Exhibit
10.66


 


WAIVER
AGREEMENT


 


THIS
WAIVER AGREEMENT (this “Agreement”), dated as of February 14, 2019, is entered into by and among VARIATION
BIOTECHNOLOGIES (US), INC., a Delaware corporation (the “Borrower”); the Guarantors identified under the caption
“GUARANTORS” on the signature pages hereto, and Perceptive Credit Holdings, LP, a Delaware limited partnership (the
“Lender”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement
defined below.


 


RECITALS


 


WHEREAS,
the Lender, the Borrower and the Guarantors entered into that certain Amended and Restated Credit Agreement and Guaranty dated
as of December 6, 2016 (as subsequently amended or otherwise modified, the “Credit Agreement”), pursuant to
which the Lender has made certain loans and financial accommodations available to the Borrower;


 


WHEREAS,
pursuant to Section 7.1(c) of the Credit Agreement the Borrower is required, among other things, to deliver to the Lender consolidated
financial statements of Parent for each Fiscal Year, which financial statements are to be audited without any Impermissible Qualification;


 


WHEREAS,
EISNERAMPER LLP, the independent public accounting firm (the “Auditor”) retained to audit Parent’s consolidated
financial statements for the Fiscal Year ended December 31, 2018 (the “2018 Audited Financial Statements”),
has informed Parent and the Borrower that its audit opinion letter with respect to the 2018 Audited Financial Statements will
contain an Impermissible Qualification;


 


WHEREAS,
a true and correct copy of the Auditor’s draft audit opinion for the 2018 Audited Financial Statements containing the Impermissible
Qualification is attached hereto as Annex A (the “Proposed Audit Opinion”); and


 


WHEREAS,
the Borrower and the Guarantors have requested that the Lender waive the Default that will occur as a result of the Borrower’s
delivery of the 2018 Audited Financial Statements being subject to the Impermissible Qualification contained in the Proposed Audit
Opinion (the “Impermissible Qualification Default”), which the Lender has agreed to do subject to the terms
and provisions hereof.


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Lender, the Borrower and the Guarantors hereby agree as follows.


 


1.
Waiver. Subject to the terms and conditions set forth herein, and so long as (i) the 2018 Audited Financial Statements
are delivered to the Lender on a timely basis as required pursuant to Section 7.1(b) of the Credit Agreement, (ii) the Proposed
Audit Opinion, in substantially the form as attached as Annex A, is delivered along with the 2018 Audited Financial Statements
(without any material change or modification thereto) and (iii) at the time of delivery of such 2018 Audited Financial Statements
and Proposed Audit Opinion, no other Event of Default shall have occurred and be continuing or, with passage of time, the giving
of notice or both, would occur, the Lender will be deemed to have waived, for all purposes of Sections 9.1.4 and 11.1 of the Credit
Agreement, the Impermissible Qualification Default, all without need of further action or notice of any kind.


 




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2.
Effect of this Agreement.


 


	 	a.	Except
    as otherwise expressly provided herein, nothing contained herein shall prejudice, waive or alter, or be deemed to prejudice,
    waive or alter, any of the Lender’s rights and remedies under the Credit Agreement or any of the other Loan Documents
    against the Borrower or the Guarantors or any assets of the Guarantors.
	 	 	 
	 	b.	No
    changes or modifications to the Credit Agreement or the other Loan Documents are intended or implied, and, in all respects,
    the Credit Agreement and the other Loan Documents shall continue to remain in full force and effect in accordance with their
    terms as of the date hereof. Except as specifically set forth herein, nothing contained herein shall evidence (nor is there
    any intent to evidence) a waiver by the Lender of any other provision of the Credit Agreement (including, without limitation,
    with respect to any other or future financial statements to be delivered pursuant to Section 7.1 of the Credit Agreement)
    or any of the other Loan Documents nor shall anything contained herein be construed as a consent by the Lender to any transaction
    other than those specifically consented to herein.


 


3.
Successors and Assigns. The terms and provisions of this Agreement shall be for the benefit of the parties hereto
and their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest
under this Agreement.


 


4.
Counterparts; Effectiveness. This Agreement may be signed in counterparts, each of which shall be an original and
all of which taken together constitute one and the same document. In making proof of this Agreement, it shall not be necessary
to produce or account for more than one counterpart signed by the party to be charged. This Agreement may be executed and delivered
via facsimile or other means of electronic communication with the same force and effect as if it were a manually executed and
delivered counterpart. This Agreement shall not become effective until and unless counterparts, duly executed and delivered by
all parties hereto, have been received by Lender and written notice thereof (via email) shall have been sent to the Borrower by
the Lender.


 


5.
Choice of Law. The rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted
and determined in accordance with the internal laws of the State of New York (without giving effect to principles of conflicts
of laws).


 


6.
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to
the matters set forth herein. This Agreement cannot be changed, modified, amended or terminated except in a writing executed by
the party to be charged.


 


[Signature
page follows]


 




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IN
WTINESS WHEREOFF, THE PARTIES HAVE TNERED INTO THIS Agreements as of the date first above written.


 


	 	PERCEPTIVE
    CREDIT HOLDINGS, LP,
	 	as the Lender
	 	 
	 	By:
    Perceptive Credit Opportunities GP, LLC
	 	its
    general partner
	 	 	 
	 	By:	/s/
    Sandeep Dixit
	 	Name:	Sandeep
    Dixit
	 	Title:	Chief
    Credit Officer 
	 	 	 
	 	By:




	/s/ Sam Chawla
	 	Name:	Sam Chawla
	 	Title:	Portfolio Manager


 


	ACKNOWLEDGED
    AND ACCEPTED: 	 
	 	 
	BORROWER:
    	 
	 	 
	VARIATION
    BIOTECHNOLOGIES (US), INC., as the Borrower 	 
	 	 
	By:	/s/
    Jeff Baxter	 
	Name:	Jeff
    Baxter	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	GUARANTORS:
    	 
	 	 
	VARIATION
    BIOTECHNOLOGIES, INC.,	 
	as
    Guarantor	 
	 	 	 
	By:	/s/
    Jeff Baxter	 
	Name:	Jeff
    Baxter	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	VBI
    VACCINES INC.,	 
	as
    Guarantor	 
	 	 	 
	By:	/s/
    Jeff Baxter	 
	Name:	Jeff
    Baxter	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	VBI
    VACCINES (DELAWARE) INC.,	 
	 	 	 
	By:	/s/
    Jeff Baxter	 
	Name:	Jeff
    Baxter	 
	Title:	Chief
Executive Officer	 
	 	 	 
	SCIVAC
    LTD,	 
	as
    Guarantor	 
	 	 	 
	By:	/s/
    Jeff Baxter	 
	Name:	Jeff
    Baxter	 
	Title:	Chief
Executive Officer	 


 




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ANNEX
A


 


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


 


The
Board of Directors and Stockholders of


VBI
Vaccines, Inc.


 


Opinion
on the Financial Statements 


 


We
have audited the accompanying consolidated balance sheets of VBI Vaccines, Inc. and Subsidiaries (the “Company”) as
of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive loss, stockholders’
equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial
position of the Company as of December 31, 2018 and 2017, and the consolidated results of their operations and their cash flows
for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.


 


Going
Concern


 


The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has incurred, and it anticipates it will continue to incur, significant losses
and generate negative operating cash flows and as such will require significant additional funds to continue its development activities
to ultimately achieve commercial launch of its products. These factors raise substantial doubt about its ability to continue as
a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.


 


Basis
for Opinion 


 


These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.


 


We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.


 


Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.