categories:


 


		a.	Personnel              100%



 


The budget is defined as monthly payment in item 5 of the
agreement


 


 


5