Exhibit 10.14


 


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

would likely cause competitive harm if publicly disclosed.


 


AMENDMENT
NO. 1


 


to
the Nanomerics / Virpax Collaboration and License Agreement


 


This
Amendment No. 1 (the “Amendment”) to the Collaboration and License Agreement dated April 11th 2019, by and
between Nanomerics Ltd. (“Nanomerics”) and Virpax Pharmaceuticals, Inc. (“Virpax”) (the
“Agreement”), is made effective as of Dec 30th, 2019 (the “Amendment Effective Date”).


 


_                                     
                


 


WHEREAS,
the Parties wish to amend the Agreement to include a program for the pre- clinical development of a Product for post-traumatic
stress disorder (“PTSD”).


 


NOW,
THEREFORE, the Parties, intending to be legally bound, agree as follows:


 


		1.	INTERPRETATION



 


Any
capitalized term not separately defined in this Amendment shall have the meaning ascribed to it in the Agreement. In addition,
the following terms have the following meanings:


 


“PTSD
Funding” means funding provided by one or more Third Parties for use in the PTSD Program as described in Schedule
3.b hereto (the “PTSD Funding Plan”).


 


“PTSD
Program” means the pre-clinical work required to develop an IND-ready Product for use in PTSD as set forth in Schedule
5.b hereto. The PTSD Program will draw on Results generated under the Pre-clinical Development Plan set forth in Schedule
5 and will only include work specifically required or useful for a Product aimed for the PTSD indication and not included in the
Pre-clinical Development Plan enclosed to the Agreement as Schedule 5.


 


The
terms of this Amendment will be deemed to be incorporated as part of and not in conflict with the Agreement. In the event of any
conflict or inconsistency between any of the terms of this Amendment with any of the terms of the Agreement, the terms of this
Amendment will prevail and the Agreement will be deemed to have been amended to the extent necessary to give effect to the terms
of this Amendment.


 




    1


    


    

 


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

would likely cause competitive harm if publicly disclosed.


 


		2.	AMENDMENTS



 


The
following defined terms in Article 1 of the Agreement are hereby amended to read as follows:


 


“Program”
means the activities to be undertaken by the Parties under the Funding Plan, the PTSD Funding Plan, the Pre-clinical Development
Plan and the Clinical Development Plan.


 


An
new and additional Program Milestone is hereby included as a new sub-clause under Section 7.2 of the Agreement as follows:


 


“a
payment of U.S. [**] within [**] days following the PTSD Funding having been fully received by Virpax.”


 


		3.	AMENDMENT
EFFECTIVE DATE



 


This
Amendment shall become effective on the Amendment Effective Date.


 


		4.	ENTIRE
AGREEMENT



 


This
Amendment, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter
of the Agreement. The Parties hereby agree that subject to the modifications specifically stated in this Amendment, all terms
and conditions of the Agreement shall remain in full force and effect.


 


[Signatures
to follow on the next page]


 




    2


    


    

 


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

would likely cause competitive harm if publicly disclosed.





 


This
Agreement has been signed by the Parties’ duly authorized signatories. This Agreement may be executed and transmitted via
email in Portable Document Format (PDF), and in counterparts, each of which taken together, shall constitute one agreement binding
on the Parties with the same force and effect as an original signed agreement.








 


	NANOMERICS
    LTD	 	VIRPAX
    PHARMACEUTICALS, INC
	 	 	 
	/s/
    Andreas Schätzlein	 	/s/
    Anthony P. Mack
	Name: 	Andreas Schätzlein	 	Name: 	Anthony P. Mack
	Title: 	CEO	 	Title: 	Chairman & CEO
	Date: 	Dec 30th 2019	 	Date:	January 9, 2020





 


Schedules:


 


		3.b	PTSD
Funding Plan



 





		5.b	PTSD
Pre-Clinical Development Plan


 


 


3