Exhibit
10.6


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is entered into as of March 11, 2020 (the “Effective Date”),
by and between Virpax Pharmaceuticals, Inc., a Delaware corporation, located at 101 Lindenwood Drive, Suite 225, Malvern, PA 19355
(“Virpax”), and Gerald W. Bruce, located at [***] (“Consultant”).


 


AGREEMENT


 


In
consideration of the covenants set forth below, the parties agree as follows:


 


	1.	Consulting
                                         Services.  Whereas Virpax is seeking to gain advice related to EVP, Commercial Operations
                                         (as further described herein) and Consultant has the knowledge, expertise and experience
                                         required to assist Virpax with the Consulting Services described herein. The Consultant
                                         agrees to perform consulting and advisory services as may be requested by Virpax, related
                                         to Virpax’s products, and as Virpax and the Consultant shall agree from time to
                                         time. The Consultant shall render services either in person at Virpax’s location
                                         or by telephone, as Virpax may reasonably request. Such Consulting Services shall consist
                                         of, but not limited to, the following duties:



 


		●	Reviewing
                                         Business Development Opportunities 
		●	Reviewing
                                         Business Analytics and Forecast modeling
		●	Establishing
                                         Market Segmentation guidelines with business analytics 
		●	Assisting
                                         with the Commercial Infrastructure, including, training, marketing, trade, market access,
                                         CRM, and sales. 
		●	Commercial
                                         Advisor to the Board of Directors
		●	Advising
                                         the President and CEO 
		●	Overseeing
                                         Contract Sales Organization (Syneos) 
		●	Advising
                                         commercial strategy with IPO 



 


If
you continue to be engaged under the Terms of this Agreement, at the time Virpax completes and Initial Public Offering (“IPO”)
or commercially launches its first product (whichever comes first), Virpax will offer you a full-time position with the compensation
to be determined at that time.


 


	2.	Compensation.
                                         In consideration of the provision of said Consulting Services, Virpax shall
                                         compensate Consultant as follows:



 


		●	As
                                         full and complete consideration for the successful completion of the Consulting Services
                                         for Virpax, Virpax shall grant Consultant stock options in Virpax equivalent to 75,000
                                         shares of Virpax stock. Such shares shall be issued within thirty (30) days following
                                         the end of the Term. The stock option will be subject to the terms of the Virpax Equity
                                         Incentive Plan and a stock option agreement to be executed by Consultant as a condition
                                         of the grant. The stock options shall be the sole compensation paid to Consultant during
                                         this Term except for the reimbursable expenses as set forth herein. 



 


		●	Consultant
                                         will submit a monthly report for all services hereunder containing a detailed description
                                         of the services performed including the dates and time spent on the Consulting Services.



 






      


     


    

 


Consulting Agreement


 


		●	Virpax
                                         will also reimburse Consultant for all reasonable, documented travel and other direct
                                         out-of-pocket expenses related to the Consulting Services, provided that Virpax has approved
                                         all expenditures in writing in advance of incurring such expenditures. A written request
                                         for reimbursement shall be forwarded monthly to Virpax listing all expenses (and related
                                         written documentation), with a description of Consultant’s activities. All requests
                                         for reimbursement shall be sent monthly to the address as follows:



 


Attn:
Accounts Payable


Virpax
Pharmaceuticals Inc.


101
Lindenwood Drive, Suite 225


Malvern,
PA 19355


Email:
accounts-payable@virpaxpharma.com


 


Virpax
shall reimburse such approved expenses within thirty (30) days of receipt of Consultant’s accurate written request
for reimbursement.


 


	3.	Term.
                                         The term of this Agreement is for one (1) year from the Effective Date. Thereafter,
                                         the Agreement may be renewed for additional periods by mutual written agreement of the
                                         parties. Notwithstanding the foregoing, either party has the right to terminate this
                                         Agreement at any time on fifteen (15) days advance written notice specifying the effective
                                         date of such termination. In the event of any such early termination, compensation will
                                         be paid solely for the unreimbursed expenses by Consultant for the period up to and including
                                         the date of such termination. Compensation of share options will only be paid upon completion
                                         of the Consulting Services as described herein. 



 


	4.	Independent
                                         Contractor Status and Compliance with Laws. Consultant will be an independent contractor
                                         and will have sole control of the manner and means of performing Consultant obligations
                                         under this Agreement. Consultant will not be considered an agent or legal representative
                                         of Virpax. Consultant shall have no authority to commit or bind Virpax in any way. Consultant
                                         will be solely responsible for withholding and paying all applicable payroll taxes of
                                         any manner, including social security and other social welfare taxes or contributions
                                         that may be due on amounts paid to Consultant hereunder. In performing the Services,
                                         Consultant agrees to comply with all applicable federal, state and local laws (“Applicable
                                         law”). Consultant is under no obligation, express or implied, to purchase, prescribe,
                                         or otherwise support Virpax products. Further Consultant shall comply with the Virpax
                                         Code of Ethics. 



 


	5.	Immigration
                                         Status. As Consultant is an independent contractor, the parties agree that Virpax
                                         is not responsible for verification of the work authorization of Consultant and/or Consultant’s
                                         employees. Consultant represents and warrants that the Consultant and any employees of
                                         the Consultant are authorized to work and are not acting and will not act during the
                                         terms of the Agreement in violation of the Immigration Reform and Control Act of 1986
                                         and its amendments and the regulations there under. Consultant will indemnify and hold
                                         Virpax harmless against all liabilities, including any fines, penalties, and or attorney’s
                                         fees incurred because Consultant and/or Consultant’s employees are not authorized for
                                         employment in the United States.



 


	6.	Absence
                                         of Conflicts. Consultant warrants that:



 


		●	Consultant
                                         is free to provide consulting services in accordance with the terms of this Agreement
                                         without violation of obligation to any third party, and by providing consultation services
                                         to Virpax Consultant will have no conflict of interest with any third party, including
                                         any employment relationships Consultant may have. 



 


		●	Consulting
                                         services will be provided on the Consultant’s personal time and not while on the
                                         premises of any employer of Consultant. Consultant further warrants that consulting services
                                         will be provided without use of any employer’s resources and facilities.



 






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Consulting Agreement


 


		●	If
                                         Consultant is a member of a committee that sets formularies or develops clinical guidelines,
                                         Consultant shall disclose to such committee the existence and nature of this Agreement
                                         and his/her relationship with Virpax. This disclosure requirement to any such committee
                                         shall extend for a minimum of two (2) years beyond the termination or expiration this
                                         Agreement. Further, Consultant shall follow all procedures set forth by such committee
                                         of which he/she is a member. 



 


		●	Consultant
                                         and Consultant’s representatives, including its subsidiaries, affiliates, directors,
                                         officers, agents, employees, and contractors shall comply with Anticorruption Laws (defined
                                         below) and shall not cause the other party, its subsidiaries or affiliates (collectively,
                                         “Affiliates”) to be in violation of any Anticorruption Law. “Anticorruption
                                         Laws” mean collectively: (i) the Foreign Corrupt Practices Act (15 U.S.C.
                                         Section 78dd-1, et. seq.) as amended (the “FCPA”); (ii) any
                                         applicable legislation or regulation implementing the Organization for Economic Cooperation
                                         and Development Convention Against Bribery of Foreign Public Officials in International
                                         Business Transactions (such convention, including the rules and regulations thereunder,
                                         (the “OECD Convention”); (iii) the U.K. Bribery Act of 2010 (“Bribery
                                         Act”), and (iv) all other applicable laws, regulations, orders, judicial decisions,
                                         conventions and international financial institution rules regarding domestic or international
                                         corruption, bribery, ethical business conduct, money laundering, political contributions,
                                         gift and gratuities, or lawful expenses to public officials and private persons, agency
                                         relationships, commissions, lobbying, books and records, and financial controls.



 


	7.	Rights
                                         in Work Product. Virpax will own all right, title and interest in all data, inventions,
                                         discoveries, drug product, formulations, product designs, know-how, formulas, ideas,
                                         studies, reports, documents, publications and the like or other information conceived,
                                         prepared, or created by Consultant during the term of this Agreement in the providing
                                         of consulting services hereunder. Consultant agrees to assign and hereby assigns to Virpax
                                         its rights in all copyrights, patents, trademarks, or other intellectual property of
                                         any kind arising from the work performed under this Agreement, which will be the sole
                                         property of Virpax, including all rights to reproduce and distribute. Consultant shall
                                         promptly disclose any such intellectual property to Virpax and assist Virpax in applying
                                         for, maintaining, or otherwise securing legal protection for the same, and Consultant
                                         agrees to execute any papers, documents or letters necessary to vest title in the intellectual
                                         property in Virpax.



 


	8.	Non-compete.
                                         Consultant represents that it has disclosed, and will disclose, to Virpax any agreements
                                         that it has, or will have, to work on products that are, or will be, in direct competition
                                         with products being developed or marketed by Virpax.



 


	9.	Hiring
                                         of Virpax Employees. During the term of this Agreement and for a period of one (1)
                                         year from the termination of this Agreement, Consultant will not, directly or indirectly,
                                         solicit for employment or hire for employment any employee of Virpax with whom Consultant
                                         has had contact or who becomes known to Consultant, whether before or after the date
                                         hereof, in connection with providing the consulting services set forth herein.



 


	10.	Severability.
                                         Should any part of this Agreement be unenforceable or in conflict with the applicable
                                         laws or regulations of any jurisdiction, the invalid or unenforceable part or provision
                                         will be replaced with a provision that accomplishes, to the extent possible, the original
                                         business purpose of such part or provision in a valid and enforceable manner, and the
                                         remainder of this Agreement will remain binding upon the parties.



 






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Consulting Agreement

 


	11.	Governing
                                         Law and Dispute Resolution. This Agreement shall be governed by and construed in
                                         accordance with the laws of the State of Delaware without giving effect to the principles
                                         of conflict of laws. The parties irrevocably and unconditionally consent to submit to
                                         the exclusive jurisdiction of the courts of the State of Delaware and of the United States
                                         of America located in the State of Delaware for any actions, suits or proceedings arising
                                         out of or related to this Agreement. This Agreement is deemed by parties to have been
                                         executed and delivered in Malvern, Pennsylvania.



 


	12.	Indemnity.
                                          Consultant hereby agrees to indemnify, defend and hold harmless Virpax and any of
                                         its affiliates, officers, directors and agents and employees (“Virpax Indemnitee”),
                                         from and against any and all losses, liabilities, damages, judgments, costs and expenses,
                                         including, without limitation, attorneys’ fees and court costs resulting from any
                                         claim asserted, action or suit brought by third-parties against Virpax Indemnitees due
                                         to (i) Consultant’s gross negligence or willful misconduct in connection with this Agreement;
                                         or (ii) as the result of Consultant’s breach of its obligations under this Agreement.



 


	13.	Entire
                                         Agreement, Survival of Certain Provisions and Amendments. This Agreement together
                                         with the Confidentiality Agreement dated July 9, 2017 represents the entire understanding
                                         between the parties as of the date of this Agreement with respect to the subject matter
                                         described, by and between Consultant and Virpax, and supersedes all prior agreements,
                                         negotiations, understandings, representations, statements, and writings between the parties.
                                         Sections 5-14 and the Confidentiality Agreement referenced herein shall survive any expiration
                                         or termination of this Agreement. No modification, alteration, waiver or change in any
                                         of the terms of this Agreement will be valid or binding upon the parties unless made
                                         in writing and specifically referring to this Agreement and signed by each of the parties
                                         listed.



 


	14.	Representations
                                         and Warranties. Consultant represents and warrants to Virpax that (a) Consultant
                                         will perform all services hereunder in a professional manner in accordance with all policies;
                                         (b) Consultant is not on the General Services Administrations’ List of parties
                                         excluded from Federal Programs; (c) Consultant has the full power of authority to enter
                                         into this Agreement and to perform the obligations set forth herein; (d) Consultant’s
                                         entering into this Agreement and fulfillment of Services will not infringe any third
                                         party’s contractual or intellectual property rights.



 


	15.	Assignment.
                                         Consultant shall not assign, transfer, or subcontract this Agreement or any of its
                                         obligations hereunder without the prior written consent of Virpax. Without any requirement
                                         of consent by Consultant, Virpax shall have the right to assign and transfer this Agreement,
                                         in part or in whole, to any other third party. This Agreement shall inure to the benefit
                                         of any permitted assigns, successors in business, or subsidiaries or affiliates of the
                                         parties. Any attempted assignment or transfer in contravention of this Agreement shall
                                         be null and void.



 


	16.	Debarment.
                                         Consultant represents that it has never been and, to the best of its knowledge after
                                         reasonable inquiry, its employees, if any, have never been debarred, or convicted for
                                         a crime for which a person can be debarred, under §335a (a) or (b) of the Generic
                                         Drug Enforcement Act of 1992 (“§335a (a) or (b)”), or is ineligible to
                                         receive investigational drugs under 21 CFR, Section 312.70 (an “Ineligible Person”).
                                         Consultant represents that it has never been and, to the best of its knowledge after
                                         reasonable inquiry, none of its employees, if any, have ever been threatened to be debarred,
                                         or indicted for a crime or otherwise engaged in conduct for which a person can be debarred
                                         under §335a (a) or (b). Consultant agrees that it will promptly notify Virpax in
                                         the event of any such debarment, ineligibility, conviction, threat, or indictment of
                                         either Consultant or Consultant’s employees, if any. The terms of the preceding
                                         sentence shall survive the termination or expiration of this Agreement for a period of
                                         three (3) years. Consultant acknowledges that Virpax shall have the right to terminate
                                         this Agreement immediately upon receipt of information regarding the debarment, ineligibility,
                                         conviction, threat, or indictment of either Consultant or Consultant’s employees, if
                                         any.



 


	17.	Counterparts.
                                         This Agreement may be executed in two or more counterparts, each of which shall be
                                         deemed an original but all of which taken together shall constitute one and the same
                                         instrument. Signatures to this Agreement transmitted by facsimile, email, portable document
                                         format (or .pdf) or by any other electronic means intended to preserve the original graphic
                                         and pictorial appearance of this Agreement shall have the same effect as the physical
                                         delivery of the paper document bearing original signature.



  


[SIGNATURE
PAGE TO FOLLOW]


 









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Consulting Agreement

 


Agreed
and Accepted as of the first date written above:


 


	VIRPAX
    PHARMACEUTICALS, INC	 	CONSULTANT


	 	 	 
	By:	/s/
    Anthony P. Mack	 	By:	/s/
    Gerald W. Bruce
	Name:	Anthony
    P. Mack	 	Name:	Gerald
    W. Bruce
	Title	Chairman
    & CEO	 	Title:	Consultant


 


 


 


 


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