Exhibit
10.4


 





 


Business
Confidential – Protected B


 


THIS
IS AN AMENDING AGREEMENT


 


	BETWEEN:	NATIONAL
    RESEARCH COUNCIL OF CANADA
	 	 
	 	a departmental corporation forming part of the Government of Canada

                                                                                created by the National Research Council Act (R.S.C. 1985, c. N-15), and

                                                                                an agent of Her Majesty the Queen in Right of Canada 

                                                                                whose head office address is:

	 	 
	 	 	1200
    Montreal Road
	 	 	Ottawa,
    Ontario K1A 0R6 	(called
    the “NRC”)
	 	 	 	 
	AND:	VARIATION
    BIOTECHNOLOGIES INC.
	 	 
	 	a
    Company incorporated under the Canada Business Corporations Act under number 393728-3 whose Registered
    Office Address is located in:
	 	 
	 	 	300
    Hunt Club Road East, 2nd Floor
	 	 	Ottawa,
    Ontario K1V 1C1	(called
    the “Collaborator” or “VBI”)
	 	 	 	 
	 	 	 	(Collectively
    known as the “Parties”)


 


WHEREAS
the parties entered into an Agreement signed by the NRC on 30 March 2020 (called the “Original
Agreement”) and an Amendment One signed by NRC on 21 December 2020 (called “Amendment One”) by which the Parties
agreed to collaborate in a “Project”, described as: COVID-19 vaccine evaluation. Original and Amendment One Agreements
are now called “The Agreements”.


 


WHEREAS
this Amending Agreement includes certain special obligations which relate solely to Tasks performed for the purpose of developing a vaccine
against the South Africa (Beta) variant of COVID-19, which project is being funded by the Coalition for Epidemic Preparedness Innovations
(CEPI). These special obligations are required by the terms of the funding agreement between Collaborator and CEPI.


 


WHEREAS
the parties wish to amend the Agreements. In consideration of the mutual covenants hereunder, the parties agree as follows


 


	1.	The
    Agreements shall be read with the amended terms stated below. With respect to all other terms, the Parties confirm the Agreements.
	 	 
	2.	The
    attached “SCHEDULE OF PAYMENTS” is in addition to, the “Schedule
    of Payments” from the Agreements except that the amount shown for Task 1.7 shall replace the amount shown for Task
    1.7 in Amendment One and the amount shown for Task 1.8 shall replace the amount shown for Task 1.8-1.9 in Amendment One. Furthermore,
    Annex B to Amendment One has been cancelled.
	 	 
	3.	The
    attached “NEW STATEMENT OF WORK AND DELIVERABLES” is in addition and, in the case of Tasks 1.7, 1.8 and 1.9 and
    Annex B is an amendment to the “STATEMENT OF WORK AND DELIVERABLES” in the Agreements.
	 	 
	4.	The
    estimated total value of this Project amendment two is: minimum of $[***] (without options) to a maximum
    of $[***] (with options) as stated in the Statement of Work.
	 	 
	5.	The
    Collaborator is a Canadian Small and Medium Enterprise (SME) or a Canadian educational institution, including a community college,
    CEGEP, polytechnic or university, and benefits from a Fee Reduction of minimum of $[***] (without options) to a maximum
    of $[***] (with options). The Collaborator hereby warrants that, at the time of signing this Agreement, it is a SME and
    has 500 or fewer full-time equivalent employees, or it is a Canadian educational institution.


 




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	6.	The
    amount that the Collaborator will pay to the NRC in cash for this amendment two is: minimum of $[***] (without options)
    to a maximum of $[***] (with options) as stated in the Statement of Work.
	 	 
	7.	The
    estimated value of the NRC’s in-kind contribution for this amendment is: $[***].
	 	 
	8.	The
    following special provisions apply to Tasks carried out pursuant to this Amending Agreement:
	 	 	 
	 	(a)	NRC
    shall exert reasonable efforts to retain records of its activities regarding the work performed pursuant to this Amending Agreement
    for a period of at least 5 years from the date of completion of the work, to the extent that it does not contradict with any applicable
    laws, regulations, or policies of the NRC and can provide a copy of such documentation to Collaborator upon request. 
	 	 	 
	 	(b)	NRC
    shall exert reasonable efforts to retain, for a period of at least 5 years (to the extent that it does not contradict with any applicable
    laws, regulations, or policies of the NRC) from the date of completion of the work described in this Amending Agreement, documentation
    supporting the amounts invoiced to and paid by Collaborator pursuant to this Amending Agreement and can provide a copy of such documentation
    to Collaborator upon request.
	 	 	 
	 	(c)	Each
    of NRC and Collaborator agree that it shall carry its obligations hereunder in accordance with laws and regulations that are applicable
    to its activities and operations.
	 	 	 
	 	(d)	Section
    IU-8 of the Original Agreement is amended to add the following last paragraph:
	 	 	 
	 	 	Collaborator
    shall be permitted to disclose Confidential Non-Project Information to CEPI solely to the extent required to comply with its obligations
    pursuant to its funding agreement with CEPI, including its obligations pursuant to the CEPI Third Party Code. NRC will have the right
    to review the Confidential Information prior to any disclosure to CEPI;
	 	 	 
	 	(e)
    	The
    NRC is part of the Government of Canada and confirms that it is in compliance with laws, regulations, and policies whose goals are
    aligned with the goals of the CEPI Third Party Code.
	 	 	 
	9.	This
    Amending Agreement may be executed in one or more counterparts and by the different parties hereto in separate counterparts, each
    of which when executed shall be deemed to be an original but all of which taken together shall constitute one valid and binding agreement.
    A portable document format (PDF) copy of an executed counterpart signature page will be as valid as an originally executed counterpart
    for purposes of signing this Amending Agreement. 


 


SIGNED
by the Collaborator at Ottawa, Ontario


 


	 	 	 	VARIATION
    BIOTECHNOLOGIES INC.
	 	 	 	 	 
	Date:
    	July 6, 2021
	 	Per:	/s/ Jeff
    Baxter   
	 	 	 	 	Jeff
    Baxter
	 	 	 	 	CEO


 


SIGNED
by the NRC at Ottawa, Ontario


 


	 	NATIONAL
    RESEARCH COUNCIL OF CANADA


 


	Date:
    	July
    8, 2021
	 	Per:
    	/s/ Lakshmi
    Krishnan 
	 	 	 	 	Lakshmi
    Krishnan, Ph.D.
	 	 	 	 	A/Vice
    President, Life Sciences


 




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ANNEX
SP – SCHEDULE OF PAYMENTS TO NRC


 


Billing
address: See page 1


 


Billing
contact:


 


	 	Name:
    	 	Andrea
    McRae
	 	Title:	 	Project
    Manager
	 	Telephone:	 	[***]	Email:	[***]


 


	SP-1	The
                                            Collaborator shall be invoiced as follows:



 


	Invoicing
    Schedule (Estimated Dates)	 	Amount
    Due*
	STAGE
    1	 	 
	1.
    Invoice to be issued on signature of this amendment for Task 1.7 	 	[***]
	2.
    Invoice to be issued upon completion of Task 1.8	 	[***]
	3.
    Invoice to be issued on completion of Task 1.10	 	[***]
	4.
    Invoice to be issued upon completion of Task 1.11	 	[***]
	5.
    Invoice to be issued upon completion of Task 1.12	 	[***]
	6.
    Invoice to be issued upon completion of Task 1.13	 	[***]
	7.
    Invoice to be issued upon completion of Task 1.14	 	[***]
	8.
    Invoice to be issued upon approval to exercise Optional Task 1.9.1 	 	[***]
	9.
    Invoice to be issued upon approval to exercise Optional Task 1.9.2	 	[***]
	10.
    Invoice to be issued upon approval to exercise Optional Task 1.15.1	 	[***]
	11.
    Invoice to be issued upon approval to exercise Optional Task 1.15.2	 	[***]
	12.
    Invoice to be issued upon approval to exercise Optional Task 1.16.1	 	[***]
	13.
    Invoice to be issued upon approval to exercise Optional Task 1.16.2	 	[***]
	STAGE
    2	 	 
	14.
    Invoice to be issued on signature of this amendment for Tasks 2.6 and 2.7.1	 	[***]
	15.
    Invoice to be issued on completion of Tasks 2.7.2, 2.7.3 and 2.7.4	 	[***]
	16.
    Invoice to be issued upon approval to exercise Optional Task 2.7.5.1	 	[***]
	17.
    Invoice to be issued upon approval to exercise Optional Task 2.7.5.2	 	[***]


 


*Plus
applicable taxes


 


	SP-2	All
                                            amounts shall be due 30 days from the date of the invoice.



 


	SP-3	Payments
                                            must be made to: “Receiver General - National Research Council of Canada” and
                                            addressed to:



 


Accounts
Receivable


National
Research Council of Canada


1200
Montreal Road


Ottawa,
Ontario, K1A 0R6 CANADA


 




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	SP-4	Payments
                                            can be made by cheque, MasterCard, Visa or American Express; or by wire transfer. Wire transfer
                                            information is available upon request. The Collaborator is responsible for all bank charges
                                            associated with wire transfers. Any inquiries may be directed to: AccountsReceivable@nrc-cnrc.gc.ca.



 


	SP-5	The
                                            Collaborator shall provide any Invoicing Reference Number at the time of Agreement signature
                                            or promptly thereafter. The NRC will not delay or cancel invoicing nor defer accrual of interest
                                            due to the Collaborator’s failure to provide an Invoicing Reference Number.



 


	SP-6	The
                                            NRC may suspend its performance of any obligations under this Agreement so long as any payment
                                            is overdue for any reason.



 


	SP-7	If
                                            this Agreement is amended to increase the scope of the Services, the NRC reserves the right
                                            to calculate costing for its additional Project activities at its rates that are in effect
                                            at that time. Any such cost increases shall be approved, in writing, by both Parties.



 


	SP-8	If
                                            the NRC expects that the value of its estimated contribution will be exceeded by more than
                                            10%, it shall promptly notify the other Party. The
                                            Parties shall then negotiate a further agreement on costs or payments, and either Party may
                                            suspend the performance of any obligations, other than confidentiality, intellectual property
                                            and accrued obligations to pay, until a further agreement is reached. If the Parties fail
                                            to agree on an amendment within 60 days of the notice, then this Agreement shall terminate
                                            on the 60th day after the notice, unless the Parties agree otherwise in writing.



 


	SP-9	If
                                            a surplus of prepayment remains as a result of premature termination, it will be refunded.



 


	SP-10	If
                                            an instrument tendered in payment or settlement of an amount due to the NRC is dishonoured
                                            for any reason, the NRC will invoice an additional administrative charge of CAD 25 and this
                                            amount will be due as invoiced.



 


	SP-11	Interest
                                            is payable on all overdue amounts. Interest is calculated and compounded monthly at the average
                                            bank rate plus 3% and accrues during the period beginning on the due date and ending on the
                                            day before the day on which payment is received by the NRC. For purposes of this paragraph
                                            “bank rate” means the rate of interest established periodically by the
                                            Bank of Canada as the minimum rate at which the Bank of Canada makes short term advances
                                            to members of the Canadian Payments Association, and “average bank rate”
                                            means the weighted arithmetic average of the bank rates that are established during the month
                                            before the month in respect of which interest is being calculated.



 


(Rate
information may be found at http://www.tpsgc-pwgsc.gc.ca/recgen/txt/tipp-ppir-eng.html. This site provides information
on the rate used by departments of the Government of Canada to calculate the interest on overdue accounts payable and is the same rate
used by the NRC to charge interest on overdue accounts receivable under the Interest and Administrative Charges Regulations, SOR/96-188.
This web site address, and the information set out there, is provided here for convenience. In case of rate discrepancy, the rates quoted
by the Bank of Canada shall prevail.)


 


(the
rest of this page was intentionally left blank)


 




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Statement
of Work


 


Covid-19
Vaccine Evaluation – Amendment two


 


	1.	Workplan



 





	 	Stage 1: Candidate Identification & Immunogenicity
	 	 
	 	Tasks 1.5 and 1.6 in Amendment 1 have been completed and invoiced.
	 	 	 
	 	 	The following tasks are amended/added to the workplan:
	 	 	 
	 	 	Work related to ISED funding (Products: VBI-2901;
    VBI -2902)
	 	 	
	 	 	Task 1.7: [***]
	 	 	 
	 	 	[***]
	 	 	 
	 	 	Estimated
    budget: $[***]
	 	 	 
	 	 	Task 1.8 Phase I clinical sample testing by PRNT (R&D
    assay) for both Wuhan and South African:
	 	 	 
	 	 	[***]
	 	 	 
	 	Estimated budget: $[***]
	 	 	 
	 	 	OPTIONAL: Task 1.9 Phase II clinical sample testing
    by PRNT (R&D assay) to be conducted upon Collaborator request.
	 	 	 
	 	 	[***]
	 	 	 
	 	 	Estimated budget: $[***]
	 	 	 
	 	 	Tasks captured below are new work added and relate
    to new variants under project funded by CEPI
	 	 	 
	 	 	Task 1.10 Study 29B688: Mouse study (72 mice, 2 doses)
    and PRNT (R&D assay) for both Wuhan and South African
	 	 	 
	 	 	[***]
	 	 	 
	 	Estimated
    budget: $[***]
	 	 
	 	 	Task 1.11 Study TBD1: Mouse study (48 mice,
    2 doses) and PRNT (R&D assay) for both Wuhan and South African
	 	 	 
	 	 	[***]


 






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	 	Estimated budget: $[***]


 





	 	Task 1.12 Study TBD2: Mouse study (48 mice,
    2 doses) and PRNT (R&D assay)
	 	 
	 	[***]
	 	 
	 	Estimated budget: $[***]
	 	 
	 	Task
1.13 PRNTs (R&D assay) for both Wuhan and South African strain on samples from Hamster Challenge Study 1 done at VIDO.
	 	 
	 	[***] Estimated
    budget: $[***]
	 	 
	 	Task
1.14 PRNTs (R&D assay) for both Wuhan and South African on samples from Hamster Challenge Study 2 done at VIDO
	 	 
	 	[***]
	 	 
	 	Estimated budget: $[***]
	 	 
	 	OPTIONAL:
Task 1.15 Phase I clinical sample testing by PRNT (R&D assay) to be conducted upon Collaborator request.
	 	 
	 	[***]
	 	 
	 	Estimated
budget: $[***]
	 	 
	 	OPTIONAL: Task 1.16 Phase II clinical sample testing
    by PRNT (R&D assay) to be conducted upon client request.
	 	 
	 	[***]
	 	 
	Estimated budget: $[***]



 


	 	[***]
	 	 
	 	 Stage 2: Tech Transfer & Process Development
    Activities
	 	 	 
	 	 	The following Tasks have been completed:
	 	 	 
	 	 	Task
    2.1 - [***] eVLP Purification
	 	 	 
	 	 	Task
    2.4.1 [***] production of [***]
	 	 	 
	 	 	The following tasks are amended/added to the workplan:
	 	 	 
	 	 	Task
    2.2 Process transfer [***]. This includes:
	 	 	 
	 	 	Subtasks
[***] are cancelled ([***]).
	 	 	 
	 	 	Task 2.3
	 	 	 
	 	 	Task
    2.4 [***] process scale up (including new IEX step) No changes to subtasks 2.4.1 and 2.4.2
	 	 	 
	 	 	2.4.3 [***]


 






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	 	 	Estimated budget: $[***]
	 	 	 
	 	 	Work related to new variants under project funded by CEPI
	 	 	 
	 	 	Task 2.6 [***]
	 	 	 
	 	 	[***]
	 	 	 
	 	 	Estimated budget: $[***]
	 	 	 
	 	Task 2.7 Upstream Optimization
	 	 
	 	 	[***]
	 	 	 
	 	 	[***]
	 	 	 
	 	 	Estimated budget: [***]
	 	 	 
	 	Stage 4: At Risk Domestic Production during Stage 4 and Prior to Approval
	 	 
	 	 	Task 4.1: [***]
	 	 	 
	 	 	Task 4.2: [***] 
	 	 	 
	 	 	Task
    4.3: [***]
	 	 	 
	 	 	[***]


 





	 	 	●	Deliverables[***]
	 	 	 	 
	 	2. Assumptions
	 	 
	 	 	●	[***]
	 	 	 	 
	 	3. Estimated Budget


 





	Budget
    Summary: VBI Covid-19 Vaccine Evaluation-

    Amendment
    2 – STAGE 1
	 	 	 	 	 	 
	Work Task	 	Task
    Value	 	CAN
    SME Fee Reduction	 	NRC
    Task Price*
	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	 	 	 	 	 


 






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	4.	Project Schedule
	 	 	 
	 	 	[***]
	 	 	 
	5.	Responsibilities 


 


	 	NRC Responsibilities
		 	 	 
	 		●	Perform
    the above work according to high standards of quality;
	 		●	The
    NRC will repeat, at its own cost, any portion of work whose failure was due to error by the NRC personnel or to power or equipment
    failure;
	 		●	Maintain
    good lines of communication with Variation Biotechnologies Inc.;
	 		●	To
    report any problems encountered to Variation Biotechnologies Inc. immediately;
	 		●	NRC
    cannot guarantee that a specific amount/level of purity or of product will be obtained. 
	 		●	Samples
    will be stored within an NRC facility for the duration of the project, unless stated otherwise. NRC will dispose of any remaining
    samples or may transfer to Variation Biotechnologies Inc. upon request.


 


	 	Variation Biotechnologies Inc. Responsibilities
	 	 	 	 
	 	 	●	Provide
    to the NRC all of the necessary information;
	 	 	●	Provide
    to the NRC a copy of the Informed Consent Form for the clinical trial samples; 
	 	 	●	Provide
    to NRC the plasmids needed for all productions;
	 	 	●	Maintain
    good lines of communication with the NRC;
	 	 	●	Shipment
    of product will be charged to Variation Biotechnologies Inc.’s courier account.


 




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