Exhibit 10.12


 


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

likely cause competitive harm if publicly disclosed.


 


 





 



 


 


LICENSE
AND SUBLICENSE AGREEMENT


 


by
and between


 


LIPOCURERX, LTD.


 


and


 


VIRPAX
PHARMACEUTICALS, INC.


 


 


March
19, 2018


 





 



 


 


 


 




    


    


    

 


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

 likely cause competitive harm if publicly disclosed.


 


TABLE
OF CONTENTS


 





	 	 	PAGES
	 	 	 
	ARTICLE 1.	DEFINITIONS	1
	ARTICLE 2.	LICENSE AND SUB-LICENSE GRANT	13
	2.1	License and Sub-License Grant	13
	2.2	Yissum License	13
	2.3	Sublicense	13
	2.4	Non-Compete	14
	2.5	Acquisition of Alternative Product	15
	ARTICLE 3.	DEVELOPMENT, MANUFACTURING AND COMMERCIALIZATION	15
	3.1	Responsibility	15
	3.2	Regulatory Approvals	16
	3.3	Diligence	16
	3.4	Records	17
	3.5	Reports	17
	3.6	Compliance with Applicable Laws	17
	3.7	Initial Technology Transfer	18
	3.8	Supply	18
	ARTICLE 4.	PAYMENTS	20
	4.1	Upfront Payment	20
	4.2	Milestone Payments	20
	4.3	Royalties	21
	4.4	Royalty Term	21
	4.5	Adjustment to Royalty Rate	22
	4.6	Non-Royalty Qualifying Products	22
	ARTICLE 5.	PAYMENT; RECORDS; AUDITS	22
	5.1	Payment; Reports	22
	5.2	Exchange Rate; Manner and Place of Payment	22
	5.3	Income Tax Withholding	23
	5.4	Audits	23


 






    -i-


    


    

 


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

 likely cause competitive harm if publicly disclosed.


 


	ARTICLE 6.	CONFIDENTIALITY AND PUBLICATION	24
	6.1	Confidential Information	24
	6.2	Exceptions	25
	6.3	Authorized Disclosure	25
	6.4	Publications	26
	6.5	Publicity	27
	6.6	Prior Confidential Disclosure Agreement	28
	ARTICLE 7.	REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS	28
	7.1	Mutual Representations and Warranties	28
	7.2	Lipocure Representations and Warranties	28
	7.3	Lipocure Covenants	32
	7.4	Virpax Representations and Warranties	32
	7.5	Mutual Covenants	32
	7.6	Performance by Affiliates, Sub-licensees and Subcontractors	33
	7.7	Limitation of Liability	33
	ARTICLE 8.	INTELLECTUAL PROPERTY	34
	8.1	Ownership	34
	8.2	Patent Prosecution and Maintenance	34
	8.3	Enforcement and Defense of Patent Rights	36
	8.4	Patent Term Extensions	38
	8.5	Infringement of Third Party Rights	39
	ARTICLE 9.	TERM AND TERMINATION	39
	9.1	Term	39
	9.2	Termination for Material Breach	39
	9.3	Consequences of Patent Challenge	40
	9.4	At-Will Termination by Virpax	41
	9.5	Effect of Expiration or Termination	41
	9.6	Accrued Obligations; Survival	42
	9.7	Return of Confidential Information	42
	9.8	Damages; Relief	42


 






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

 likely cause competitive harm if publicly disclosed.


 


	ARTICLE 10.	INDEMNIFICATION	43
	10.1	Indemnification by Virpax	43
	10.2	Indemnification by Lipocure	43
	10.3	Control of Defense	44
	10.4	Insurance	44
	ARTICLE 11.	DISPUTE RESOLUTION	45
	11.1	Disputes	45
	11.2	Arbitration	45
	11.3	Court Actions	46
	ARTICLE 12. 	MISCELLANEOUS	46
	12.1	Rights Upon Bankruptcy	46
	12.2	Governing Law	47
	12.3	Entire Agreement; Amendments	47
	12.4	Non-Waiver	47
	12.5	Assignment	48
	12.6	Force Majeure	48
	12.7	Severability	48
	12.8	Notices	49
	12.9	Interpretation	50
	12.10	Relationship between the Parties	50
	12.11	Cumulative Remedies	50
	12.12	No Third Party Rights	50
	12.13	Further Assurances	51
	12.14	Costs	51
	12.15	Counterparts	51


 






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LICENSE
AND SUBLICENSE AGREEMENT


 


This
License AND Sub-License Agreement (“Agreement”), effective as of March 19, 2018 (the “Effective
Date”), is made by and between LipocureRX, Ltd., a company
organized and existing under the laws of Israel (“Lipocure”), and Virpax
Pharmaceuticals, Inc., a Delaware corporation (“Virpax”).


 





Recitals

 


Whereas,
Lipocure Controls (as defined below) certain intellectual property,
including as covered by patent application s set forth on Exhibit A, as well as know-how covering the Licensed Compound (as defined
below), necessary or useful to the development and commercialization of products in the Field (the “Licensed Compound
Patent Rights”);


 


Whereas,
certain of the Licensed Compound Rights are licensed by Lipocure pursuant to, in accordance and subject to the terms and conditions
of the License Agreement entered into by and between Lipocure and Yissum Research Development Company of the Hebrew University
of Jerusalem (“Yissum”) dated October 31, 2013 (the “Yissum License Agreement ”);


 


Whereas,
Virpax has been formed to engage in the discovery, development, marketing and sale of pharmaceutical products; and


 


Whereas,
Virpax desires to obtain, and Lipocure is willing to grant to Virpax, a sole and exclusive license and sub-license to the Licensed
Compound to discover, develop, make, have made, use, sell, have sold, offer for sale, market, export, import and otherwise commercialize
Licensed Products in the Field, on the terms and subject to the conditions set forth herein.


 


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:


 


ARTICLE
1.


 


DEFINITIONS


 


Unless
specifically set forth to the contrary herein, the following terms shall have the respective meanings set forth below:





 


1.1 “Accounting
Standards” shall mean (a) U.S. generally accepted accounting principles or (b) international financial reporting standards;
in either case, consistently applied throughout the organization of a Party (or a Related Party, as applicable).


 






    


    


    

 


1.2 “Act”
shall mean, as applicable, the United States Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§301 et seq., and/or
the Public Health Service Act, 42 U.S.C. §§262 et seq., as such may be amended from time to time.


 


 1.3 “Administrator” shall have the meaning provided in Section 11.2.


 




1.4 “Affiliate”
shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under
common control with such Person. A Person shall be deemed to control another Person if such Person possesses the power to direct
or cause the direction of the management, business and policies of such Person, whether through the ownership of fifty percent
(50%) or more of the issued share capital (on as converted basis), the voting rights, or the right to elect or appoint directors
of such Person, by contract or otherwise.


 


1.5 “Agreement”
shall mean this Sub-License Agreement, including all Schedules and Exhibits hereto, as it may be amended, supplemented or
modified from time to time in accordance with its terms.


 


1.6 “Applicable
Laws” shall mean the applicable laws and regulations of any jurisdiction, which are applicable to any of the Parties
or their respective Affiliates in carrying out activities hereunder or to which any of the Parties or their respective Affiliates
in carrying out the activities hereunder is subject, and shall include all statutes, enactments, acts of legislature, laws, ordinances,
rules, regulations, notifications, guidelines, policies, directions, directives and orders of any statutory authority, tribunal,
board, or court or any central or state government or local authority or other governmental entity in such jurisdictions.


 


 1.7 “Bankruptcy Laws” shall have the meaning provided in Section 12.1.


 




 1.8 “Claim” shall have the meaning provided in Section 10.1.


 




 1.9 “CMO” shall have the meaning provided in Section 3.8(b).




 






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1.10 “Commercially
Reasonable Efforts” shall mean, with respect to the efforts to be expended by a Party with respect to any
objective, the level of reasonable, diligent, good faith efforts that biopharmaceutical companies (or manufacturers of
over-the-counter medicines, as the case may be) typically devote to products owned by them that are at a similar stage in
their development or product life and are of similar market potential taking into account efficacy, safety, approved
labeling, the competitiveness of alternative products in the marketplace, the patent and other proprietary position of the
product, the likelihood of regulatory approval, the profitability of the product, and other relevant factors. As used in this
Section 1.10 “biopharmaceutical companies” shall mean companies in the biopharmaceutical industry of a size and
stage of development similar to that of such Party, including having human pharmaceutical product candidates or products in a
similar stage of development to the Licensed Products. Commercially Reasonable Efforts shall be determined on a
market-by-market and Licensed Product-by-Licensed Product basis, and it is anticipated that the level of effort will be
different for different markets, and will change over time, reflecting changes in the status of the Licensed Product and the
market(s) involved.


 


1.11 “Commercial
Milestone” shall have the meaning provided in Section 4.2(b).


 


1.12 “Competitive
Infringement” shall have the meaning provided in Section 8.3.


 


1.13 “Confidential
Information” shall mean any and all Information, whether communicated in writing or orally or by any other method, which
is provided by or on behalf of one Party to the other Party in connection with this Agreement or pursuant to that certain Confidential
Disclosure Agreement between Lipocure and Virpax dated March 27, 2017.


 


1.14 “Control”,
“Controls” or “Controlled by” shall mean, with respect to any Patent Rights, Information,
Know How or other intellectual property rights, the possession by Person of the ability (whether by ownership, license or other
right, other than pursuant to a license granted under this Agreement) to grant access to, or a license or sublicense
of, such Patent Rights, Know-How, Information or other intellectual property rights without violating the terms of any agreement
or other arrangement with any other Person.


 


1.15 “Cover” means
(a) with respect to Know-How, such Know-How was used in making, having made, using, selling, offering to sell, importing,
having sold, exporting or making improvements to the Licensed Product, and (b) with respect to a Patent Right, a Valid Patent
Claim would (absent a license thereunder or ownership thereof) be Infringed by making, having made, using, selling, offering
to sell, importing, having sold, exporting or making improvements to the Licensed Product including research and development.
Cognates of the word “Cover” shall have correlative meanings.


 






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1.16 “Developmental
Milestone” shall have the meaning provided in Section 4.2(a).


 


 1.17 “Disclosing Party” shall have the meaning provided in Section 6.1.


 




 1.18 “Dispute” shall have the meaning provided in Section 11.1.




 


1.19 “Early
Stage Clinical” shall mean related to a Phase 1 Clinical Trial or a Phase 2 Clinical Trial.


 


1.20
“Early Stage Supply” shall have the meaning provided in Section 3.8.


 


 1.21 “Effective Date” shall have the meaning provided in the Preamble.




 


1.22 “Export
Control Laws” shall mean all applicable U.S. laws and regulations relating to (a) sanctions and embargoes imposed
by the Office of Foreign Assets Control of the U.S. Department of Treasury or (b) the export or re- export of commodities,
technologies, or services, including the Export Administration Act of 1979, 24 U.S.C. §§2401-2420, the
International Emergency Economic Powers Act, 50 U.S.C. §§1701-1706, the Trading with the Enemy Act, 50 U.S.C.
§§1 et. seq., the Arms Export Control Act, 22 U.S.C. §§2778 and 2779, and the International Boycott
Provisions of Section 999 of the U.S. Internal Revenue Code of 1986 (as amended).


 


1.23
“FCPA” shall mean the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§78dd-1, et. seq.) as
amended.


 


1.24 “FDA”
shall mean the U.S. Food and Drug Administration and any successor entity thereto.


 


1.25 “Field”
shall mean any and all uses (including all diagnostic, therapeutic and preventative uses) in humans or animals.


 






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1.26 “First
Commercial Sale” shall mean, with respect to a given Licensed Product in a given country, the first commercial sale
or disposition for value of such Licensed Product by Virpax or a Related Party to a Third Party (other than a Related Party)
for end use or consumption of such Licensed Product in such country, excluding, however, transfers or dispositions of
Licensed Product, without consideration: (i) in connection with patient assistance programs; (ii) for charitable or
promotional purposes; (iii) for preclinical, clinical, regulatory or governmental purposes or under so-called “named
patient”, “compassionate use” or other limited access programs; or (iv) for use in any tests or studies
reasonably necessary to comply with Applicable Law, regulation or request by a Regulatory Authority. For clarity, First
Commercial Sale shall be determined on a Licensed Product-by- Licensed Product and country-by-country basis.


 


1.27 “Generic
Version” shall mean, with respect to a Licensed Product, on a country-by-country basis, a pharmaceutical product
that: (a) is sold in a given country by a Third Party, other than a Related Party, a licensee or sub-licensee of a Related
Party, or any other Person in a chain of distribution originating from Virpax, a Related Party or any of their respective
licensees or sub-licensees; (b) contains the same Licensed Compound as such Licensed Product in the same dosage form as such
Licensed Product; and (c) has been approved for marketing by the relevant Regulatory Authority in such country and which may
be substituted for the Licensed Product with or without any action by the physician or health care practitioner.


 


1.28 “GCP”
shall mean the then current “good clinical practices” as such term is defined from time to time by the FDA or
other Regulatory Authority of competent jurisdiction pursuant to its regulations, guidelines or otherwise, as applicable.


 


1.29 “GLP”
shall mean the then current “good laboratory practices” as such term is defined from time to time by the FDA or
other Regulatory Authority of competent jurisdiction pursuant to its regulations, guidelines or otherwise, as applicable.


 


1.30 “GMP”
shall mean the then current “good manufacturing practices” as such term is defined from time to time by the FDA
or other Regulatory Authority of competent jurisdiction pursuant to its regulations, guidelines or otherwise, as applicable.


 


 1.31 “ICC” shall mean International Chamber of Commerce.




 


1.32 “IND” shall
mean an investigational new drug application, clinical study application, clinical trial exemption, or similar application or
submission for approval to conduct human clinical investigations filed with or submitted to a Regulatory Authority in
conformance with the requirements of such Regulatory Authority, including any such application filed with the FDA pursuant to
21 CFR Part 312.


 






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1.33
“Indemnified Party” shall have the meaning provided in Section 10.3.


 


 1.34 “Indemnifying
Party” shall have the meaning provided in Section 10.3




 


1.35
“Indication” shall mean a separate and distinct disease or medical condition in humans: (a) which a Licensed
Product is intended to treat or prevent, as evidenced by the protocol for a clinical trial of such Licensed Product or by the
proposed Licensed Product labeling in an NDA filed with a Regulatory Authority for such Licensed Product; or (b) which is
contained in a Licensed Product’s labeling approved by a Regulatory Authority as part of the Marketing Approval for
such Licensed Product.


 


1.36 “Information” shall
mean any and all proprietary data, information, materials and know-how (whether patentable or not) that are not in the public
domain, including, (a) ideas, discoveries, inventions, improvements, technology or trade secrets, (b) pharmaceutical,
chemical and biological materials, products, components or compositions, (c) methods, procedures, formulas, processes, tests,
assays, techniques, regulatory requirements and strategies, (d) biological, chemical, pharmacological, toxicological,
pharmaceutical, physical and analytical, clinical, safety, manufacturing and quality control data and information related
thereto, (e) technical and non-technical data and other information related to the foregoing, and (f) drawings, plans,
designs, diagrams, sketches, specifications or other documents containing or relating to such information or
materials.


 


1.37 “Infringe”
or “Infringement” means any infringement as determined by Applicable Law, including, without limitation,
direct infringement, contributory infringement or any inducement to infringe.


 


1.38 “Initiates”
or “Initiation” shall mean, with respect to a human clinical trial, the administration of the first dose
to the first patient/subject in such trial.


 






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1.39 “Invention”
shall mean any invention, whether or not patentable, made in the course and as a result of the conduct of the activities contemplated
by this Agreement.


 


 1.40 “Joint Invention” shall have the meaning provided in Section 8.1.




 


1.41
“Joint Patent Rights” shall have the meaning provided in Section 8.1.


 


1.42 “Know-How”
shall mean any and all Information related to the Licensed Compound and/or a Licensed Product, or any formulation, product
improvement and/or Indication thereof, or necessary or useful for the development, manufacture, commercialization or use of any
of the foregoing.


 


1.43 “Licensed
Compound” shall mean bupivacaine liposome, in injectable gel or suspension.


 


1.44 “Licensed
Compound Patent Rights” shall have the meaning set forth in the recitals.


 


1.45 “Licensed
Product” shall mean any pharmaceutical composition or preparation (in any and all dosage forms) in final form, including
any combination product, containing a Licensed Compound.


 


 1.46 “Lipocure” shall have the meaning provided in the Preamble.




 


1.47 “Lipocure
Indemnitees” shall have the meaning provided in Section 10.1.


 


1.48 “Lipocure
Know-How” shall mean all Know-How Controlled by Lipocure or any of its Affiliates as of the Effective Date, or that
is developed or Controlled by Lipocure after the Effective Date, related to the Licensed Compound or otherwise necessary or useful
for the research, development, manufacture and/or commercialization of any Licensed Product.


 


1.49 “Lipocure
Patent Rights” shall mean any and all Patent Rights Controlled by Lipocure or any of its Affiliates as of the
Effective Date, or at any time during the Term, that claim or Cover the composition, manufacture, use, sale, offer for sale
and/or import of the Licensed Compound or any Licensed Product in the Field, including, but not be limited to: (i) the
Licensed Compound Patent Rights; (ii) Lipocure’s interest in any Joint Patent Rights; and (iii) those in-licensed by
Lipocure under any agreement with a Third Party that constitute Licensed Compound Patent Rights. The foregoing shall include
any modifications to the Lipocure Patent Rights that Cover the Licensed Compound, made or reduced to practice by Lipocure
during the Term.


 






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1.50 “Lipocure
Technology” shall mean Lipocure Patent Rights and Lipocure Know-How.


 


 1.51 “Losses” shall have the meaning provided in Section 10.1.


 




1.52 “Marketing
Approval” shall mean all approvals from the relevant Regulatory Authority in a given country necessary to market and
sell a pharmaceutical product in such country, including pricing and/or reimbursement approvals if required for marketing or sale
of such product in such country.


 


1.53 “Material
Underpayment” shall have the meaning provided in Section 5.4.


 


1.54
“Milestone Payments” shall have the meaning provided in Section 4.2(b).




 


1.55
“NDA” shall mean: (a) in the United States, a New Drug Application (as more fully defined in 21 CFR 314.5, et
seq.) filed with the FDA, or any successor application thereto; or (b) in any other country or group of countries, the
equivalent application or submission for approval to market a pharmaceutical product filed with the governing Regulatory
Authority in such country or group of countries.


 


1.56 “Net
Sales” shall mean, with respect to any Licensed Product, without duplication, (i) the gross amount invoiced with respect
thereto, whether by Virpax, any Affiliate of Virpax, any co-marketer, collaborator, joint venturer or other partner with Virpax
or any of its Affiliates (collectively, the “Selling Parties”) in the Territory and (ii) the fair market
value of non-monetary consideration received in connection with the Licensed Product, less the following to the extent allowed,
paid or accrued with respect to such sales consistent with relevant Accounting Standards:


 


(a) Actual
and customary trade, cash and/or quantity discounts allowed and taken, and wholesaler and inventory management fees paid, with
respect to sales of such Licensed Product or Licensed Products that are negotiated with respect to the Licensed Product(s) on
a stand-alone basis and without regard to any other product or business of Virpax, its Affiliates or any other Selling Party;


 




    -8-


    


    

 


(b) amounts
paid, repaid or credited by reason of defects, rejection, recalls, returns and allowances with respect to such Licensed Product
or Licensed Products;


 


 (c) any applicable sales, use or value-added taxes;




 


 (d) bad debt deductions and uncollectible amounts actually written off;




 


(e) charges,
chargebacks, rebates, administrative fees (paid to third parties that are directly calculated with respect to sales of Licensed
Products, such as administrative fees paid to wholesalers, PBMs or GPOs), discounts and amounts under rebate programs paid or
accrued on sale or dispensing of the such Licensed Product;


 


(f) royalties
payable to any Third Party (“TP Royalties”) with respect to sales of such Licensed Products, provided that
in no event shall the royalties payable to Lipocure under this Agreement in any year be reduced by more than forty percent (40%)
of the amounts otherwise due (i.e. excluding the reduction of the TP Royalties from Net Sales);


 


(g) all
transportation charges, including freight, postage and insurance related directly to such Licensed Product, in each case to the
extent included in the invoice price to a buyer; and


 


For
clarification:


 


(a) The
sale of Licensed Product by a Selling Party to another Selling Party for resale by such entity to a Third Party (other than a
Related Party) shall not be deemed a sale for purposes of this definition of “Net Sales,” provided that the subsequent
resale is included in the computation of Net Sales.


 


(b) In
the event of sales or deductions not made at “arms’ length” but that are made for subsequent distribution to a
Third Party, then for the purpose of calculation of Royalties, Net Sales shall be calculated in accordance with arms’ length
process for sale of Licensed Products to end users and arm’s length deductions, to be determined by the current market conditions,
or in absence of such conditions, according to the assessment of an independent appraiser to be selected by the Parties.


 


(a) transfers
or dispositions of Licensed Product, without consideration: (A) in connection with patient assistance programs; (B) for
charitable or promotional purposes; (C) for preclinical, clinical, regulatory or governmental purposes or under so-called
“named patient”, “compassionate use” or other limited access programs; or (D) for use in any tests or
studies reasonably necessary to comply with Applicable Law, regulation or request by a Regulatory Authority, shall not, in
each case of (A) through (D), be deemed sales of such Licensed Product for purposes of this definition of “Net
Sales.”


 






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(b) With
respect to each item set forth above that is deducted in computing Net Sales: (A) to the extent that such item is reimbursed from
Third Parties, such item shall not be deducted in computing Net Sales; and (B) such item shall not be deducted more than once
in computing Net Sales (i.e., no “double counting” of deductions).


 


1.57
“Party”  shall mean Virpax and Lipocure, individually, and “Parties” shall mean
Virpax and Lipocure, collectively.


 


1.58
“Patent Certification” shall have the meaning provided in Section 8.3.


 


1.59 “Patent
Rights” shall mean (i) patents and patent applications (which for the purposes of this Agreement shall be deemed to
include certificates of invention and applications for certificates of invention); (ii) any and all divisionals, continuations,
continuations-in-part, reissues, renewals, substitutions, registrations, re-examinations, revalidations, patent term extensions,
supplementary protection certificates and the like of any such patents and patent applications; and (iii) any and all foreign
equivalents of the foregoing.


 


1.60 “Person”
means any individual, partnership, joint venture, limited liability company, corporation, firm, trust, association, unincorporated
organization, governmental authority or agency, or any other entity not specifically listed herein.


 


1.61 “Phase
1 Clinical Trial” shall mean a human clinical trial, the principal purpose of which is a determination of safety, as
described in 21 C.F.R. 312.21(a) or its successor regulation, including any equivalent clinical trial conducted in any country
other than the United States.


 


1.62 “Phase
2 Clinical Trial” shall mean a human clinical trial of Licensed Product, the principal purpose of which is a determination
of safety and an assessment of its efficacy in the target patient population and to determine the common short-term side effects
and risks associated with the drug, as further described in 21 C.F.R. § 312.21(b) or its successor regulation, including
any equivalent clinical trial conducted in any country other than the United States.


 




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1.63 “Phase
3 Clinical Trial” shall mean a human clinical trial of a Licensed Product designed to: (i) establish that such Licensed
Product is safe and efficacious for its intended use; (ii) define warnings, precautions and adverse reactions that are associated
with the Licensed Product in the dosage range to be prescribed; and (iii) support regulatory approval of such Licensed Product
that would satisfy the requirements of 21 CFR 312.21(c) or its non-US equivalents.


 


1.64 “Regulatory
Authority” shall mean any country, federal, regional, supranational, state or local regulatory agency, department, bureau
or other governmental or regulatory authority having the administrative authority to regulate the development or marketing of
pharmaceutical products in any country or other jurisdiction.


 


 1.65 “Receiving Party” shall have the meaning provided in Section 6.1.




 


1.66 “Regulatory
Documentation” shall mean all regulatory applications, registrations, licenses, authorizations and approvals (including
all INDs, NDAs, sNDAs, ANDAs, sANDAs, NADAs and ANADAs, CNADAs, and their supplements, and Marketing Approvals), all correspondence
submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications
with any Regulatory Authority), and all reports and documentation in connection with clinical studies and tests (including study
reports and study protocols, and copies of all interim study analyses), and all data contained in any of the foregoing, including
all INDs, NDAs, advertising and promotion documents, manufacturing data, drug master files, clinical data, adverse event files
and complaint files, in each case related to Lipocure Technology, the Licensed Compound or a Licensed Product.


 


 1.67 “Regulatory Plan” shall have the meaning provided in Section 3.2.




 


1.68 “Related
Party” shall mean each of Virpax’s Affiliates and its and their respective Sub-licensees hereunder.


 


1.69 “Relevant
Patent Rights” shall have the meaning provided in Section 8.3(a).


 


1.70 “Royalty
Qualifying Product” shall mean a Licensed Product covered by a Valid Patent Claim.


 


 1.71 “Royalty Term” shall have the meaning provided in Section 4.4.


 




 1.72 “Rules” shall have the meaning provided in Section 11.2.




 




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1.73 “Sale
Transaction” shall have the meaning provided in Section 12.5(a).


 


1.74 “Sub-licensee”
shall mean a Third Party sub-licensee under the license granted by Lipocure to Virpax pursuant to Section 2.1, whether such
Third Party’s sublicense was granted to it directly by Virpax or its Affiliate or indirectly through one or more tiers of
sublicense.


 


 1.75 “Term” shall have the meaning provided in Section 9.1.


 




 1.76 “Territory” shall mean the entire world.




 


1.77 “Third
Party” shall mean an entity other than Virpax and its Affiliates, and Lipocure and its Affiliates.


 


1.78 “Third
Party Acquirer” shall have the meaning provided in Section 12.5(a).


 


1.79 “Valid
Patent Claim” shall mean a claim of an issued and unexpired patent included within the Lipocure Patent Rights, which
claim has not been revoked or held unenforceable or invalid by a decision of a court or other governmental agency of competent
jurisdiction (which decision is not appealable or has not been appealed within the time allowed for appeal), and which claim has
not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination or disclaimer or otherwise.


 


 1.80 “Virpax” shall have the meaning provided in the Preamble.




 


1.81
“Virpax Indemnitees” shall have the meaning provided in Section 10.2.


 


1.82 “Virpax
Know-How” shall mean all Know-How Controlled (other than as a result of the licenses granted hereby) by Virpax or its
Affiliates during the Term, including all Know-How developed or generated by or on behalf of Virpax or any of its Affiliates in
the course of conducting research, development, manufacturing, regulatory or commercialization activities which are not contemplated
by this Agreement.


 


1.83 “Virpax
Patent Rights” shall mean all Patent Rights Controlled (other than as a result of the licenses granted hereby) by Virpax
or its Affiliates.


 


1.84 “Virpax
Specifications” shall mean the specifications for Licensed Product, as agreed between the parties after the date hereof
and incorporated on Exhibit B after the Effective Date.


 




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ARTICLE
2.


 


LICENSE
AND SUB-LICENSE GRANT


 


2.1
License and Sub-License Grant. Subject to the terms and conditions of this Agreement, Lipocure hereby grants to Virpax an
sole and exclusive (even as to Lipocure and its Affiliates), royalty-bearing license, including the right to sublicense
through multiple tiers of sublicense, under the terms and conditions set forth in section 2.3 below, as well as the right to
modify and amend, under the Lipocure Technology to discover, develop, manufacture, have manufactured, use, sell, offer for
sale, market, export, import and otherwise commercialize Licensed Compounds and Licensed Products in the Field in the
Territory, which grant includes a sub-license under the Yissum License Agreement, to the extent the rights licensed by
Lipocure thereunder are necessary or useful to the development, manufacture or commercialization of a Licensed Product in the
Territory in the Field.


 


2.2 Yissum
License. Notwithstanding the provision of Section 2.1 above, Virpax acknowledges that Yissum, on behalf of the Hebrew University
of Jerusalem (“University”), shall retain the rights to make, use and practice the Lipocure Technology
for the University’s own internal research and educational purposes in accordance with the Yissum License.


 


2.3
Sublicense.


 




		(a)	Virpax
                                         shall be entitled to grant a Sublicense (including granting its consent to a sub-sublicense
                                         by a Sublicensee) only after delivering to Lipocure and Yissum written notice, which
                                         shall include the identity of the Sublicensee and all material terms and conditions of
                                         the Sublicense, including without limitation, all documentation relating to the Sublicense,
                                         details regarding any other business connection which it now has or is in the process
                                         of forming with the Sublicensee (“Sublicense Notice”). In the event
                                         that such Sublicense Notice is given before Marketing Approval, then Lipocure shall have
                                         the right to review and consent to the grant of such sub-license, such consent not to
                                         be unreasonably delayed, conditioned or withheld.



 




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		(b)	If
                                         Virpax is unable or unwilling to serve or develop a potential market or market territory
                                         for which there is another party willing to be a sublicensee, Virpax will, at Lipocure’s
                                         request, negotiate in good faith a sublicense with such party.



 


		(c)	The
                                         Parties further acknowledge and agree that upon termination of the License Agreement
                                         for any reason other than Lipocure’s breach, Lipocure shall enter into any non-breached
                                         sublicense agreements in effect between Virpax and Sublicensees at the time of such termination,
                                         provided that such sublicense agreements were entered into in accordance with this section
                                         2.3 under the terms and conditions set forth in those sublicense agreements.



 


		(d)	Virpax
                                         shall ensure that any Sublicense shall include terms that bind the Sublicensee to observe
                                         the relevant terms of this Agreement, including, without limitation, terms which require
                                         compliance with the terms of the Yissum License. Virpax shall require the Sublicensee
                                         to provide reports with sales broken down by application or Indication. In the event
                                         of a breach by Sublicensee, Virpax undertakes to take all reasonable steps to enforce
                                         such terms upon the Sublicensee, including, if necessary, the termination of the Sublicense.
                                         In all cases, Virpax shall immediately notify Lipocure of any breach of the terms of
                                         a Sublicense, and shall copy Lipocure on all correspondence with regard such breach.



 


		(e)	Any
                                         act or omission of the Sublicensee which is not remedied by Virpax or the Sublicensee
                                         within the timeframe required under this Agreement and which would have constituted a
                                         breach of this Agreement by Virpax had it been an act or omission of Virpax, and which
                                         Virpax has not made reasonable efforts to cure in the time frame provided by this Agreement,
                                         including termination of the Sublicense, shall constitute a breach of this Agreement
                                         by Virpax.



 


2.4 Non-Compete.
Except as expressly required under this Agreement, Lipocure hereby covenants not to practice, and not to permit or cause any
of its Affiliates to develop, use, make, have made, sell, have sold, offer for sale, export, import or otherwise commercialize
any Licensed Compound or Licensed Product, or competitor thereof, in the Territory during the Term. Without limiting the generality
of the foregoing, Lipocure shall not grant any rights or licenses to Lipocure Technology or its improvements or other proprietary
technology Controlled by Lipocure to any Third Party for use with any Licensed Compound during the Term for any products that
can be substituted for the Licensed Compound or the Licensed Products in the Territory.


 




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Lipocure
undertakes not to, directly or through a third party, develop, distribute, market or otherwise sale a product based on levobupivacaine
and ropivacaine for Indications as to which Virpax has obtained regulatory approval in any market or which is in active development
by Virpax or any Sublicencee.


 


2.5 Acquisition
of Alternative Product. In the event that Virpax obtains any alternative product to the Licensed Product, as a result of
a merger with, or acquisition of or by, any third party, then Virpax shall, within One-Hundred and Fifty (150) days after the
closing of such merger or acquisition, either: (A) enter into a binding written agreement whereby Virpax grants an economic
benefit to Lipocure in exchange for any erosion of the market for the Licensed Product, it being understood that neither
Party shall be obligated to enter into such an agreement; provided that if the Parties fail to enter into such agreement
within One-Hundred and fifty (150) days after delivery of such written election, then Virpax shall comply with the terms of
subsection (B) or (C); (B) enter into a binding written agreement to sell, transfer, assign or divest all of
Virpax’s rights in and to such alternative product to a third party and consummate such sale, transfer, assignment or
divestiture of said rights not later than one (1) year following the acquisition of such Alternative Product; or (C)
terminate any development and/or commercialization of such Alternative Product within one (1) year following the acquisition
of the Alternative Product (unless and to the extent required to continue commercialization of such Alternative Product by a
governmental authority, in which case the Parties shall enter into a mutually acceptable agreement of the type contemplated
by the foregoing clause (A)). For purposes of this Section 2.9, an “alternative product” shall be limited to a
product containing the Licensed Compound in a substitutable formulation.


 


ARTICLE
3.


 


DEVELOPMENT,
MANUFACTURING AND COMMERCIALIZATION


 


3.1 Responsibility. Within
ninety (90) days of the Effective Date, Virpax and Lipocure shall prepare a development plan (the “Development
Plan”), including applicable milestones and a budget, reasonably acceptable to each Party. Lipocure shall be
responsible for implementing the Development Plan in accordance with its terms, this Agreement and Applicable Laws. Virpax
shall be responsible for making payments in accordance with the budget agreed upon in the Development Plan. No amendment of
the Development Plan or the budget shall be permitted without the consent of each party. Lipocure shall ensure that its
employees and agents tasked with implementing the Development Plan are well-trained and have the skills and experience
necessary to successfully implement the Development Plan in accordance with its terms, this Agreement and all Applicable
Laws. In the event that Lipocure breaches its obligations under this section, by written notice to Lipocure, Virpax shall
have the option to take on responsibility for the for those portions of the Development Plan which are reasonably likely to
be adversely affected by such breach through itself or a third party. Lipocure shall provide Virpax reasonable access to all
books, records and materials developed in connection with the Development Plan and, if requested in connection with a
transfer of the responsibility for the Development Plan, will provide reasonable assistance to transfer such books, records
and materials to Virpax or its third party designee.


 






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3.2 Regulatory
Approvals. In collaboration with Lipocure, Virpax shall determine all regulatory plans and strategies for Licensed Products
in the Field (the “Regulatory Plan”), which shall
be mutually agreed by the Parties and shall, at a minimum, include events that, if achieved, would trigger the Developmental Milestone
payments described in this Agreement. Virpax, at its expense, will have the exclusive right to submit to, and prosecute before,
the Regulatory Authorities with respect to any matter related to the Licensed Products, including without limitation all Regulatory
Documentation. All of such Regulatory Documentation, submissions and other regulatory filings relating to Licensed Products, including
any related data (including, but not limited to clinical data) shall be submitted in the name of and owned by Virpax (or a Related
Party, as applicable), and any approvals granted thereby shall be owned by Virpax. No other Person shall have any rights thereto
unless granted by Virpax in writing.


 


3.3 Diligence.
Virpax (itself and/or with or through its Related Parties) shall use Commercially Reasonable Efforts to develop, meet the
Development Milestones, seek Marketing Approval for, and commercialize a Licensed Product containing the Licensed Compound throughout
the Territory during the Term according to the timetable, which will be, with respect to development, included in the Development
Plan developed in conjunction with and approved by Lipocure, and with respect to marketing, the marketing plan (which will include,
without limitation any planned compassionate use or patient assistance programs contemplated by Virpax) developed by Virpax, with
input from Lipocure which shall not be unreasonably disregarded by Virpax, promptly after it is prepared. Notwithstanding the
preceding, Virpax shall not be obligated to undertake development activities specific to a country outside of the United States
prior to obtaining the first Marketing Approval for a Licensed Product in the United States.


 


In
the event that Virpax shall not initiate a clinical trial for the Licensed Product within three (3) years as of the Effective
Date, unless such delays are due to the requirements of a regulatory authority or the breach of its obligations under this
agreement by Lipocure or unless Yissum has agreed in writing to such delay, Lipocure shall notify Virpax in writing of
Virpax’s failure to meet its obligations of diligence and shall allow Virpax one hundred and eighty days (180) to cure its
failure of diligence. Virpax’s failure to cure within such one hundred and eighty days (180) say period to Yissum’s
reasonable satisfaction shall be a material breach of this Agreement.


 






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3.4 Records.
Virpax shall maintain, or cause to be maintained, complete and accurate records of all development work conducted by or on
behalf of Virpax with respect to Licensed Products, including all results, data, inventions and developments made in the performance
of such development work. All such records maintained shall be in sufficient detail and in good scientific manner appropriate
for patent and regulatory purposes. While Lipocure is responsible for the Development Plan, this Section 3.4 shall apply to Lipocure,
mutatis mutandis.


 


3.5 Reports.
Once every six months during the Term following the first anniversary of the Effective Date while Lipocure is responsible
for the Development Plan, Lipocure shall deliver to Virpax a written progress report regarding, to the extent applicable, (i)
the status of any Licensed Product in development, and (ii) the status of any Licensed Product related patent applications in
each country in the Territory at least 30 days prior to the date upon which it is required to deliver such report under the Yissum
License. Virpax shall have the right to provide comments on such reports, which shall not be unreasonably disregarded, prior to
the submission of the subject report to Yissum. After the date upon which Lipocure is no longer required to submit reports under
this 3.5, Virpax shall provide reports once every 6 months covering the information required under (i) and (ii) of this section
and in addition, will include information regarding (A) any Licensed Product-related regulatory submissions and approvals and
(B) any Licensed Product-related commercialization efforts in the Territory.


 


3.6 Compliance
with Applicable Laws. Virpax shall conduct, and shall cause its Related Parties to conduct, all development, regulatory, manufacturing
and commercialization activities with respect to Licensed Products anywhere in the world in compliance with all Applicable Laws
and, as applicable, GLP, GCP and/or GMP. While Lipocure is in charge of the Development Plan, this Section 3.6 shall apply to
Lipocure, mutatis mutandis.


 






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3.7 Initial
Technology Transfer. Subject to the completion of the Development Plan or upon Lipocure’s breach of this Agreement, Lipocure
shall Within five (30) business days after Virpax’s reasonable request (the “Transfer Date”) at no
additional cost to Virpax, transfer and or provide to Virpax copies of: (i) all preclinical and other data and documentation
pertaining to the Lipocure Technology (including, but not limited to the original formulation of the Licensed Compound
without stabilizing gel and the new formulation with stabilizing gel); (ii) all lab books, files, patent office
correspondence and other documentation related to the Lipocure Technology reasonably necessary or useful (A) for the
development, Manufacturing or commercialization of Licensed Products or (B) for Virpax to meet its obligations under this
Agreement; and (iii) any and all other information and documentation reasonably necessary to successfully transition the
Lipocure Technology to Licensee or its designee. In addition, for a period of sixty (60) days from the Transfer Date and
thereafter as Virpax shall reasonably request, at no additional cost to Virpax (other than costs and expenses associated with
Virpax personnel, consultants, overhead, travel and lodging expenses etc.), Lipocure shall make available staff, consultants
or other third party agents with knowledge of the Lipocure Technology to assist Virpax in the transition of the Lipocure
Technology as reasonably requested by Virpax.


 


3.8
Supply.


 




		(a)	Early
                                         Stage Clinical and Non-Clinical Supply. Virpax shall purchase, and Lipocure shall
                                         supply, all of Virpax’s needs for Licensed Compound and Licensed Product in connection
                                         with pre-clinical and Early Stage Clinical activity in accordance with the amounts agreed
                                         to in connection with the Regulatory Plan at Lipocure’s direct cost, with no mark-up
                                         (the “Early Stage Supply”). The Early Stage Supply shall be manufactured
                                         in accordance with the Virpax Specifications and all Applicable Laws, including applicable
                                         cGMPs. In addition, Lipocure shall be responsible for all Licensed Product characterization,
                                         release testing (development and, to the extent requested by Virpax, commercial) and
                                         stability testing (development and, to the extent requested by Virpax, commercial), which
                                         shall be billed to Virpax at Lipocure’s direct cost, with no mark-up. Each shipment
                                         of Early Stage Supply shall be sampled and analyzed by Lipocure prior to shipment to
                                         determine if the shipment meets the Virpax Specifications for the Early Stage Supply.
                                         Lipocure shall deliver to Virpax with each such shipment of Early Stage Supply a certificate
                                         of analysis stating that the Early Stage Supply meets the Virpax Specifications and,
                                         to the extent applicable, has been manufactured in accordance with applicable cGMPs and
                                         other documentations to support importation of Licensed Compound and Licensed Product
                                         and to comply with the regulations of human and/or animal trials in the Territory. Lipocure
                                         shall, as requested by Virpax in writing, promptly replace, at Lipocure’s expense,
                                         any Early Stage Supply delivered hereunder (including but not limited to any shipping
                                         and transportation costs) that is rejected in good faith as unsatisfactory by Virpax
                                         within sixty (60) calendar days of delivery (a) for failure to meet the Virpax Specifications
                                         at the time of delivery, or (b) because Lipocure failed to manufacture and handle such
                                         Early Stage Supply in accordance with Applicable Laws (including, to the extent applicable,
                                         cGMPs). All Early Stage Supply shall be delivered EXW (Incoterms 2010) Lipocure’s manufacturing
                                         facility. Delivery shall occur, and title and risk of loss of such quantities of the
                                         Early Stage Supply shall pass to Virpax, upon delivery of such material to such common
                                         carrier. Lipocure shall replace, at its expense, any failed or rejected batch of Licensed
                                         Product or Licensed Compound, as the case may be.



 




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		(b)	Other
                                         Supply and Registration Lots. Upon request by Virpax, Lipocure shall participate
                                         in (i) the selection, management and transfer of the formulation and manufacturing process
                                         for each Licensed Product to a contract manufacturing organization selected by Virpax
                                         (the “CMO”) and (ii) the management of the CMO’s production
                                         of non-clinical supply, clinical supply and registration lots in accordance with the
                                         Regulatory Plan, all Applicable Laws and the Virpax Specifications, each to the extent
                                         requested by and with oversight from, Virpax.



 


		(c)	Commercial
                                         Supply. Virpax shall assume complete control of the management of the CMO and of
                                         the production of commercial supply of Licensed Product upon the date agreed by the parties
                                         in good faith.



 


		(d)	Tech
                                         Transfer Freedom to Operate. As additional inducement for Virpax to enter into this
                                         Agreement, (i) Lipocure shall provide, at additional cost to Virpax, upon Virpax’s
                                         request, full cooperation and assistance in connection with a technology transfer to
                                         Lipocure and its designated CMO and (ii) Lipocure shall grant, and hereby does grant,
                                         all such “freedom to operate” licenses to Virpax and its designated CMO’s
                                         as may be necessary to utilize any additional intellectual property Controlled by Lipocure
                                         as a result of the activities undertaken under this Section 3.8.



 




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ARTICLE
4.


 


PAYMENTS


 


4.1 Upfront
Payment. Within 30 business days following the Effective Date, Virpax shall make a payment of [**] to Lipocure in immediately
available funds.


 


4.2
Milestone Payments.




 


		(a)	Developmental
                                         Milestones. Within 30 business days of the achievement of each of the milestone events
                                         set forth in the table below (each a “Developmental Milestone”) by Virpax
                                         or any Related Party, Virpax shall provide Lipocure with written notice of such achievement
                                         and shall pay to Lipocure the corresponding one-time milestone payment set forth next
                                         to the applicable milestone in the table below:



 


	Milestone Event	 	Milestone
 Payment

	Upon the development of a formulation for the Licensed Product that meets Virpax Specifications	 	[**]
	Upon of the acceptance of an IND by the FDA	 	[**]
	Upon acceptance of supply of Licensed Product by Virpax for the Phase I Clinical Trial in accordance with Section 3.8(a) above	 	[**]
	Upon the earlier to occur of acceptance of Phase III Clinical 
Trial clinical supplies, or the acceptance of registration lots in accordance with Section 3.8(b) above	 	[**]
	Upon the acceptance of an NDA for a Licensed Product by the FDA	 	[**]
	Upon FDA Approval of a Licensed Product by the FDA	 	[**]



 


		(b)	Commercial
                                         Milestones. Within thirty (30) business days of the end of the first calendar year
                                         in which $[**] or more in annual Net Sales of Licensed Products is achieved by Virpax
                                         or any Related Party, Virpax shall provide Lipocure with written notice of such achievement
                                         and shall pay to Lipocure a one-time milestone payment of $[**] (a “Commercial
                                         Milestone”, and together
with the Developmental Milestones, the “Milestone Payments”). The Commercial Milestone will be paid only once, for
the first calendar year in which the corresponding Commercial Milestone event is achieved.



 






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		(c)	Limitations
                                         on Milestone Payments. Each of the above Milestone Payments shall only be paid once,
                                         for the first achievement of the corresponding milestone event by any Licensed Product
                                         (regardless of the number of times such milestone event is achieved by a Licensed Product,
                                         the number of Indications for which such milestone event is achieved by a Licensed Product,
                                         or the number of Licensed Products that achieve such milestone event, and regardless
                                         of whether any such milestone event is achieved by the same Licensed Product that achieved
                                         any other milestone event or by a different Licensed Product).



 


4.3 Royalties.
Subject to Sections 4.5 below, Virpax shall pay a royalty to Lipocure based upon aggregate annual Net Sales of all Royalty
Qualifying Products in the Territory by Virpax and Related Parties in each calendar year of the Royalty Term at the applicable
rate(s) set forth below:


 





	Annual Net Sales Increments	 	Royalty Rate
	That portion of annual Net Sales of Royalty Qualifying Products by Virpax and Related Parties that is less than or equal to $250 million.	 	[**]
	That portion of annual Net Sales of Royalty Qualifying Products by Virpax and Related Parties that is greater than $250 million and less than or equal to $500 million	 	[**]
	That portion of annual Net Sales of Royalty Qualifying Products by Virpax and Related Parties that is greater than $500 million	 	[**]


 


4.4 Royalty
Term. Royalties under Section 4.3 shall be payable during the period of time commencing on the date of the First
Commercial Sale of a Licensed Product and ending on a country-by-country basis with respect to each Licensed Product upon the
expiration of the last-to-expire Valid Patent Claim of the Lipocure Patent Rights Covering the manufacture, use or sale of
such Licensed Product in such country (the “Royalty Term”). On a Licensed Product-by-Licensed Product and
country-by-country basis, upon expiration of the Royalty Term for a Licensed Product in a country, Virpax’s license
under Section 2.1 with respect to such Licensed Product in such country shall become irrevocable and perpetual and the
Royalty rate payable by Virpax for sales of such product shall be equal to [**] of the Royalty Rate payable under Section
4.3.


 






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4.5 Adjustment
to Royalty Rate. On a Licensed Product-by-Licensed Product and country-by-country basis, the royalty rate payable for sales
of a Royalty Qualifying Product under Section 4.3 for any particular country will be reduced by [**] upon either of (i) the legal
sale of a Generic Version of the Royalty Qualifying Product in such country, or (ii) if the Royalty Qualifying Product has or
would infringe a valid patent claim held by a Third-Party in that country provided that, in no event shall the total reduction
of the royalty rate under this Section 4.5 exceed [**] percent ([**]%).


 


4.6 Non-Royalty
Qualifying Products. Virpax shall pay a royalty to Lipocure based upon aggregate annual Net Sales of all Licensed Products
that are not Royalty Qualifying Products in the Territory by Virpax and Related Parties in each calendar year of the Royalty Term
at a rate equal to [**] percent ([**]%) of the rate that would be payable on such Net Sales if the subject Licensed Products sold
were Royalty Qualifying Products.


 


ARTICLE
5.


 


PAYMENT;
RECORDS; AUDITS


 


5.1 Payment;
Reports. Royalties under Section 4.3 shall be calculated and reported for each calendar quarter during the Royalty Term and
shall be paid within sixty (60) days after the end of the calendar quarter. Each payment of royalties shall be accompanied by
a report of Net Sales of Licensed Products by Virpax and Related Parties in sufficient detail to permit confirmation of the accuracy
of the payment made, including gross sales and Net Sales of Licensed Products on a Licensed Product-by- Licensed Product and country-by-country
basis, the deductions from gross sales (by major category as set forth in the definition of Net Sales), details of any applicable
reductions or adjustments made pursuant to Sections 4.5 or 4.6, the royalty payable, and the exchange rates used.


 


5.2 Exchange
Rate; Manner and Place of Payment. All payment amounts in this Agreement are expressed in United States Dollars, and all
payments hereunder shall be payable in United States Dollars. When conversion of payments from any foreign currency is
required, such conversion shall be calculated using an exchange rate equal to the average of the interbank rates of exchange
for such currency as reported at OANDA.com, or should such rates cease to be published by O ANDA, a successor or replacement
agreed upon by the parties, during the calendar quart er for which payment is due. All payments owed under this Agreement
shall be made by wire transfer in immediately available funds to the bank and account designated in writing by
Lipocure.


 






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5.3 Income
Tax Withholding. Lipocure will pay any and all taxes levied on account of any payments made to it under this Agreement. If
Virpax is advised in writing by its attorneys or accountant that Virpax is required to withhold any portion of any payment made
to Lipocure under this Agreement, Virpax shall (a) deduct such taxes from the payment made to Lipocure, (b) timely pay the taxes
to the proper taxing authority, (c) send proof of payment to Lipocure and certify its receipt by the taxing authority within 30
days following such payment, (d) reasonably cooperate with Lipocure, if requested, to obtain available reductions, credits or
refunds of such taxes and (e) provide Lipocure a copy of such written advisement or instructions at least thirty (30) days, or
such shorter period as reasonably practicable given the timing of the subject advice or instructions received by Virpax, in advance
of such withholding. Without limiting the generality of the foregoing, upon request by Lipocure, Virpax shall provide Lipocure
such information in Virpax’s possession as may be reasonably necessary for Lipocure to obtain the benefit of any present
or future treaty against double taxation which may apply to payments made to Lipocure under this Agreement.


 


5.4 Audits. Virpax
shall keep (and shall cause its Affiliates and Sub-licensees to keep) complete and accurate records. Including full and
correct books of account in accordance with Accounting Principles, pertaining to the sale or other disposition of Licensed
Products in sufficient detail to permit Lipocure to confirm the accuracy of all royalty payments and any other consideration
due hereunder for at least seven (7) full calendar years following the end of the calendar year to which they pertain.
Lipocure shall have the right, once annually, to cause not more than two (2) independent, certified public accountants, or
such other professional as appropriate, reasonably acceptable to Virpax to audit such records solely to confirm Net Sales and
royalties for a period covering not more than the preceding seven (7) full calendar years. No calendar year shall be subject
to audit under this section more than once. Such audits may be exercised during normal business hours upon reasonable prior
written notice of not less than fifteen (15) business days to Virpax in the location where the records are maintained. The
auditor will execute a confidentiality agreement in a form reasonable acceptable to Virpax with Virpax and will disclose to
Lipocure only such information as is reasonably necessary to provide Lipocure with information regarding any actual or
potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The auditor will
send a copy of the report to Virpax at the same time it is sent to Lipocure. The report sent to both Parties will include the
methodology and calculations used to determine the results. Prompt adjustments shall be made by the Parties to reflect the
results of such audit. Lipocure shall bear the full cost of such audit unless such audit discloses an underpayment by Virpax
of more than five percent (5%) of the amount due for any calendar quarter (a “Material Underpayment”)
under this Agreement, in which case, Virpax shall bear the full cost of such audit and shall promptly remit to Lipocure the
amount of such Material Underpayment. If either (a) a Material Underpayment is found or (b) an independent auditor determines
that there are insufficient records to support the calculation of the royalty payments due under this Agreement, then
Lipocure shall have the right, at Virpax’s expense, to audit Virpax quarterly for the two calendar years succeeding the
applicable triggering event. If such audit discloses an overpayment by Virpax, then Virpax will deduct the amount of such
overpayment from amounts otherwise owed to Lipocure under this Agreement. Any underpayment shall bear interest from the due
date of payment until the actual date of payment at the annual rate of five percent (5%) compounded annually.


 






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ARTICLE
6.


 


CONFIDENTIALITY
AND PUBLICATION


 


6.1 Confidential
Information. Except to the extent expressly authorized by this Agreement, each Party (in such capacity, the “Receiving
Party”) agrees that, during the Term and for seven (7) years thereafter, it shall keep confidential and shall not publish
or otherwise disclose to any Third Party, and shall not use for any purpose other than as expressly provided for in this Agreement
or any other written agreement between the Parties, any Confidential Information furnished or made available to it by or on behalf
of the other Party (in such capacity, the “Disclosing Party”). The Receiving Party shall use at least the same
standard of care as it uses to protect proprietary or confidential information of its own (but in no event less than reasonable
care) to ensure that it, and its and its Affiliates’, employees, agents, consultants and other representatives do not disclose
or make any unauthorized use of the Confidential Information. The Receiving Party shall promptly notify the Disclosing Party upon
discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. The Lipocure Technology,
to the extent subject and directly related to the licenses to Virpax under this Agreement, shall be deemed the Confidential Information
of Virpax notwithstanding the fact that it was furnished by Lipocure to Virpax in the first instance.


 




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6.2 Exceptions.
Confidential Information shall not include any information which the Receiving Party can prove by competent evidence: (a)
is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available;
(b) is known by the Receiving Party and/or any of its Affiliates at the time of receiving such information, as evidenced by its
records; (c) is hereafter furnished to the Receiving Party and/or any of its Affiliates by a Third Party, as a matter of right
and without restriction on disclosure; or (d) is independently discovered or developed by the Receiving Party and/or any of its
Affiliates, without the use of Confidential Information of the Disclosing Party. Any combination of features or disclosures shall
not be deemed to fall within the exclusions set forth in the preceding clauses (a) and (b) merely because individual features
are published or available to the general public or in the rightful possession of the Receiving Party unless the combination itself
and principle of operation are published or available to the general public or in the rightful possession of the Receiving Party.


 


6.3 Authorized
Disclosure. Notwithstanding the provisions of Section 6.1, the Receiving Party may disclose Confidential Information of the
Disclosing Party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in
the following instances:


 


		(a)	filing
                                         or prosecuting Patents as permitted by this Agreement;
	 	 	 



		(b)	enforcing
                                         such Party’s rights under this Agreement (including registering the licenses granted
                                         hereunder with applicable authorities) and in performing its obligations under this Agreement.



 


		(c)	prosecuting
                                         or defending litigation as permitted by this Agreement;
	 	 	 



		(d)	complying
                                         with applicable court orders, applicable laws, rules or regulations, or the listing rules
                                         of any exchange on which the Receiving Party’s securities are traded;



 


		(e)	disclosure
                                         to Affiliates, actual and potential licensees and sub-licensees, employees, consultants
                                         or agents of the Receiving Party who have a need to know such information in order for
                                         the Receiving Party to exercise its rights or fulfill its obligations under this Agreement,
                                         provided, in each case, that any such Affiliate, actual or potential licensee or sub-licensee,
                                         employee, consultant or agent agrees to be bound by terms of confidentiality an d non-use
                                         comparable in scope to those set forth in this Article 6; and



 




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		(f)	disclosure
                                         to Third Parties in connection with due diligence or similar investigations by such Third
                                         Parties, and disclosure to potential Third Party investors or acquirers in confidential
                                         financing documents, provided, in each case, that any such Third Party agrees to be bound
                                         by reasonable obligations of confidentiality and non-use.



 


Notwithstanding
the foregoing, in the event the Receiving Party is required to make a disclosure of the Disclosing Party’s Confidential
Information pursuant to Section 6.3(c) or 6.3(d), it will, except where impracticable, give reasonable advance notice to the Disclosing
Party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as the Receiving
Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the Receiving
Party agrees to take all reasonable action to avoid disclosure of Confidential Information hereunder.


 


6.4 Publications. The
Parties, and their Affiliates 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, with respect to the Licensed Products in
the Field. 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 or other material information related to a Licensed Product. 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 non- publishing 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, and cause its Affiliate to comply (as applicable), 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 Licensed
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. Lipocure
shall not publish or otherwise disseminate, including, but not limited to, in articles, posters, oral presentations or other
formats, any information relating to Licensed Compounds and/or Licensed Products without the prior written consent of Virpax.
The Parties recognize that Yissum retains comparable rights of publication pursuant to the terms of the Yissum License and
Lipocure undertakes to facilitate coordination among the Parties and Yissum so as to assure, as near as may be, a consistent
approach to notification of, and the provision and good faith consideration of comments with respect to, proposed
publications among the Parties and Yissum so as to give effect to the intention of this Section and comparable provisions of
the Yissum License.


 






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6.5
Publicity.


 




		(a)	Press
                                         Releases. The Parties shall jointly issue a press release acceptable to each Party
                                         to be released at an agreed upon time. Except as required by the applicable securities
                                         or other laws or the listing rules of any stock exchange on which securities issued by
                                         a Party or its Affiliates are traded, neither Party shall make any other public announcement
                                         concerning this Agreement or the subject matter hereof without the prior written consent
                                         of the other, which shall not be unreasonably withheld or delayed; provided that each
                                         Party may make any public statement in response to questions by the press, analysts,
                                         investors or those attending industry conferences or financial analyst calls, respond
                                         to queries by any exchange on which such Party’s securities are traded, or issue
                                         press releases, so long as any such public statement, response, or press release is not
                                         inconsistent with prior public disclosures or public statements made in accordance with
                                         this Section 6.4 and which do not reveal non-public information about the other Party.
                                         In the event of a required public announcement, to the extent practicable under the circumstances,
                                         the Party making such announcement shall use reasonable efforts to provide the other
                                         Party with a copy of the proposed text of such announcement sufficiently in advance of
                                         the scheduled release to afford such other Party a reasonable opportunity to review and
                                         comment upon the proposed text, unless the proposed text is substantially the same as
                                         that used in any prior public disclosure, press release or public statement made in accordance
                                         with this Section 6.4. Notwithstanding the foregoing, Virpax can make public statements
                                         or issue press releases about Licensed Products without consent from Lipocure.



 


		(b)	Filing
                                         of this Agreement. The Parties shall coordinate in advance with each other in connection
                                         with the filing of this Agreement (including redaction of certain provisions of this
                                         Agreement) with any securities authority or with any stock exchange on which securities
                                         issued by a Party or its Affiliate are traded, and each Party will use reasonable efforts
                                         to seek confidential treatment for the terms proposed to be redacted; provided that each
                                         Party will ultimately retain control over what information to disclose to any securities
                                         authority or stock exchange, as the case may be, and provided further that the Parties
                                         will use their reasonable efforts to file redacted versions with any governing bodies
                                         which are consistent with redacted versions previously filed with a ny other governing
                                         bodies. Other than such obligation, neither Party (nor any of its Affiliates) will be
                                         obligated to consult with or obtain approval from the other Party with respect to any
                                         filings to any securities authority or stock exchange. Lipocure hereby consents to Virpax’s
                                         use of its name in any filing with a Regulatory Authority as well as any private placement
                                         memorandum or other investment document related to Virpax or its securities; provided
                                         that, Lipocure shall be afforded a reasonable opportunity to review any such filing of
                                         investment document and any comments provided by Lipocure to Virpax with respect to the
                                         use of its name in such filing or investment document shall be considered in good faith
                                         by Virpax.



 




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6.6 Prior
Confidential Disclosure Agreement. As of the Effective Date, the terms of this Article 6 shall supersede any prior non-disclosure,
secrecy or confidentiality agreement between the Parties (or their Affiliates) dealing with the subject of this Agreement, including
the Confidential Disclosure Agreement between Lipocure and Virpax dated March 27, 2017. Any information disclosed by a Party pursuant
to any such prior agreement shall be deemed Confidential Information of such Party for purposes of this Agreement.


 


ARTICLE
7.


 


REPRESENTATIONS
AND WARRANTIES; CERTAIN COVENANTS


 


7.1 Mutual
Representations and Warranties. Each Party represents and warrants to the other that, as of the Effective Date: (a) it is
duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or
other power and authority to enter into this Agreement and to carry out the provisions hereof; (b) it is duly authorized to execute
and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its
behalf has been duly authorized to do so by all requisite corporate or partnership action; and (c) this Agreement is legally binding
upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral
or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental
body or administrative or other agency having jurisdiction over it.


 


7.2 Lipocure
Representations and Warranties. Lipocure represents and warrants to Virpax that as of the Effective Date of this Agreement:


 





		(a)	Exhibit
                                         A attached hereto contains a true and complete list of the Lipocure Patent Rights existing
                                         on the Effective Date. The Lipocure Patent Rights listed in Exhibit A include all of
                                         the Patent Rights Controlled by Lipocure as of the Effective Date that cover the Licensed
                                         Compound, the Licensed Product(s) or the manufacture, use, sale, offer for sale or import
                                         of the foregoing;


 




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		(b)	Lipocure
                                         (i) has the right to grant the licenses that it purports to grant in Section 2.1 (including,
                                         without limitation, except as specified in Schedule 7.2, Lipocure has not entered into
                                         any undertaking that limits, nor is subjected to any constraints that limit, its rights
                                         or freedom to grant the licenses); and (ii)
has not granted to any Third Party any license or other right with respect to the Licensed Compound, a Licensed Product or Lipocure
Technology that conflicts with the license and rights granted to Virpax herein;



 


		(c)	Except
                                         as specified in Schedule 7.2, there are no agreements in effect as of the Effective Date
                                         between Lipocure and a Third Party under which rights with respect to the Lipocure Technology
                                         are being licensed to Lipocure;



 


		(d)	Except
                                         as specified in Schedule 7.2, no Third Party (including, but not limited to any governmental
                                         authority) has any rights in or to the Licensed Compound, a Licensed Product or any Lipocure
                                         Technology for any reason, including, but not limited to as a result of development work
                                         performed by such Third Party or funding provided by such Third Party;



 


		(e)	the
                                         issued and unexpired claims included in the Lipocure Patent Rights existing as of the
                                         Effective Date are valid and enforceable;



 


		(f)	no
                                         reexamination, interference, invalidity, opposition, nullity or similar claim or proceeding
                                         is pending or, to Lipocure’s knowledge, threatened with respect to any Lipocure
                                         Patent Right;



 


		(g)	to
                                         Lipocure’s knowledge, the manufacture (using any manufacturing process used by
                                         or on behalf of Lipocure on or before the Effective Date), use, sale, offer for sale
                                         or import of the Licensed Compound or any Lipocure Technology does not Infringe any issued
                                         patent, and Lipocure has not received written notice from any Third Party claiming that
                                         the manufacture, use, sale, offer for sale or import of the Licensed Compound or any
                                         Licensed Product Infringes or would Infringe the patent or other intellectual property
                                         rights of any Third Party; if Lipocure receives any such written notice during the term
                                         of this Agreement, Lipocure shall promptly provide such written notice to Virpax;



 




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		(h)	there
                                         are no claims, judgments or settlements against or owed by Lipocure (or any of its Affiliates)
                                         with respect to the Lipocure Technology, and Lipocure is not a party to any legal action,
                                         suit or proceeding relating to the Lipocure Technology, the Licensed Compound or any
                                         Licensed Product, nor has Lipocure received any written communication from any Third
                                         Party, including, without limitation, any Regulatory Authority or other government agency,
                                         threatening such action, suit or proceeding;



 


		(i)	all
                                         tangible or recorded information and data provided by or on behalf of Lipocure to Virpax
                                         related to the Licensed Compound, the Lipocure Technology or any Licensed Product on
                                         or before the Effective Date in contemplation of this Agreement was and is true, accurate
                                         and complete in all material respects, and Lipocure has not knowingly failed to disclose,
                                         or failed to cause to be disclosed, any such information or data related to the Licensed
                                         Compound, the Lipocure Technology or any Licensed Product in its possession and Control
                                         that would cause the information and data that has been disclosed to be misleading in
                                         any material respect;



 


		(j)	neither
                                         Lipocure nor any of its Affiliates has obtained, or filed for, any INDs, NDAs or Marketing
                                         Approvals for any Licensed Product, and, to the best of Lipocure’s knowledge, no
                                         other Person has obtained, or filed for, any INDs, NDAs or Marketing Approvals for any
                                         Licensed Product in the Field in the Territory;



 


		(k)	at
                                         the time of delivery to Virpax, any reference samples delivered to Virpax will be free
                                         and clear of any liens or encumbrances;



 


		(l)	(i)
                                         all research and development (including non-clinical studies and clinical trials) conducted
                                         by or on behalf of Lipocure or any of its Affiliates related to the Licensed Compound,
                                         the Lipocure Technology and/or Licensed Products prior to the Effective Date was conducted
                                         in compliance in all material respects with all Applicable Laws and, as applicable, GLP,
                                         GCP and/or GMP; and (ii) to Lipocure’s knowledge, all research and development
                                         (including non-clinical studies and clinical trials) conducted related to the Licensed
                                         Compound, the Lipocure Technology and/or Licensed Products prior to the Effective Date
                                         was conducted in compliance in all material respects with all Applicable Laws and, as
                                         applicable, GLP, GCP and/or GMP;



 


		(m)	neither
                                         Lipocure nor any of its Affiliates is debarred or disqualified under the Act or comparable
                                         Applicable Laws outside of the United States;



 




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		(n)	neither
                                         Lipocure nor any of its Affiliates has employed or, to its knowledge, otherwise used
                                         in any capacity, in connection with the development or manufacture of the Licensed Compound,
                                         the Lipocure Technology or any Licensed Product, the services of any Person debarred
                                         or disqualified under United States law, including 21 U.S.C. §335a, or any foreign
                                         equivalent thereof;



 


		(o)	Lipocure
                                         and, to the best of its knowledge, its directors, officers, employees, and any agent,
                                         representative, subcontractor or other third party acting for or on such its behalf,
                                         has not, directly or indirectly, offered, paid, promised to pay, or authorized such offer,
                                         promise or payment, of anything of value, to any Person for the purposes of obtaining
                                         or retaining business through any improper advantage in connection with the development,
                                         commercialization or exploitation of a Licensed Product, or that would otherwise violate
                                         any applicable Laws, rules and regulations concerning or relating to public or commercial
                                         bribery or corruption, and Lipocure’s books, accounts, records and invoices related
                                         to the Licensed Product are complete and accurate; and



 


		(p)	Lipocure
                                         has not violated the FCPA or Export Control Laws in connection with the development of
                                         Lipocure Technology.



 


		(q)	The
                                         Yissum License Agreement is valid, binding and in full force and effect and is enforceable
                                         by Lipocure in accordance with its terms. (i) Lipocure has performed all obligations
                                         required to be performed by it to date under the Yissum License Agreement and is not
                                         in breach of or in default under the Yissum License Agreement, and no event has occurred
                                         which with the passage of time or giving of notice or both would constitute such a breach
                                         or default; (ii) There is no existing breach or default of the Yissum License Agreement
                                         by Yissum; (iii) No event has occurred which with the passage of time or giving notice
                                         of or both would constitute such a breach or default by Yissum; (iv) Lipocure has not
                                         received any written notice of breach under the Yissum License Agreement, whether or
                                         not cured or disputed. Lipocure’s rights under the under the Yissum License Agreement
                                         with respect to the development, manufacture or commercialization of the Licensed Product
                                         in the Field for the Territory are exclusive. Lipocure has provided to Virpax a complete
                                         and accurate copy of the Yissum License Agreement as of the Effective Date. Lipocure
                                         has not furnished to Yissum any notice of termination under the Yissum License Agreement.
                                         Virpax acknowledges that it is familiar with the terms and conditions of the Yissum License
                                         Agreement. Lipocure acknowledges that it is responsible for continued compliance with
                                         the terms of the Yissum License during the term hereof and for as long as Virpax retains rights
to develop, manufacture or commercialize Licensed Products hereunder.



 




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7.3
Lipocure Covenants.




 


		(a)	No
                                         Additional Licenses. In addition to any covenants made by Lipocure elsewhere in this
                                         Agreement, Lipocure hereby covenants to Virpax that during the Term, Lipocure will (i)
                                         not grant any Third Party any license or other right with respect to the Licensed Compound,
                                         any Licensed Product or the Lipocure Technology in derogation of the license and rights
                                         granted to Virpax hereunder, and (ii) disclose any and all additional Lipocure Technology
                                         developed or Controlled by Lipocure after the Effective Date.



 


		(b)	Yissum
                                         License. Lipocure will not at any time take any action that it knows or should know
                                         will result in a breach of the Yissum License Agreement and will comply with the terms
                                         and provisions of the Yissum License Agreement in all material respects. Lipocure will
                                         not at any time terminate the Yissum License Agreement without the prior written consent
                                         of Virpax. Lipocure will not agree to any amendment, waiver of rights, or modification
                                         of the Yissum License Agreement that would reasonably be expected to have any negative
                                         effect or other adverse impact on any financial or reporting obligation of Lipocure or
                                         on the rights granted to Virpax under this Agreement or the obligations imposed on Virpax
                                         under this Agreement, without the prior written consent of Virpax.



 


7.4 Virpax
Representations and Warranties. Virpax represents and warrants to Lipocure that as of the Effective Date of this Agreement
neither Virpax nor any of its Affiliates is debarred or disqualified under the Act or comparable Applicable Laws outside the United
States.


 


7.5 Mutual
Covenants. In addition to any covenants made by a Party elsewhere in this Agreement, each Party hereby covenants to the other
as follows:


 


		(a)	neither
                                         such Party nor any of its Affiliates will employ or use the services of any Person who
                                         is debarred or disqualified under United States law, including 21 U.S.C. §335a,
                                         or any foreign equivalent thereof, in connection with activities relating to any Licensed
                                         Product; and in the event that such Party becomes aware of the debarment or disqualification
                                         or threatened debarment or disqualification of any Person providing services to such
                                         Party or any of its Affiliates with respect to any activities relating to any Licensed
                                         Product, such Party will immediately notify the other Party in writing and such Party
                                         will cease,
or cause its Affiliate to cease (as applicable), employing, contracting with, or retaining any such Person to perform any services
relating to any Licensed Product;



 




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		(b)	neither
                                         such Party nor any of its Affiliates will, in connection with the exercise of its rights
                                         or performance of its obligations under this Agreement, directly or indirectly through
                                         Third Parties, pay, promise or offer to pay, or authorize the payment of, any money or
                                         give any promise or offer to give, or authorize the giving of anything of value to a
                                         public official or entity or other Person for purpose of obtaining or retaining business
                                         for or with, or directing business to, any Person, including such Party and its Affiliates,
                                         nor will such Party or any of its Affiliates directly or indirectly promise, offer or
                                         provide any corrupt payment, gratuity, emolument, bribe, kickback, illicit gift or hospitality
                                         or other illegal or unethical benefit to a public official or entity or any other Person
                                         in connection with the exercise of such Party’s rights or performance of such Party’s
                                         obligations under this Agreement; and



 


		(c)	neither
                                         such Party nor any of its Affiliates (or any of their respective employees and contractors),
                                         in connection with the exercise of such Party’s rights or performance of such Party’s
                                         obligations under this Agreement, shall cause the other Party to be in violation of the
                                         FCPA or Export Control Laws.



 


7.6 Performance
by Affiliates, Sub-licensees and Subcontractors. The Parties recognize that each Party may perform some or all of its
obligations or exercise some or all of its rights under this Agreement through one or more Affiliates, subcontractors, or, in
the case of Virpax Sub-licensees; provided, in each case, that (a) none of the other Party’s rights
hereunder are diminished or otherwise adversely affected as a result of such delegation or subcontracting, and (b) each such
Affiliate, subcontractor or Sub-licensee undertakes in writing obligations of confidentiality and non-use regarding
Confidential Information and ownership of Inventions which are substantially the same as those undertaken by the Parties
pursuant to Article 6 and Section 8.1; and provided, further, that such Party shall at all times be fully responsible
for the performance and payment of such Affiliate, subcontractor or Sub-licensee.


 


7.7 Limitation
of Liability. EXCEPT FOR LIABILITY FOR BREACH OF ARTICLE 6 OR IN THE CASE OF FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT,
NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN
CONNECTION WITH THIS AGREEMENT OR ANY LICENSE GRANTED HEREUNDER; provided, however, that this Section 7.7 shall not be
construed to limit either Party’s indemnification obligations under Article 10.


 




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ARTICLE
8.


 


INTELLECTUAL
PROPERTY


 


8.1 Ownership.
As between the Parties, Lipocure is and shall at all times be the sole and exclusive owner of all right, title and interest
in and to the Lipocure Technology, other than Joint Inventions and Joint Patent Rights, and Virpax is and shall at all times be
the sole and exclusive owner of all right, title and interest in and to the Virpax Technology, other than Joint Inventions and
Joint Patent Rights. A Party shall have and retain all right, title and interest in any Invention made solely by one or more employees
or agents of such Party and or its Affiliates or other persons acting under its authority. The Parties shall jointly own rights
in any Invention made jointly by one or more employees or agents of each Party and/or such Party’s Affiliates or other persons
acting under its authority (“Joint Inventions”), and Patent Rights therein (“Joint Patent Rights”).
For clarity, Inventions developed exclusively by one Party and such Party’s Affiliates shall not be considered Joint Inventions.
Subject to the rights and licenses granted under this Agreement, each Party shall have the right to practice and use, and grant
licenses to practice and use, any Joint Inventions without the other Party’s consent and has no duty to account to the other
Party for such practice, use or license, and each Party hereby waives any right it may have under the laws of any country to require
any such consent or accounting. Each Party shall be liable with respect to its own employees for compliance with any applicable
legislation and its own policies concerning employee inventions, including payment of employee invention awards (if any).


 


8.2
Patent Prosecution and Maintenance.




 


		(a)	Lipocure
                                         Patent Rights. Virpax shall have the first right, but not the obligation, to control
                                         the preparation, filing, prosecution and maintenance of Lipocure Patent Rights at Virpax’s
                                         sole expense and by counsel of its choice. Virpax shall keep Lipocure and Yissum reasonably
                                         informed of progress with regard to the preparation, filing, prosecution and maintenance
                                         of such Lipocure Patent Rights and shall provide to Lipocure and Yissum copies of all
                                         material patent office submissions at least thirty (30) days prior to submission and
                                         shall incorporate any reasonable comments made by Lipocure with respect to submission
                                         prior to the relevant submission date. In the event that Virpax desires to abandon or
                                         cease prosecution or maintenance of any Lipocure Patent Right in any country or jurisdiction,
                                         Virpax shall provide written notice to Lipocure of such intention to abandon no later
                                         than seventy (70)
days prior to the next deadline for any action that must be taken with respect
to such Lipocure Patent Right in the relevant patent office. In such case, upon receipt of a written request by Lipocure to assume
responsibility for prosecution and maintenance of such, Lipocure Patent Right, Virpax shall allow Lipocure at its sole cost and
expense and by counsel of its own choice, delivered no later than thirty (30) days after receipt of notice from Virpax to assume
such responsibility.



 




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		(b)	Joint
                                         Patent Rights. Virpax shall have the first right, but not the obligation, to prepare,
                                         file, prosecute and maintain all Joint Patent Rights, at Virpax’s sole expense
                                         and by counsel of its choice. Virpax shall keep Lipocure reasonably informed of progress
                                         with regard to the preparation, filing, prosecution and maintenance of the Joint Patent
                                         Rights, and shall provide to Lipocure copies of all material patent office submissions
                                         within a reasonable amount of time following submission thereof by Virpax. In the event
                                         that Virpax desires to abandon or cease prosecution or maintenance of any Joint Patent
                                         Right, Virpax shall provide written notice to Lipocure of such intention to abandon promptly
                                         after Virpax makes such determination, which notice shall be given no later than seventy
                                         (70) days prior to the next deadline for any action that must be taken with respect to
                                         such Joint Patent Right in the relevant patent office. In such case, Lipocure shall have
                                         the right, in its discretion, exercisable upon written notice to Virpax delivered no
                                         later than thirty (30) days after receipt of notice from Virpax, to assume responsibility
                                         for prosecution and maintenance of such Joint Patent Right, at its sole cost and expense
                                         and by counsel of its own choice, and if Lipocure exercises such right, then Virpax shall
                                         cease to have any rights to such Joint Patent Right; provided that such Joint Patent
                                         Right shall be deemed to be a Lipocure Patent Right and therefore subject to this Agreement.



 


		(c)	Virpax
                                         Patent Rights. Virpax shall have the sole right, but not the obligation, to control
                                         the preparation, filing, prosecution and maintenance of Virpax Patent Rights at Virpax’s
                                         sole expense and by counsel of its choice.



 


		(d)	Cooperation
                                         of the Parties. Each Party agrees to cooperate fully in the preparation, filing,
                                         prosecution and maintenance of Patent Rights under this Agreement and in the obtaining
                                         and maintenance of any patent term extensions, supplementary protection certificates
                                         and the like with respect to any Patent Right as well as in registering the licenses
                                         granted hereunder with the applicable authorities. Such cooperation includes, but is
                                         not limited to: (i) executing
all papers and instruments, or requiring its employees or contractors to execute such papers and instruments, so as to
effectuate the joint ownership of Joint Inventions and Joint Patent Rights set forth in Section 8.1, and to enable the other
Party to apply for and to prosecute patent applications in any country in accordance with the foregoing provisions of this
Section 8.2; and (ii) promptly informing the other Party of any matters coming to such Party’s attention that may
affect the preparation, filing, prosecution or maintenance of any such patent applications.



 






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8.3 Enforcement
and Defense of Patent Rights. Each Party shall notify the other Party in writing within 10 Business Days (except as
expressly set forth below) of becoming aware of any alleged or threatened Infringement by a Third Party of any of the
Lipocure Patent Rights, Joint Patent Rights or Virpax Patent Rights, including (x) any such alleged or threatened
Infringement on account of a Third Party’s manufacture, use or sale of a Licensed Product in the Field, (y) any
certification filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions
in other jurisdictions in connection with an ANDA (an Abbreviated New Drug Application in the United States or a comparable
application for Marketing Approval under Applicable Law in any country other than the United States) or other NDA for a
Licensed Product in the Field (a “Patent Certification”), and (z) any declaratory judgment action filed by
a Third Party that is developing, manufacturing or commercializing a Licensed Product in the Field alleging the invalidity,
unenforceability or non-infringement of any of the Lipocure Patent Rights, Joint Patent Rights or Virpax Patent Rights
((x)-(z), collectively, “Competitive Infringement”); provided, however, that each Party shall
notify the other Party of any Patent Certification regarding any Lipocure Patent Right or Joint Patent Right that it
receives, and such Party shall provide the other Party with a copy of such Patent Certification, within five (5) days of
receipt.




 


		(a)	Competitive
                                         Infringement. Virpax shall have the first right, but not the obligation, to bring
                                         (or defend) and control any action or proceeding with respect to Competitive Infringement
                                         of a Lipocure Patent Right or a Joint Patent Right, in each case that covers a Licensed
                                         Product (collectively, the “Relevant Patent Rights”), at Virpax’s
                                         own expense and by counsel of its own choice. If Virpax fails to bring any such action
                                         or proceeding with respect to Competitive Infringement of any Relevant Patent Right within
                                         ninety (90)
days following the notice of alleged Competitive Infringement, Lipocure shall have the right to bring (or defend) and control
any such action at its own expense and by counsel of its own choice, and Virpax shall have the right, at its own expense, to be
represented in any such action by counsel of its own choice.



 




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		(b)	Other
Infringement. The Parties shall mutually agree on a case-by-case basis (A) whether to bring (or defend) and control any action
or proceeding with respect to Competitive Infringement of any Patent Right that is not a Relevant Patent Right, (B) which Party
would bring (or defend) and control such action, and (C) how the expenses of, and any recovery from, any such action would be
allocated.



 


		(c)	Virpax
                                         Patent Rights. Except as provided in Section 8.4(a), Virpax shall have the sole right,
                                         but not the obligation, to bring (or defend) and control any action or proceeding with
                                         respect to infringement of any Virpax Patent Right at its own expense and by counsel
                                         of its own choice.



 


		(d)	Cooperation.
                                         In the event a Party brings (or defends) an Infringement action in accordance with
                                         this Section 8.3, or in the event a Party is entitled to bring (or defend) an infringement
                                         action in accordance with this Section 8.3 but lacks standing to do so, the other Party
                                         shall cooperate fully, including, if required to bring (or defend) such action, the furnishing
                                         of a power of attorney or being named as a party. Neither Party shall enter into any
                                         settlement or compromise of any action under this Section 8.3 which would in any manner
                                         alter, diminish, or be in derogation of the other Party’s rights under this Agreement
                                         without the prior written consent of such other Party, which shall not be unreasonably
                                         withheld.



 


		(e)	Recovery.
                                         Except as otherwise agreed by the Parties in connection with a cost- sharing arrangement,
                                         any recovery realized by a Party as a result of any action or proceeding pursuant to
                                         this Section 8.3, whether by way of settlement or otherwise, shall be applied first to
                                         reimburse the documented out-of-pocket legal expenses of the Party that brought (or defended)
                                         and controlled such action or proceeding incurred in connection with such action or proceeding,
                                         and second to reimburse the documented out-of-pocket legal expenses of the other Party
                                         incurred in connection with such action or proceeding, and any remaining amounts shall
                                         be retained by the Party that brought (or defended) and controlled such action; provided,
                                         however, that:



 


(i) any
recovery realized by Virpax as a result of any action brought (or defended) and controlled by Virpax pursuant to Section 8.3(a)
or Section 8.3(b) (after reimbursement of the Parties’ documented out-of-pocket legal expenses relating to the action or
proceeding) shall be allocated as follows:


 


(1) compensatory
damages shall, if awarded, be treated as Net Sales of Licensed Products in the quarter in which such damages are received for
purposes of Section 4.3; and


 




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(2)
non-compensatory damages shall be retained by Virpax;
and




 


(ii) any
recovery realized by Lipocure as a result of any action brought and controlled by Lipocure pursuant to Section 8.3(a) or Section
8.3(b) (after reimbursement of the Parties’ documented out-of-pocket legal expenses relating to the action or proceeding)
shall be allocated as follows:


 


(1)
compensatory damages shall be shared equally by the Parties; and


 


 (2) non-compensatory
damages shall be retained by Lipocure.




 


8.4
Patent Term Extensions.


 




		(a)	Lipocure
                                         Patent Rights. Lipocure shall have the right to determine the Lipocure Patent Rights
                                         for which it will apply for extension of patent term in any country and/or region for
                                         any Licensed Product in the Field. Lipocure shall file for any such extension at Lipocure’s
                                         cost and expense. Virpax shall provide all reasonable assistance to Lipocure in connection
                                         with such filings, provided that Lipocure shall pay or reimburse any out-of-pocket costs
                                         incurred by Virpax in providing such assistance. In the event that Lipocure desires to
                                         not apply for a patent extension for any such Lipocure Patent Rights for which there
                                         is a basis to file for such extension, Lipocure shall provide written notice to Virpax
                                         of such intention to not file no later than seventy (70) days prior to the next deadline
                                         for any action that must be taken with respect to such Lipocure Patent Right in the relevant
                                         patent office. In such case, upon receipt of a written request by Virpax to assume responsibility
                                         for prosecution and maintenance of such Lipocure Patent Right, Lipocure shall allow Virpax
                                         at its sole cost and expense and by counsel of its own choice, delivered no later than
                                         30 days after receipt of notice from Lipocure to assume such responsibility, and following
                                         the successful filing of any such extension, such country or region shall no longer be
                                         deemed to be included in the Territory of this Agreement.



 




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		(b)	Joint
Patent Rights. Virpax shall have the right to determine the Joint Patent Rights for which it will apply for patent term extension
in any country and/or region for any Licensed Product in the Field, and Virpax shall file for any such extension at Virpax’s
cost and expense. Each Party shall provide all reasonable assistance to the other Party in connection with such filings, provided
that the Party filing for any such extension shall pay or reimburse any out-of- pocket costs incurred by the other Party in providing
such assistance.



 


		(c)	Virpax
Patent Rights. Virpax shall have the sole right to apply for extension of term for any Virpax Patent Right in any country
and/or region for any product, including, without limitation, any Licensed Product in the Field, at Virpax’s sole cost and
expense.



 


8.5 Infringement
of Third Party Rights. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity
of either Party pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Neither
Party shall have the right to settle any patent infringement litigation under this Section 8.5 in a manner that diminishes the
rights or interests of the other Party without the written consent of such other Party (which shall not be unreasonably withheld).


 


ARTICLE
9.


 


TERM
AND TERMINATION


 


9.1 Term.
The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Article
9, continue until the expiration of the last-to-expire of all royalty payment obligations of Virpax hereunder (the “Term”).


 


9.2
Termination for Material Breach.


 




		(a)	Each
                                         Party shall have the right to terminate this Agreement in its entirety upon written notice
                                         to the other Party if such other Party is in material breach of this Agreement and has
                                         not cured such breach within ninety (90) days after notice from the terminating Party
                                         indicating the nature of such breach,. Such termination shall become effective at the
                                         end of such ninety (90) day period unless the breaching Party has cured such breach prior
                                         to the end of such period. Any right to terminate under this Section 9.2(a) shall be
                                         stayed and the cure period tolled in the event that, during any cure period, the Party
                                         alleged to have been in material breach shall have initiated dispute resolution in accordance
with Article 11 with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved
in accordance with Article 11 and any cure required by such dispute resolution procedures has not been timely effected.



 




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		(b)	Each
                                         Party shall have the right to terminate this Agreement in its entirety upon written notice
                                         to the other Party with immediate effect if such other Party passes a resolution for
                                         voluntary winding up or a winding up application is made against it and not set aside
                                         within 60 days; or (ii) a receiver of a liquidator is appointed for the other Party;
                                         or (iii) the other Party enters into winding up or insolvency or bankruptcy proceedings;
                                         or (iv) the other Party enters into a scheme or arrangement in contemplation of the foregoing
                                         with its creditors. Each of the Parties undertakes to notify the other within seven days
                                         if any of the above mentioned events occur.



 


		(c)	For
                                         clarity, in the event of material breach of this Agreement by Lipocure that is not cured
                                         within the applicable notice period set forth in Section 9.2(a), Virpax, at its sole
                                         discretion, may either:



 


(i) terminate
this Agreement in accordance with Section 9.2(a) (in addition to pursuing any remedy that may be available to Virpax at law or
in equity as a result of Lipocure’s breach of this Agreement); or


 


(ii) elect
(A) not to terminate this Agreement, (B) to retain the license granted under Section 2.1, subject to all terms and conditions
hereof, and (C) pursue any remedy that may be available to Virpax at law or in equity as a result of Lipocure’s breach
of this Agreement, without prejudice to Virpax’s right to terminate this Agreement at a later date pursuant to Section
9.2 (for that uncured material breach or any other uncured material breach of this Agreement by Lipocure) or pursuant to
Section 9.4.


 


9.3 Consequences
of Patent Challenge. In the event that Virpax or its Affiliate directly, or through assistance granted to a Third Party, commences
any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension
of term or the grant of a supplementary protection certificate with respect to, any Lipocure Patent Right, Lipocure shall be entitled
to the following rights:


 


(i) Until
a final decision regarding the challenge process is achieved (the “Challenge Period”), Virpax shall pay
Lipocure an amount equal to 100% of the Royalties set forth in Section 4.3 of this Agreement in consideration for the know-how and any other un-patentable and/or un-registered Intellectual Property licensed to Virpax under this
Agreement.


 






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(ii) If
Virpax’s patent challenge is unsuccessful, in addition to the payments made under section 9.3 (i), (i) Lipocure shall be entitled
to be paid the full and entire amount of Royalties according to section 4.3., which it was entitled to receive during the Challenge
Period. For avoidance of doubt, the amounts paid under section 9.3(i) shall not be deducted from the payment of Royalties under
this section; (ii) Virpax shall reimburse Lipocure for any costs and/or expenses incurred by Lipocure in connection with such
challenge, including without limitation, attorney’s fees.


 


(iii) Lipocure
may terminate this Agreement immediately upon written notice to Virpax.


 


9.4 At-Will
Termination by Virpax. Virpax shall have the right to terminate this Agreement on a country by country basis for any reason
or for no reason at any time upon 180 days’ prior written notice to Lipocure, provided Virpax’s termination shall
not be deemed to cure any breach existing as of the date of such termination and shall not relieve Virpax of its obligation to
pay Royalties pursuant to this Agreement for the period until its effective termination.


 


9.5
Effect of Expiration or Termination.


 




		(a)	Expiration.
                                         Upon expiration (but not on earlier termination) of this Agreement, all licenses
                                         granted by Lipocure to Virpax that were in effect immediately prior to such expiration
                                         shall survive on a non-exclusive basis, subject only to the payments contemplated in
                                         the next sentence of this Section 9.5(a). Notwithstanding anything to the contrary in
                                         this Agreement, pursuant to the expiration of this Agreement and/or any Patent Right
                                         licensed under this Agreement, and as long as Virpax or any of its Affiliates or Sub-licensees
                                         commercialize the Licensed Products and/or the Licensed Compounds, Lipocure shall be
                                         entitled to an amount equal to 50% of the Royalties set forth in Section 4.3 of this
                                         Agreement in consideration for the know-how and any other un-patentable and/or un-registered
                                         Intellectual Property licensed to Virpax under this Agreement.



 


		(b)	Any
                                         Termination. Upon any termination of this Agreement prior to its expiration, the
                                         license (on a country by country basis in the event of partial termination by Virpax
                                         under Section 9.4) granted to Virpax pursuant to Section 2.1 shall automatically terminate
                                         and revert to Lipocure, and all other rights and obligations of the Parties under this
                                         Agreement shall terminate, except
as expressly provided below in this Section 9.5 or elsewhere in this Article 9; provided that Virpax shall retain the right to
sell any existing inventory at the time of termination, provided that any such sales shall be subject to royalty obligations as
set forth in Article IV.



 




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9.6 Accrued
Obligations; Survival. Neither expiration nor any termination of this Agreement shall relieve either Party of any obligation
or liability accruing prior to such expiration or termination, nor shall expiration or any termination of this Agreement preclude
either Party from pursuing all rights and remedies it may have under this Agreement, at law or in equity, with respect to breach
of this Agreement. In addition, the Parties’ rights and obligations under Sections 6.1, 6.2, 6.3, 6.6, 7.7, 8.1, 8.2(c),
8.4(b), 9.5, 9.6, 9.7 and 9.8 and Articles 5, 10, 11 and 12 of this Agreement shall survive expiration or any termination of this
Agreement.


 


9.7 Return
of Confidential Information. Within thirty (30) days following the expiration or termination of this Agreement, except to
the extent that a Party retains a license from the other Party as provided in this Article 9, each Party shall promptly return
to the other Party, or delete or destroy, all relevant records and materials in such Party’s possession or control containing
Confidential Information of the other Party; provided that such Party may keep one copy of such materials for archival purposes
only subject to a continuing confidentiality obligations. Except with respect to a termination or expiration of this Agreement
in which this Agreement provides that Virpax would continue to have the right to develop, manufacture or commercialize Licensed
Products ,, Virpax shall return or transfer or assign to Lipocure, within 14 days of termination or expiration of this Agreement,
all material, Regulatory Approvals as set forth in section 3.2 and/or all the files and information obtained by Virpax, in soft
or hard copy, relating to the Licensed compound, compound Patent Rights or Products connected with this Agreement, and it may
not make any further use thereof. Virpax shall fully cooperate with Lipocure to effect such transfer and assignment and shall
execute any document and perform any acts required to do so. In case of termination as set out herein, Virpax will not be entitled
to any reimbursement of any amount paid to Lipocure under this Agreement. Lipocure, at its expense shall be entitled to conduct
an audit in order to ascertain compliance with this provision upon reasonable notice and during normal business hours and Virpax
agrees to allow access to Lipocure or their representatives for this purpose.


 


9.8 Damages;
Relief. Termination of this Agreement shall not preclude either Party from claiming any other damages, compensation or relief
that it may be entitled to hereunder.


 




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ARTICLE
10.


 


INDEMNIFICATION


 


10.1 Indemnification
by Virpax. Virpax hereby agrees to save, defend, indemnify and hold harmless Lipocure, its Affiliates, its and their respective
officers, directors, agents, employees, successors and assigns (the “Lipocure Indemnitees”) from and against
any and all losses, damages, liabilities, expenses and costs, including reasonable and documented legal expense and attorneys’
fees (“Losses”), to which any Lipocure Indemnitee may become subject as a result of any claim, demand, action
or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise out of or relate to
(a) the gross negligence or willful misconduct of any Virpax Indemnitee (defined below), (b) the breach by Virpax of any warranty,
representation, covenant or agreement made by Virpax in this Agreement, or (c) the development, manufacture, use, sale, offer
for sale or other disposition by or on behalf of Virpax or any of its Related Parties of any Licensed Product; except, (i) in
each case, to the extent such Losses result from the gross negligence or willful misconduct of any Lipocure Indemnitee or the
breach by Lipocure of any warranty, representation, covenant or agreement made by Lipocure in this Agreement and (ii) to the extent
of any Claim for which Lipocure is obligated to indemnify Virpax under Section 10.2.


 


10.2 Indemnification
by Lipocure. Lipocure hereby agrees to save, defend, indemnify and hold harmless Virpax, its Affiliates and their respective
officers, directors, employees, consultants and agents (the “Virpax Indemnitees”) from and against any
and all Losses to which any Virpax Indemnitee may become subject as a result of any claim, demand, action or other proceeding
by any Third Party to the extent such Losses arise out of or relate to (a) the gross negligence or willful misconduct of any Lipocure
Indemnitee, (b) (A) claims with respect to patent infringement patent infringement arising out of the exercise of rights under
the Lipocure Patent Rights or (B) claims with respect to patent infringement or misappropriation of trade secrets arising out
of the exercise of rights under the Lipocure Know-How and (c) the breach by Lipocure of any warranty, representation, covenant
or agreement made by Lipocure in this Agreement; in each case except, (i), in each case, to the extent such Losses result from
the gross negligence or willful misconduct of any Virpax Indemnitee or the breach by Virpax of any warranty, representation, covenant
or agreement made by Virpax in this Agreement and (ii) to the extent of any Claim for which Virpax is obligated to indemnify Lipocure
under Section 10.1.


 






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10.3 Control
of Defense. In the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or
10.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably
practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an
Indemnified Party to give notice of a claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its
indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually
damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of
the defense of the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably
satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in the
defense of the claim. If the Indemnifying Party does not assume control of such defense within 15 days after receiving notice
of the claim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the
Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all
costs, including reasonable and documented attorney fees, incurred by the Indemnified Party in defending itself within thirty
(30) days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may
participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status
of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party
with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim
without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or
conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to
any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all
liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault
by the Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the
application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may
conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party
in accordance with Section 10.1 or 10.2, as applicable, upon resolution of the underlying claim.


 


10.4 Insurance. Each
Party shall procure and maintain adequate levels of insurance that are consistent with industry standards for similarly
situated companies, including comprehensive or commercial general liability insurance (including contractual liability and
product liability). Such insurance shall include commercially reasonable levels of insurance as may be customary in light of
status of activities being conducted. It is understood that such insurance shall not be construed to create a limit of either
Party’s liability with respect to its indemnification obligations under this Article 10 or otherwise. Each Party shall
provide the other Party with written evidence of such insurance upon request. Each Party shall provide the other Party with
written notice at least 30 days prior to the cancellation, non-renewal or material change in such insurance which materially
adversely affects the rights of the other Party hereunder.


 






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ARTICLE
11.


 


DISPUTE
RESOLUTION


 


11.1 Disputes.
Subject to Section 11.3, any claim, dispute, or controversy as to the breach, enforcement, interpretation or validity of this
Agreement (each, a “Dispute”) that cannot be resolved by the Parties within thirty (30) days that a Party is
notified of such Dispute, will be referred to the Chief Executive Officer of Lipocure and the Chief Executive Officer of Virpax
for attempted resolution, with each party exercising good faith in such attempt. In the event such executives are unable to resolve
such Dispute within thirty (30) days of such Dispute being referred to them, then, upon the written request of either Party to
the other Party, the Dispute shall be subject to arbitration in accordance with Section 11.2, except as expressly set forth in
Section 11.3.


 


11.2
Arbitration.


 




		(a)	Any
                                         Dispute arising out of or in connection with, or relating to, this Agreement or the transactions
                                         contemplated by this Agreement or the formation, applicability, breach, termination or
                                         validity thereof, shall be finally settled exclusively by arbitration in accordance with
                                         the Rules of Arbitration of the ICC in effect at the time of the arbitration, except
                                         as they may be modified herein or by mutual agreement of the parties. The arbitration
                                         shall be conducted by three arbitrators (the “Arbitral Tribunal”). Each Party
                                         shall appoint one member of the Arbitral Tribunal and those two members shall jointly
                                         appoint the third member. The arbitration shall be conducted in the English language
                                         and the seat of the arbitration shall be London, England.



 


		(b)	The
                                         agreement to arbitrate under this clause shall be specifically enforceable. Any award
                                         rendered by the Arbitral Tribunal shall be in writing and shall be final and binding
                                         upon the parties, and may include an award of costs, including reasonable legal fees
                                         and disbursements, to the prevailing party. The parties undertake to carry out any award
                                         without delay and waive their right to any form of recourse based on grounds other than
                                         those contained in the United Nations Convention on the Recognition and Enforcement of
                                         Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment
                                         upon any award may be entered by any court having jurisdiction thereof or having
jurisdiction over the relevant party or its assets and, to the maximum extent permitted by Applicable Law, the parties agree that
any court of competent jurisdiction in which enforcement of the award is sought shall have power to enforce the relief awarded
by the Arbitral Tribunal, regardless of whether such relief is characterized as legal, equitable or otherwise.



 




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		(c)	Each
                                         party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
                                         courts of London, England for enforcing the parties’ agreement to arbitrate, enforcing
                                         any arbitration Award or obtaining or enforcing interim measures (including injunctive
                                         relief). THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM
                                         BROUGHT BY ANY PARTY AGAINS T ANY OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION
                                         IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND THE TRANS
                                         ACTION AGREEMENTS OR THE TRANS ACTIONS CONTEMPLATED HEREBY.



 


11.3 Court
Actions. Nothing contained in this Agreement shall deny either Party the right to seek injunctive or other equitable relief
from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such
an action may be filed and maintained notwithstanding any ongoing discussions between the Parties or any ongoing arbitration proceeding.
In addition, either Party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity,
construction, scope, enforceability, infringement or other violations of Patent Rights or other intellectual property rights,
and no such claim shall be subject to arbitration pursuant to Section 11.2.


 


ARTICLE
12.


 


MISCELLANEOUS


 


12.1 Rights
Upon Bankruptcy. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed
to be, for purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction
outside the U.S. (collectively, the “Bankruptcy Laws”), licenses of rights to be
“intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the Term by or
against a Party under Bankruptcy Laws then, unless and until this Agreement is rejected as provided in such Bankruptcy Laws,
such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall
perform all of the obligations provided in this Agreement to be performed by such Party. If a case is commenced during the
Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected as provided in the Bankruptcy Laws and the
other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case
under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including a Title
11 trustee), shall provide to the other Party copies of all Information necessary for such other Party to prosecute, maintain
and enjoy its rights under the terms of this Agreement promptly upon such other Party’s written request therefor. All
rights, powers and remedies of the non-bankrupt Party as provided herein are in addition to and not in substitution for any
and all other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, the
Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws.


 






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12.2 Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of England, excluding its conflicts of
laws principles, except as to any issue which depends upon the validity, scope or enforceability of any Patent, which issue shall
be determined in accordance with the laws of the country in which such patent was issued.


 


12.3 Entire
Agreement; Amendments. This Agreement (including the Exhibits and Schedules hereto) is both a final expression of the Parties’
agreement and a complete and exclusive statement with respect to all of its terms. This Agreement supersedes all prior and contemporaneous
agreements and communications, whether oral, written or otherwise, concerning any and all matters contained herein. The Exhibits
and Schedules to this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement. This Agreement
may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representatives of both
Parties hereto.


 


12.4 Non-Waiver.
The failure of a Party to insist upon strict performance of any provision of this Agreement or to exercise any right arising
out of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole
or in part, in that instance or in any other instance. Any waiver by a Party of a particular provision or right shall be in writing,
shall be as to a particular matter and, if applicable, for a particular period of time and shall be signed by such Party.


 






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12.5 Assignment. Except
as expressly provided hereunder, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise
transferred by either Party without the prior written consent of the other Party (which consent shall not be unreasonably
withheld); provided, however, that either Party may assign this Agreement and its rights and delegate its obligations
hereunder without the other Party’s consent:


 


		(a)	in
                                         connection with the transfer or sale all or substantially all of the business of such
                                         Party to which this Agreement relates to a Third Party (“Third Party Acquirer”),
                                         whether by merger, sale of stock, sale of assets or otherwise (each, a “Sale Transaction”);
                                         or



 


		(b)	to
                                         an Affiliate, provided that the assigning Party shall remain liable and responsible to
                                         the non-assigning Party hereto for the performance and observance of all such duties
                                         and obligations by such Affiliate.



 


The
rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of the successors and
permitted assigns of the Parties, and the name of a Party appearing herein will be deemed to include the name of such Party’s
successors and permitted assigns to the extent necessary to carry out the intent of this section. Any assignment not in accor
dance with this Agreement shall be void. In the event of an assignment and assumption of rights and obligations under this Agreement
to a Third Party in connection with a Sale Transaction, the assigning Party shall be relieved of all obligations to the non-assigning
Party assumed by the applicable Third Party.


 


12.6 Force
Majeure. Each Party shall be excused from liability for the failure or delay in performance of any obligation under this Agreement
by reason of any event beyond such Party’s reasonable control, including but not limited to Acts of God, fire, flood, explosion,
earthquake, or other natural forces, war, civil unrest, acts of terrorism, accident, destruction or other casualty, any lack or
failure of transportation facilities, any lack or failure of supply of raw materials, any strike or labor disturbance, or any
other event similar to those enumerated above. Such excuse from liability shall be effective only to the extent and duration of
the event(s) causing the failure or delay in performance and provided that the Party has not caused such event(s) to occur. The
affected Party shall notify the other Party of such force majeure circumstances as soon as reasonably practical, and shall promptly
undertake all reasonable efforts necessary to cure such force majeure circumstances.


 


12.7 Severability. If
any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby, unless the absence of the invalidated provision(s) adversely affects the substantive rights of the Parties.
The Parties shall in such an instance use their best efforts to replace the invalid, illegal or unenforceable provision(s)
with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of this
Agreement.


 






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12.8 Notices.
All notices which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by
facsimile or electronic mail (in each case, if promptly confirmed by personal delivery, registered or certified mail or overnight
courier), sent by nationally-recognized overnight courier or sent by registered or certified mail, postag e prepaid, return receipt
requested, addressed as follows:


 


	If to Lipocure, to:	LipoCure Ltd.
	 	 
	 	Hi-Tech Park, Givat Ram,
	 	P.O.B. 39135 
	 	Jerusalem 91390, Israel 
	 	Attn: Liana Patt, CEO
	 	 
	with a copy to:	S. Friedman & Co.’ Advocates
	 	Amot Investments Building 
	 	2 Weitzman Street
	 	Tel Aviv, Israel 6133101 
	 	Attn: Sarit Molcho
	 	Facsimile No.: +972-3-693-1930
	 	 
	If to Virpax, to:	Virpax Pharmaceuticals, Inc.
	 	101 Lindenwood Drive
	 	Suite 225
	 	Malvern, PA 19355

                                           USA

	 	Attn: Anthony Mack
	 	 
	with a copy to:	Lowenstein Sandler, LLP
	 	One Lowenstein Drive 

Roseland, New Jersey 07068 

USA
	 	
        Attn: Michael J. Lerner

        Facsimile No.: +1 973-597-6395



 






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or
to such other address(es) as the Party to whom notice is to be given may have furnished to the other Party in writing in
accordance herewith. Any such notice shall be deemed to have been given: (a) when delivered, if personally delivered or sent
by facsimile on a business day (or if delivered or sent on a non-business day, then on the next business day); (b) on the
business day after dispatch, if sent by nationally- recognized overnight courier; or (c) on the third (3rd) business day
following the date of mailing, if sent by mail.


 


12.9 Interpretation.
The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof
are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement, or have any
effect on its interpretation or construction. All references in this Agreement to the singular shall include the plural where
applicable. The term “including” or “includes” as used in this Agreement means including, without limiting
the generality of any description proceeding such term, and the word “or” has the inclusive meaning represented by
the phrase “and/or.” Unless otherwise specified, references in this Agreement to any section shall include all subsections
and paragraphs in such section and references in this Agreement to any subsection shall include all paragraphs in such subsection.
All references to days in this Agreement shall mean calendar days, unless otherwise specified. Ambiguities and uncertainties in
this Agreement, if any, shall not be interpreted against either Party, irrespective of which Party may be deemed to have caused
the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, and the English language shall
control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic,
oral or other communications between the Parties regarding this Agreement shall be in the English language.


 


12.10 Relationship
between the Parties. The Parties’ relationship, as established by this Agreement, is solely that of independent contractors.
This Agreement does not create any partnership, joint venture or similar business relationship between the Parties. Neither Party
is a legal representative of the other Party, and neither Party may assume or create any obligation, representation, warranty
or guarantee, express or implied, on behalf of the other Party for any purpose whatsoever.


 


12.11 Cumulative
Remedies. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition
to any other remedy referred to in this Agreement or otherwise available under law.


 


12.12 No
Third Party Rights. The provisions of this Agreement are for the exclusive benefit of the Parties, and no other person or
entity shall have any right or claim against any Party by reason of these provisions or be entitled to enforce any of these provisions
against any Party.


 




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12.13 Further
Assurances. Each Party agrees to do and perform all such further acts and things and will execute and deliver such other agreements,
certificates, instruments and documents necessary or that the other Party may deem advisable in order to carry out the intent
and accomplish the purposes of this Agreement and to evidence, perfect or otherwise confirm its rights hereunder.


 


12.14 Costs.
Except as specifically provided in this Agreement, each Party shall be solely responsible for all costs, fees and other expenses
incurred in connection with this Agreement.


 


12.15 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original document, and all of which, together
with this writing, shall be deemed one instrument. This Agreement may be executed by facsimile or PDF signatures, which signatures
shall have the same force and effect as original signatures.


 


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of this page intentionally left blank.]


 




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


 


	LipocureRX,
    Ltd.	 
	 	 	 
	By:	/s/
    Yechezkel Barenholz	 
	Name: 	YECHEZKEL
    BARENHOLZ	 
	Title:	Prof Director
    & CSO	 
	 	 	 
	/s/
    Dr. Liana Patt	 
	Dr.
    Liana Patt, CEO, LIPOCURE	 


 


 


 


[Signature
Page to Lipocure License Agreement]


 






    


    


    

 


	VIRPAX PHARMACEUTICALS, LLC
	 	                            	 
	By:	/s/ Anthony
    Mack	 
	Name: 	Anthony Mack 	 
	Title:	CEO	 


 


 


 


[Signature
Page to Lipocure License Agreement]


 




    


    


    

 


Exhibit
A


 


LIPOCURE
PATENTS


 


 


Family:         3374                    Title:
[**]


 


	Inventor
	Cohen Rivka
	Barenholz Yechezkel



 


	 	 	 	 	 	 	 	 	Application	 	Patent	 
	Patent ID	 	Status	 	 	Country	 	 	Date	 	 	Number	 	Date	 	 	Number	 
	3374-00	 	Expired	 	 	US	 	 	 	7/10/2008	 	 	61/103,440	 	 	 	 	 	 	 	 
	3374-01	 	Exhausted	 	 	PCT	 	 	 	11/10/2009	 	 	PCT/IL2009/000966	 	 	 	 	 	 	 	 
	3374-02	 	Exhausted	 	 	PCT	 	 	 	11/10/2009	 	 	PCT/IL2009/000967	 	 	 	 	 	 	 	 
	3374-03	 	Granted	 	 	US	 	 	 	21/03/2017	 	 	13/123,130	 	 	25/07/2017	 	 	 	9,713,591	 
	3374-04	 	Examination	 	 	Europe	 	 	 	11/10/2009	 	 	9756063.5	 	 	 	 	 	 	 	 
	3374-05	 	Granted	 	 	China	 	 	 	11/10/2009	 	 	200980148060.50	 	 	20/01/2016	 	 	 	200980148060.50	 
	3374-14	 	Examination	 	 	US	 	 	 	10/10/2009	 	 	15/626,836	 	 	 	 	 	 	 	 



 






    


    


    

 


Exhibit
B


 


VIRPAX
SPECIFICATIONS