Exhibit 10.34


 


Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation
S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information
that the registrant treats as private or confidential. Redacted information is indicated by: [***]


 


SERVICE AGREEMENT


 


Between


 


UNIVERSITY OF SASKATCHEWAN

a statutory corporation pursuant to The University of Saskatchewan Act, 1995, of Saskatchewan

as represented by its Vaccine and Infectious Disease Organization-International Vaccine Centre,

a division of the University of Saskatchewan, having an office at 120 Veterinary Road,

Saskatoon, Saskatchewan, Canada S7N 5E3 (hereinafter “VIDO-InterVac”)


 


and


 


ProMIS Neurosciences, Inc.

a body corporate under the laws of Canada, having an office for the conduct of its business

located at 1920 Yonge St., Suite 200, Toronto, Ontario, Canada M4S 3E2 (hereinafter the

 “Purchaser”)


  


WHEREAS the Purchaser wishes to engage
the services of VIDO-InterVac on the terms and conditions and understandings hereinafter set forth; and,


 


WHEREAS VIDO-InterVac is willing to perform
the services, and to make its premises, facilities, and services available, and VIDO-InterVac wishes to perform the services;


 


WHEREAS the Purchaser and VIDO-InterVac
may wish to pursue a collaboration including animal studies and funding to further develop the Material if the Services produces positive
results


 


NOW THEREFORE, in consideration of the
foregoing premises, and the mutual covenants herein contained, the Parties hereby agree as follows:


 


		1.	OBLIGATIONS OF THE PURCHASER



 


1.1           The Purchaser shall provide to VIDO-InterVac funds in the amount of [***] ($[***]) (the “Fee”) for conducting the work
as specified in Appendix A as Stage 1 (the “Services”). Seventy Five percent of the Fee ($[***]) shall be due upon execution
of this Agreement, and the remaining twenty five per cent of the Fee ($[***]) shall be due 30 days after the final report has been received
as per Section 2.4. No work will be performed on the Services until initial payment is received by VIDO-InterVac. Appropriate invoices
will be emailed to [***] by University of Saskatchewan Controller’s Office.


 


1.2          If
payment is not received prior to the expiry of the thirty (30) day period following execution of the Agreement or receipt of final report,
then interest will accrue on the outstanding balance at the rate of one and one half percent (1.5%) per month.


 


1.3           Purchaser
shall provide test material (the “Material”) as further described in Appendix A to VIDO-InterVac at the sole risk and
expense of Purchaser. Purchaser shall be responsible for complying with all laws and regulations concerning the export of the
Material and assumes all liability for the transport and delivery of the Material. Purchaser will obtain any appropriate import
permit as may be required for the import of any biological samples resulting from the performance of the Services (the
 “Resulting Material”) as further described in Appendix A. VIDO-InterVac will provide reasonable assistance to Purchaser
to obtain the permit.


 








    Page 1 of 9


     


    

 


1.5           If applicable, Purchaser shall be liable for the replacement cost of any animal that dies or is euthanized solely as a result of
an adverse reaction to any vaccination administered in performance of the Services.


 


1.6           Purchaser
shall complete a short user satisfaction survey (attached as Appendix B) within 30 days of the end of Term.


 


		2.	OBLIGATIONS OF VIDO-InterVac



 


2.1           VIDO-InterVac
shall receive and administer the Fee in accordance with the terms of this Agreement. VIDO-InterVac shall carry out the Services in accordance
with acceptable research standards, the research policies of VIDO-InterVac, and in accordance with the proposal approved by the Purchaser
(Appendix A). VIDO-InterVac shall not disclose, transfer or distribute any Material to any third party, or otherwise use any Material
in any research or other activity, outside of the Services hereunder without the written direction or consent of the Purchaser.


 


2.2           VIDO-InterVac
will apply to obtain any appropriate import permit as may be required for the import of any Material. Purchaser will provide all assistance
required to VIDO-InterVac to obtain the permit.


 


2.3           VIDO-InterVac
shall use the Material only in performing the Services. Upon completion of the Services any unused Material shall be destroyed. Any Resulting
Material will be kept for 3 months after the expiry of this Agreement at which point Resulting Material will be destroyed unless otherwise
agreed to by the Parties.


 


2.4           VIDO-InterVac
shall provide the Purchaser a final report upon completion of the Services. This report will contain data, but no intellectual contribution
(such report and all such data and related information being the “Data”).


 


2.5           VIDO-InterVac
shall comply with all applicable laws, rules and regulations concerning the Services, the Material, the Resulting Material and the Data.


 


2.6           VIDO-InterVac
will permit the use of VIDO-InterVac premises, facilities, and services for the research in accordance with the applicable policies and
priorities of the VIDO-InterVac.


 


2.7           Upon
request VIDO-InterVac will permit a representative of the Purchaser, including agents, to visit the premises of VIDO-InterVac from time
to time to oversee the Services (each a “Visitor”). Prior to any Visitor entering VIDO-InterVac, VIDO-InterVac requires
the following from Purchaser and/or Visitor


 


		1.	a letter stating that Visitor is at VIDO-InterVac for Purchaser’s employment purposes



		2.	a copy of government issued photo identification (e.g., passport or drivers license).



 






    Page 2 of 9


     


    

 


Purchaser may also request to VIDO-InterVac that
the Visitor be permitted to actively participate in the Services (“Participating Visitor”). If VIDO-InterVac agrees
to allow a Participating Visitor, the Purchaser and/or Participating Visitor agree to the following:


 


		3.	Supply proof of liability insurance as per Section 7.1,



		4.	Complete University of Saskatchewan specific online Biosafety Training and Animal Training (as required)
and VIDO-InterVac specific containment level 3 (CL3) training (CL3 work only) and CL3 Lab Specific Training as required.



		5.	A signed agreement to abide by the operational policies of VIDO-InterVac.



 


In addition, security background checks will be
required for any Participating Visitor working in containment level 3, but may be required for any Participating Visitor at VIDO-InterVac’s
discretion.


 


		3.	CONFIDENTIALITY



 


3.1           The
Parties agree to keep confidential and not disclose to others information designated in writing as confidential and supplied by them
for the purpose of developing the Services ("Confidential Information"). The obligation to keep such information confidential
shall not apply to information which:


 


		(a)	is already known to the Party to which it is disclosed;



		(b)	is or becomes part of the public domain without breach of this Agreement;



		(c)	is obtained from third parties which have no obligation to keep confidential to the contracting parties;



		(d)	is required to be disclosed by law, but only to the extent so required.



 


The Parties agree not to use Confidential Information
for any purpose other than the purposes set forth in this Agreement for a period of five (5) years from the Effective Date of this Agreement.


 


		4.	TERM, AMENDMENT, RENEWAL AND TERMINATION



 


4.1           The
term of this agreement shall be from 1-September-2020 (“Effective Date”) to 28-February-2021 (“Term”). The performance
of the Services is contingent upon the Material arriving at VIDO-InterVac in a timely manner. If the Material does not arrive at VIDO-InterVac
in time such that the Term remains suitable the Parties may extend the Term. The Parties may only further amend, renew or extend the
Agreement by mutual consent and in writing.


 


4.2           This Agreement may be terminated by either Party by giving thirty (30) days written notice to the other. In the event of termination,
the Parties shall take all necessary steps to effect the orderly termination of the Services, including any final reporting required.
The Purchaser agrees that the Fee is non-refundable. If VIDO-InterVac fails to obtain any import permit required for the Material within
the Term VIDO-InterVac shall return any uncommitted funds, less administrative expenses, to the Purchaser.


 


		5.	OWNERSHIP OF MATERIAL, RESULTING MATERIAL, DATA AND PUBLICATION.



 


5.1           Unless
otherwise agreed to in writing, all Material, Resulting Material and Data resulting from the Services shall become property of Purchaser.
Notwithstanding the above, the Parties agree that VIDO-InterVac shall retain ownership to its background intellectual property and material
(including but not limited to cell lines and challenge strains) and all rights to any processes, software (including codes), technology,
means and know-how developed by it in the performance of the Services, including, without limitation, those which relate to laboratory
testing, animal models and data collection or management.


 






    Page 3 of 9


     


    

 


5.2           VIDO-InterVac agrees that no right or license to the Material is granted or implied as a result of the Services hereunder.


 


5.3           Notwithstanding
anything to the contrary in this Agreement VIDO-InterVac may disclose the identity of the Purchaser as a supporter of VIDO-InterVac.


 


5.4           Purchaser acknowledges that publication is important to VIDO-InterVac; however, VIDO-InterVac will not publish or disclose any
Data or results generated as a result of its performance of the Services to any third party without Purchaser’s prior written consent.
If Purchaser consents to publication of Data or results from Services, VIDO-InterVac will give Purchaser sixty (60) days in which to review
and comment thereon prior to publishing. If the publication is joint, the Purchaser and VIDO-InterVac will work together to draft the
publication.


 


		6.	WARRANTY



 


6.1           VIDO-InterVac
provides no warranties, whether statutory, express or implied, with respect to the results of the Services requested by the Purchaser.
If the Purchaser should decide to take action based on the results of the Services provided, the implementation and results of such action
shall be at the Purchaser's own risk. The Purchaser waives any claims that it may have against VIDO-InterVac regarding the use of such
results.


 


		7.	INSURANCE & INDEMNIFICATION



 


7.1           The
Purchaser, at its own expense and without limiting its liabilities herein, shall insure its operations under a contract of General Liability
Insurance, in an amount not less than $5,000,000 inclusive per occurrence, insuring against bodily injury, personal injury and property
damage including loss of use thereof. This insurance shall include blanket contractual liability. Proof of insurance must be provided
prior to Service being initiated.


 


7.2           The
Purchaser shall indemnify and save harmless VIDO-InterVac, and its respective administrators, officers, students and employees, from
and against any and all liability, loss, and expense (including reasonable solicitor's fees and expenses of litigation) on claims relating
to injury or damages arising out of or resulting from, or that are alleged to arise out of or result from, the actions or omissions by
the Purchaser, its servants or agents, with respect to or connected with the Services provided pursuant to this Agreement; except to
the extent that any such liability, loss and /or expense is the result of VIDO-InterVac’s negligence or willful misconduct.


 


		8.	NOTICES



 


Any notice, approval, consent or other communication
under this Agreement shall be effectively given if in writing and delivered in person, by courier, by registered mail or if transmitted
by facsimile addressed to a Party at its address as follows:


 






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		Purchaser:	ProMIS Neurosciences, Inc.

1920 Yonge St., Suite 200

Toronto, Ontario M4S 3E2

Fax: [***]



 


Attention: Dr. Elliot Goldstein (CEO)


Email: [***]


 


	VIDO-InterVac:	[***]



Fax: [***]

Attention: Business Development
	 	 
	and copy to: 	University of Saskatchewan

[***]


 

Fax: [***]


Attention: Contracts Specialist


Email: [***]





 


Any such notice is deemed to have been received:


		a.	on the day of delivery, if hand delivered;



		b.	when the Party acknowledges receipt, if sent by registered mail; and



		c.	the day of transmission with a receipt notification, if sent by facsimile.



 


Either Party may change the above-noted address
by way of a notice sent in accordance with this Section.


 


		9.	GENERAL CONDITIONS



 


9.1           VIDO-InterVac
shall be deemed to be and shall be an independent contractor and as such VIDO-InterVac shall not be entitled to any benefits applicable
to employees of the Purchaser. Nothing herein shall be considered as placing VIDO-InterVac and the Purchaser in the position of partners
or joint venturers.


 


9.2           Neither
Party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract,
warranty or representation as to any matter, except as may be explicitly provided for herein or authorized in writing. Neither shall
be bound by the acts or conduct of the other.


 


9.3           VIDO-InterVac
may not assign this Agreement without the written consent of Purchaser. Subject to the limitation of assignment of this Section 9.3,
this Agreement shall be binding upon the Parties and their respective successors and assigns.


 


9.4           Purchaser
shall not use or permit others to use the name of the VIDO-InterVac, or refer to their participation in the research and the Services,
for any sales or promotional purposes without the written consent of VIDO-InterVac.


 






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9.5           This Agreement, including Appendix A, constitutes the entire understanding between the Parties. No modification or alteration
of this Agreement will be effective unless agreed to in writing by the Parties.


 


		10.	DISPUTES RESOLUTION



 


10.1         Disputes
which the Parties cannot resolve by negotiation will be submitted to arbitration in accordance with the provisions of The Arbitration
Act, 1992, Statutes of Saskatchewan, or its successor legislation in force from time to time.


 


10.2         The
Parties shall appoint a single arbitrator to adjudicate the issue. If the Parties cannot agree on a single arbitrator, the opposing disputing
party shall each appoint one arbitrator and the two arbitrators shall appoint a third, and the three arbitrators shall constitute the
panel.


 


10.3         The
panel’s adjudication of unanimity or two-thirds majority shall be binding on the Parties. The Parties shall each bear its own proportionate
share of the arbitration costs unless otherwise awarded by the arbitrator.


 


		11.	FORCE MAJEURE



 


11.1         “Force
Majeure” means anything outside the reasonable control of a Party, including but not limited to, acts of God, fire storm, earthquake,
explosion, accident, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labour dispute, labour shortage, transportation
embargo, failure or delay in transportation, or an act or omission (including laws, regulations, disapprovals or failure to approve)
of any government or government agency.


 


11.2         If
VIDO-InterVac is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then its obligations
to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure. As soon as practicable after an
event of Force Majeure arises, VIDO-InterVac shall notify the other Party of the extent to which it is unable to perform its obligations
under this Agreement.


 


11.3         VIDO-InterVac shall be not responsible to another for any delay in the performance of, or failure to perform, its obligations under
this Agreement where such delay or failure is caused by circumstances beyond the reasonable control of VIDO-InterVac, including, without
limitation, causes including strikes, lockouts or any other labour disruptions, war, natural disaster, disease or epidemic, or acts of
God. In the event of any such delay or failure in performance, VIDO-InterVac shall be granted an extension of time for performance that
is equitable in light of the cause of the delay.


 


		11.	COUNTERPARTS



 


This agreement may be executed in one or more
counterparts, each of which together shall constitute one and the same Agreement. For purposes of executing this Agreement, a facsimile
(including a PDF delivered via email) copy of this Agreement, including the signature pages, will be deemed an original.


 






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		12.	GOVERNING LAW



 


This Agreement shall be governed by and interpreted
in accordance with the laws of the Province of Saskatchewan and the Parties hereby expressly attorn to the jurisdiction of the courts
of Saskatchewan for enforcement thereof.


 


IN WITNESS WHEREOF, the
duly authorized officers of the Parties have executed this Agreement on the date last written below.


 


AGREED:


 


	PURCHASER      	 	 
	 	 	 
	 /s/ Elliot Goldstein	 	 
	Name: Elliott Goldstein	 	Date  
	Title: President & CEO	 	 
	 	 	 
	/s/	 	 
	Witness:	 	Date 







 


	UNIVERSITY OF SASKATCHEWAN	 	 
	 	 	 
	/s/	 	 
	For Chair, Board of Governors	 	Date 
	 	 	 
	/s/	 	 
	For Secretary, Board of Governors	 	Date 
	 	 	 
	Acknowledged by:	 	 
	 	 	 
	/s/ Volker Gerdts	 	 
	Volker Gerdts, Director 	 	 





 






    Page 7 of 9


     


    

 


APPENDIX A – THE SERVICES


 


[Intentionally omitted]


 






    Page 8 of 9


     


    




 


APPENDIX B – USER SATISFACTION SURVEY


 


[Intentionally omitted]


 



    Page 9 of 9