Exhibit 10.9


 


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

likely cause competitive harm if publicly disclosed.


 


SECOND
AMENDMENT TO LICENSE AGREEMENT


 


This
Second Amendment to License Agreement (this “Amendment”) is made effective as of October 9, 2017 (the “Second
Amendment Effective Date”) between Virpax Pharmaceuticals, Inc. (“Virpax”) and MedPharm Limited (“MedPharm”).
Virpax and MedPharm are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”


 


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


 


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


 


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


 


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


 


		1.	Amendments.



 


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



 


Intentionally
Omitted.


 


		b.	Section
                                         4.2 of the License Agreement is hereby amended to increase the Developmental Milestone
                                         payment payable in connection with the first dosing of a human subject in a clinical
                                         trial from [**] to:



 


[**].


 


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



 


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



 






     


     


    

 


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

 likely cause competitive harm if publicly disclosed. 


 


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


 


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


 


 [signature
page to MedPharm Amendment]