CONFIDENTIAL
TREATMENT REQUESTED: Certain portions of this document have
been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”)
to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange
Commission. 





 


DEVELOPMENT
SERVICES AGREEMENT


 


BETWEEN


 


The
Institute for Translational Vaccinology


(“Intravacc”)


 


AND


 


Provention
Bio, Inc.


(“Provention”)


 




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This
Development Services Agreement (“Agreement”) is made and entered into by and between:


 


The
State of the Netherlands, represented by the Minister of Public Health, Welfare and Sports, on behalf of the Minister, Projectdirectie
ALT, The Institute for Translational Vaccinology (Intravacc), having its offices at Antonie van Leeuwenhoeklaan 9, 3721 MA Bilthoven,
The Netherlands, legally represented by its General Director [****], hereinafter referred to as “Intravacc”;


 


and


 


Provention
Bio, Inc. a Delaware Corporation, having its offices at 110 Old Driftway Lane, Lebanon, NJ 08833 USA represented by Ashleigh
Palmer, Chief Executive Officer referred to as “Provention”;


 


(Intravacc
and Provention may each be referred to individually as a “Party”, and collectively as the “Parties”);


 


WHEREAS


 


	A.	Intravacc
    is a knowledge and research institute established by the Ministry of Public Health, Welfare and Sport of the Netherlands;
	 	 
	B.	Intravacc
    discovers, develops and manufactures (at pilot scale) human vaccines and related products and technologies and is active in
    transferring vaccine technology;
	 	 
	C.	Provention
    is a is a clinical stage biopharmaceutical company which engages in research, development, production, marketing and distribution
    of pharmaceutical products and requires various services from time to time in support of various projects;
	 	 
	D.	Provention
    wishes to procure services of Intravacc with respect to the process development, and non-GMP and GMP manufacturing (for research
    and clinical trial purposes only) of a pentavalent Coxsackie Virus B vaccine;
	 	 
	E.	Intravacc
    has specific expertise within the field of vaccine development necessary for the development of the vaccine product and owns
    certain proprietary vaccine technology and a proprietary [****];
	 	 
	F.	Provention
    would like Intravacc to perform development services under the terms and conditions of this Agreement; 
	 	 
	G.	Whereas,
    the parties have entered into that certain Letter of Intent effective as of January 12 (the “LOI”) under
    which Intravacc has agreed to provide certain preliminary services on the terms and conditions set forth therein. 


 


NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter set forth, the Parties agree as follows:


 


	1.	DEFINITIONS
	 	 
	1.1.	“Affiliate”
    means any legal entity of which fifty percent (50%) or more of the securities or other ownership interests representing the
    equity, the voting stock or general partnership interest are owned, Controlled or held, directly or indirectly, by a Party,
    or any legal entity which, at the time such determination is being made, is Controlling or under common Control with, such
    Party. As used herein, the term “Control”, whether used as a noun or verb, refers to the possession, directly
    or indirectly, of the power to direct, or cause the direction of, the management or policies of a legal entity, whether through
    the ownership of voting securities, by contract or otherwise.


 




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	1.2.	“Agreement”
    means this Development Services Agreement.
	 	 
	1.3.	“Applicable
    Laws” means all relevant laws, rules, regulations, treaties, statutes, guidances, principles, guidelines (including,
    to the extent applicable, cGMPs), requirements, judgments, directives, injunctions, orders and industry codes of practice
    or standards of or from any court, arbitrator, regulatory authority, governmental agency, industry sector group or any other
    authority, agency or group having jurisdiction over or otherwise applicable to services performed by Intravacc as set out
    in the Development Program as in force from time to time during the term of this Agreement. 
	 	 
	1.4.	“Batch”
    means Vaccine Product that is intended to be of uniform character and quality and is produced during the same cycle of manufacture.
	 	 
	1.5.	“Certificate
    of Analysis” or “CoA” means the certificate containing the outcome of the disposition tests on
    the Vaccine Product as performed by Intravacc or on behalf of Intravacc according to the Quality Agreement.
	 	 
	1.6.	“cGMPs”
    means the following laws, guidelines or guidances relating to the manufacture of Vaccine Product:


 


	 	-	European
    Community Directive 2003/94/EC ;
	 	-	The
    ICH Harmonized Tripartite Guideline Q7, Good Manufacturing Practice Guide for Active Pharmaceutical Ingredients;
	 	-	‘The
    Rules Governing Medicinal Products in the European Union’, volume 4 – Good Manufacturing Practice (GMP) guidelines’
    and its annexes ;
	 	-	Current
    Good Manufacturing Practice Regulations of the US code of Federal Regulations Title 21 CFR 210, and according to § 21
    CFR 210.2(c) Guidance for Industry : CGMP for Phase 1 Investigational drugs (July 2008).


 


	1.7.	“Collaboration
    Partner” means a person or party involved by Provention in the development of a Vaccine Product, excluding Intravacc.
	 	 
	1.8.	“Confidential
    Information” means all data, Results and (other) information, including business, scientific or technical information,
    such as business plans and strategies, information about business operations and systems and information concerning employees,
    customers and/or licensees, whether disclosed in any format or form (including orally and paper, digital and electronic form),
    under this Agreement by one Party (the “Disclosing Party”) to the other Party (the “Receiving
    Party”). For the avoidance of doubt, all information provided by Provention to Intravacc under the LOI, the Non-Disclosure
    Agreement between Provention, Intravacc and L2D Services S.A.R.L., or this Agreement is Confidential Information of Provention
    and not of Intravacc, For the avoidance of doubt: all Foreground Technology of a Party shall be Confidential Information of
    that Party.
	 	 	 
	 	Confidential
    Information shall not be deemed to include information which the Receiving Party can demonstrate by written proof: 
	 	 
	 	a.	at
    the time of disclosure is available in the public domain;
	 	b.	after
    disclosure becomes available in the public domain, except by breach of this Agreement by a Party or breach by any Third Party
    under an agreement of confidentiality to the Disclosing Party;


 




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	 	c.	by
    written records was lawfully known to it at the time of disclosure by the Disclosing Party and was not acquired directly or
    indirectly from the Disclosing Party or from any Third Party under an agreement of confidentiality to the Disclosing Party;
	 	d.	was
    received from an independent source having a lawful right to disclose the Confidential Information; or
	 	e.	is
    permitted to be so disclosed by prior written approval of the Disclosing Party. 




 


	1.9.	“Development
    Program” means the program regarding the development and production of a Vaccine Product, as further set out in
    Annex A.
	 	 
	1.10.	“Development
    Program Term” means the term of the Development Program, which will run up to the completion of all Services as
    described under the Development Program.
	 	 
	1.11.	“Effective
    Date” means the date on which this Agreement has been signed on behalf of both Parties.
	 	 
	1.12.	“Field”
    means the prevention and treatment of diabetes type 1and/or prevention of Coxsackie B virus [****]. 
	 	 
	1.13.	“Intravacc
    Background Technology” means any and all Patent Rights and Know-How owned by, controlled by or held under license
    by Intravacc on the Effective Date, in as far as relevant for the development and production of Vaccine Product, including
    the Intravacc [****]. The Intravacc Background Technology is described in general terms in Annex B.
	 	 
	1.14.	“Intravacc
    Foreground Technology” means any and all Inventions, Patents Rights and Know-How resulting from the performance
    of the Development Program, other than the Provention Foreground Technology.
	 	 
	1.15.	“Intravacc
    Technology” means the Intravacc Background Technology and Intravacc Foreground Technology, jointly.
	 	 
	1.16.	‘Intravacc
    [****]’ means Intravacc’s proprietary [****] ([****] and [****] bank), as further detailed in Annex C.
	 	 
	1.17.	“Invention”
    means any invention, idea, innovation, enhancement, improvement or feature, whether or not patentable or registrable.
	 	 
	1.18.	“Know-How”
    means any and all information, results, data and knowledge (including, but not limited to, ideas, concepts, discoveries, methodologies,
    models, instructions, analyses, reports, processes, techniques, procedures, working methods, specifications, test results,
    regulatory support data, trade secrets and business information), however embodied (whatever its form or nature), held by
    a Party, in as far as such know-how is not disclosed to the public.
	 	 
	1.19.	“Patent
    Rights” means (a) granted patents, (b) pending patent applications, including, without limitation, all provisional
    applications, continuations, continuations-in-part, divisions, reissues, renewals, and (c) all patents-of-addition, reissue
    patents, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including,
    without limitation, supplementary protection certificates or equivalents thereof.
	 	 
	1.20.	“Provention
    Background Technology” means any and all Patent Rights and Know-How owned by, controlled by or held under license
    by Provention, but excluding Provention Foreground IP, including, but not limited to those patents and the other intellectual
    property described in Annex D.


 




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	1.21.	“Provention
    Foreground Technology” means any and all Inventions, Patents Rights and Know-How, conceived and/or reduced to practice
    as a result of or in connection with the Development Program or that otherwise relate to the Provention Background Technology,
    but, excluding (i) the Intravacc [****] and any improvements thereon or (ii) Inventions, Patent Rights and Know-How that [****]
    to the Intravacc Background Technology.
	 	 
	1.22.	“Provention
    Materials” means such of Provention’s materials as necessary for Intravacc to perform the Development Program,
    as set out in the Development Program. For the avoidance of doubt, vaccine samples provided by a Third Party at Provention’s
    direction are Provention Materials. 
	 	 
	1.23.	“Provention
    Technology” means the Provention Background Technology and the Provention Foreground Technology, jointly.
	 	 
	1.24.	“Results”
    means all the research data and other data and information resulting from the Development Program.
	 	 
	1.25.	“Services”
    means the provision of development services as detailed in the Development Program.
	 	 
	1.26.	“Statement
    of Compliance” or “SoC” means the confirmation to be issued by Intravacc contained in the Certificate
    of Analysis stating that the Vaccine Product meets the specifications and was manufactured in accordance with cGMP;
	 	 
	1.27.	“Third
    Party” means any person or entity other than Intravacc, Provention and Affiliates of Provention;
	 	 
	1.28.	“Vaccine
    Product” means final product for clinical use within the Field, or, only in connection with a Technology Transfer
    as meant in Section 5.8, final product for clinical or commercial use within the Field.
	 	 
	2.	DEVELOPMENT
    PROGRAM 
	 	 
	2.1.	Performance
    of the Development Program
	 	 
	 	Commencing
    on the Effective Date, the Development Program will be carried out by Intravacc in accordance with this Agreement. The Development
    Program Term will be as set out in the Development Program, or so much longer as is reasonably needed for finalizing the services.
    The Parties acknowledge that the services of Intravacc are experimental in nature and that Intravacc will perform them to
    its best efforts without guaranteeing specific results other than compliance with the terms of this agreement and the production
    according to specifications as detailed in Article 7.
	 	 
	2.2.	Resources
    and standards
	 	 
	 	Intravacc
    shall make available such qualified personnel and commit such other resources as are necessary or advisable to carry out the
    Development Program. Intravacc will carry out the Services according to Applicable Laws in the Netherlands and according to
    the cGMPs, and relevant professional standards, applicable (scientific) procedures and protocols. Intravacc will use reasonable
    efforts to carry out the Services within agreed timelines. Such timelines may be extended on reasonable request with prior
    written approval from Provention, which approval will not be withheld unreasonably; provided that Provention shall not be
    responsible for any increased costs incurred in connection with such extension unless agreed to in writing by Provention.


 




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	2.3.	Use
    of Provention Materials
	 	 
	 	Provention
    shall provide, or cause to be provided, to Intravacc the Provention Materials as specified in the Development Program. Intravacc
    will solely use the Provention Materials for the performance of the Development Program. Intravacc will not disclose, give
    access to or transfer any Provention Materials to any Third Parties without prior written approval of Provention. The Provention
    Material shall not be modified, altered, changed and/or reconstructed by or on behalf of Intravacc, except when explicitly
    stated in the Development Program or following written approval of Provention.
	 	 
	2.4.	Use
    of Intravacc [****]
	 	 
	 	Intravacc
    will make use of the Intravacc [****] in the course of the Development Program. The Intravacc [****] will be made available
    by Intravacc solely for the purpose of the manufacture of the Vaccine Product as set out in the Development Program, including
    manufacture for use in the Phase I clinical trial as detailed in the Development Program. Further (including commercial) use
    of the Intravacc [****] with a third party supplier will be subject to the license contemplated in clause 5.7. 
	 	 
	2.5.	Results
	 	 
	 	Provention
    shall have the full and free right to use any Results, with exception of the Intravacc Foreground Technology (subject to the
    license contemplated in clause 5.7), in any way deemed by Provention to be necessary or advisable, subject however to the
    condition that Intravacc shall have the full and free right to use and license the Intravacc Technology. All Results with
    exception of Results that constitute Intravacc Foreground Technology will be the property of Provention in all respects. Intravacc
    shall promptly (and at least within three (3) business days after such Results are generated) report such Results to Provention
    in a format agreed with and accepted by Provention. 
	 	 
	2.6.	Change
    Request.
	 	 
	 	It
    is understood that Provention may, at some point during the execution of the Development Program, desire to change the focus
    of the Development Program to a vaccine [****]. If so, it will inform Intravacc timely of such desire, specifying the desired
    Vaccine Product. The Parties will then discuss within reason what the impact of such a request for change would be, both on
    planning and costs, and can decide by mutual agreement on an adapted Development Program and adapted fee structure, which
    will be reflected in a signed amendment to this Agreement. 
	 	 
	3.	GOVERNANCE
	 	 
	3.1.	Scientific
    Committee
	 	 
	 	Within
    30 days after the Effective Date, the Parties shall form a Scientific Committee composed of two Intravacc representatives
    and two Provention representatives, chaired by a Provention representative (the “Scientific Committee”).
    Its role will be to render non-binding recommendations to the Parties on the work to be performed under the Development Program.
    The Scientific Committee shall have no power to bind either Party. 
	 	 
	3.2.	Meetings
	 	 
	 	The
    Scientific Committee will meet monthly (in person or by telephone conference) to discuss progress of the Development Program.
    Additional meetings shall take place upon the request of either of the Parties. Quarterly, the Intravacc representatives will
    prepare and send to the Scientific Committee members written reports that include (i) progress updates, (ii) all data generated
    from the Development Program, and (iii) any deviations from the timelines anticipated plans. All of these written reports
    and deliverables will be owned by Provention and will be Confidential Information of Provention, with the exception of the
    (portions) of reports and deliverables that are to be qualified as Intravacc Technology and are therefore owned by Intravacc;
    such (portions) of reports and deliverables will be Confidential Information of Intravacc.


 




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	3.3	Project
    Management 
	 	 
	 	The
    Parties have appointed the following persons to act as their respective primary contacts to facilitate the day-to-day communications:


 


Intravacc


[****]


Adress:
Antonie van Leeuwenhoeklaan 9, 3721 MA Bilthoven, The Netherlands


Telephone:
+[****]


Email:
[****]


 


Copy
to: [****]


 


Provention
Bio, Inc.


Ashleigh
Palmer, CEO


Address:
110 Old Driftway Lane, Lebanon, NJ 08833


Telephone:
908-399-2954


E-mail:
APalmer@proventionbio.com


 


Copy
to: JDingerdissen@proventionbio.com


 


Copy
to:


Leads
to Development 

Julien Rossignol, Ph.D., Project Manager

3-5 Impasse Reille - 75014 Paris - France

Telephone: +33 1 82 28 53 78

Email: jrossignol@LeadsToDevelopment.com


 


	4.	PAYMENTS
    
	 	 
	4.1.	Intentionally
    Omitted.
	 	 
	4.2.	Fees
	 	 
	 	In
    consideration for the Services, Provention will pay to Intravacc the fees listed in Annex E, in the order and timing set out
    in that Annex E (“Fees”). The Parties agree that the Fees represent fair market value for the Services
    and were negotiated in an arms-length transaction. Apart from the Fees, Provention will not be liable and not be billed, for
    any payment, cost, expense to Intravacc or to any third party for performance pursuant to this Agreement unless set forth
    expressly in the Development Program or otherwise agreed to by Provention in writing.


 




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	4.3.	Other
    Payments Terms
	 	 	 
	 	4.3.1.	Unless
    stated otherwise in this Agreement, all payments due to Intravacc hereunder, shall be payable within thirty (30) days from
    receipt by Provention of the corresponding invoice.
	 	 	 
	 	4.3.2.	If
    Provention should dispute the nature or basis of any charges contained in any invoice submitted by Intravacc hereunder, Provention
    shall promptly provide written notice to Intravacc setting forth the reason for the dispute, which the Parties shall attempt
    to resolve in good faith. Payment of any disputed amount shall be suspended until the Parties resolve such dispute. Provention
    may set off any amount Intravacc owes Provention against undisputed amounts payable under this Agreement or any other agreement
    between the Parties. Payment by Provention shall not result in a waiver of any of its rights under this Agreement or otherwise.
    
	 	 	 
	 	4.3.3.	Payments
    shall be made in Euro by wire transfer to such bank account as the party to receive the payment may from time to time designate
    by notice in writing to the other party.
	 	 	 
	 	4.3.4.	Any
    payments made by Provention to Intravacc under the LOI will be credited against the amounts owed in connection with the Development
    Program, as set out in more detail in Annex E. 


 


	4.4.	Tax
	 	 
	 	The
    Fees set forth in the Development Program shall include all taxes except such taxes which Intravacc is required by law to
    invoice and collect from Provention, including sales and use taxes, value added taxes, goods and service taxes, gross receipts
    taxes and excise taxes (“Transaction Taxes”). For avoidance of doubt, Transaction Taxes excludes any tax
    on income, real or personal property taxes or payroll taxes. Transaction Taxes, if any, will be separately stated on a valid
    Intravacc invoice and will be paid by Provention to Intravacc unless Provention provides an exemption certificate to Intravacc
    or the transaction is statutorily exempt from Transaction Taxes. Intravacc shall be solely responsible for the timely remittance
    of all Transaction Taxes to the applicable governmental authority, and Intravacc shall pay (without reimbursement by Provention),
    and shall hold Provention harmless against, any penalties, interest or additional taxes that may be levied or assessed as
    a result of the failure to invoice or delay of Intravacc to pay any such taxes.
	 	 
	4.5.	Late
    Payments
	 	 
	 	In
    the event that any payment due under this Agreement is not made when due and Intravacc has provided notice of such overdue
    payment to Provention which Provention has failed to correct within five (5) business days of the subject notice, the payment
    shall accrue interest beginning on the first day following the due date calculated at the annual rate of [****] percent ([****]%),
    provided that in no event shall said annual rate exceed the maximum interest rate permitted by law in regard to such payments,
    and provided that a notice has been sent out stating that payment is overdue.
	 	 
	5.	INTELLECTUAL
    PROPERTY 
	 	 
	5.1.	Ownership
    of Background Technology
	 	 
	 	Each
    Party shall hold and retain its entire right and title in Patent Rights, other intellectual property rights and Know-How existing
    on the Effective Date, or which are thereafter developed independently of the performance of this Agreement. Except as expressly
    set forth otherwise herein, nothing in this Agreement grants either Party rights or a license to any Patent Rights, other
    intellectual property rights or Know-How, of the other Party. 


 




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	5.2.	Ownership
    of Foreground Technology
	 	 
	 	Any
    and all Provention Foreground Technology shall be owned solely by Provention. Any and all Intravacc Foreground Technology
    shall be owned solely by Intravacc. Intravacc shall promptly notify Provention upon having knowledge of an Invention, or a
    potential Invention. Intravacc hereby assigns to Provention any and all of its rights, title and interest in the Provention
    Foreground Technology. If so requested by Provention, Intravacc shall execute and deliver all documents and take all reasonable
    actions to effect and/or perfect Provention’s rights to and in the Provention Foreground Technology. Intravacc represents
    that it has the necessary agreements in place or that it will timely implement the necessary agreements or measures with its
    employees or any other person performing Services under this Agreement to enable Intravacc to comply with this Section 5.2.
    In the event that there is an Invention that would qualify as Provention Foreground Technology prior to Intravacc’s
    having in place the agreements or measures contemplated by the previous sentence, Intravacc will use its best efforts to cause
    all right, title and interest in such Invention to vest in Provention and will indemnify Provention for any loss or liability
    that it incurs to the extent caused by Intravacc’s failure to have such agreements or measures in place. 
	 	 
	5.3.	Development
    License to Intravacc
	 	 
	 	Provention
    hereby grants to Intravacc, during the Development Program Term, a royalty-free, fully-paid, non-exclusive, non-sublicensable
    license under the Provention Background Technology solely to the extent necessary for Intravacc to perform its services under
    the Development Program. 
	 	 
	5.4.	Development
    License to Provention
	 	 
	 	Intravacc
    hereby grants to Provention, during the Development Program Term, a royalty-free , fully-paid, sub-licensable and assignable
    (to the extent this Agreement is assignable), non-exclusive license under the Intravacc Technology for use as set forth in
    the Development Program, including for clarity, in connection with a Phase I study of the Vaccine Product and stability testing.
    Any further (including commercial) use of Intravacc Technology within the Field will be subject of a separate license agreement,
    as set forth in Section 5.7. In case of assignment of the Agreement and/or development license, Provention warrants, within
    the meaning of article [****], that the assignee will fully comply with all obligations under this Agreement, and will be
    liable towards Intravacc in case of non-compliance or breach. 
	 	 
	5.5.	Patent
    Prosecution and Maintenance of Foreground Patents
	 	 
	 	Provention
    shall be responsible for the preparation, filing, prosecution and maintenance of Provention Foreground Technology at its own
    cost. Intravacc will reasonably assist Provention in such action at Provention’s expense and request. Intravacc
    shall be responsible for the preparation, filing, prosecution and maintenance of Intravacc Foreground Technology at its own
    cost. For the avoidance of doubt: neither Party has the obligation to seek patent protection for any of the Foreground Technology.
    
	 	 
	5.6.	Notification
    of Infringements
	 	 
	 	The
    Parties shall promptly notify each other in the event they become aware of any Patent Rights of a Third Party that may conflict
    with, or any actual of threatened legal action brought against them in relation to, the performance of the Development Program.
    
	 	 
	5.7.	License
    
	 	 
	 	At Provention’s request, Intravacc
    agrees that it will grant to Provention a [****] non-exclusive license, with the right to sub-license (through multiple
    tiers of sublicense) and to transfer/assign the license, for [****].- and against reasonable license terms (but which
    terms will not include additional compensation for the use of the Intravacc Technology), such Intravacc Technology, including
    for clarity any Intravacc Background Technology, Intravacc Foreground Technology and the Intravacc [****] or other information
    developed in connection with the Services to the extent that any right, title or interest therein rests with Intravacc, as
    is necessary for Provention or its successor, assign or sublicensee to continue to develop, to manufacture or to commercialize
    Vaccine Products. For the avoidance of doubt: such license does not include the supply of [****] and costs thereof, which
    will be subject to separate supply agreement agreement (s) to be negotiated in good faith by the parties [and in any
    event will not exceed the pricing set forth on Exhibit F, as adjusted for any rise in costs associated with the Intravacc
    [****] between the date hereof and the date of the supply agreement.] Intravacc will not grant any rights to any person that
    would conflict with the license contemplated by this Section 5.7.


 




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	5.8	Technology
    Transfer
	 	 
	 	Upon
    completion of the Development Program and following grant of the license contemplated under section 5.7, at Provention’s
    request Intravacc will provide further services to enable a smooth transfer of the production process of the Vaccine Product
    (‘Technology Transfer’), under reasonable conditions to be agreed between the Parties. To this purpose the Parties
    will conclude a separate Technology Transfer Services Agreement, setting out the services to be provided by Intravacc, the
    timing and personnel involved, and the fees to be paid by for such by Provention. [****]. 
	 	 
	6.	WARRANTIES,
    INDEMNIFICATION AND EXCLUSIONS OF LIABILITY
	 	 
	 	Warranties
    and Assurances


 


	6.1.	Provention
    represents and warrants that:
	 	 	 
	 	(i)	it
    has all rights, title and interests in and to all Provention Background Technology made available by it to Intravacc under
    this Agreement;
	 	(ii)	to
    its knowledge, the Provention Background Technology made available by it to Intravacc and the use thereof by Intravacc under
    this Agreement do not infringe any rights of third parties;
	 	(iii)	the
    Provention Material shall be in conformity with the specifications as detailed in the Development Program
	 	 	 
	6.2.	Intravacc
    represents and warrants that:
	 	 	 
	 	(i)
    	it
    has all rights, title and interests in and to all Intravacc Background Technology made available by it to Provention under
    this Agreement ;
	 	(ii)
    	to
    its knowledge, the Intravacc Background Technology made available by it to Provention and the use thereof by Provention under
    this Agreement currently do not, and will not during the Term, infringe any rights of third parties. 
	 	(iii)	to
    its knowledge, the use of the Intravacc Background Technology by Provention as contemplated by the license terms in Section
    5.7 do not infringe any rights of third parties.


 


	6.3.	EXCEPT
    AS EXPRESSLY SET FORTH HEREIN, PROVENTION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROVENTION MATERIALS, INCLUDING
    WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. 
	 	 
	6.4.	EXCEPT
    AS EXPRESSLY SET FORTH HEREIN, INTRAVACC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INTRAVACC [****], RESULTS
    OF THE SERVICES (INCLUDING (VACCINE) PRODUCT), INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
    FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. 
	 	 
	6.5.	Intravacc
    has significant expertise and experience in providing Services of the type contemplated by this Agreement and is familiar
    with all relevant Applicable Laws with respect to providing such Services in the Netherlands and is familiar with the cGMPs.
    Intravacc is in compliance and shall continue to comply, and shall cause Intravacc’s personnel to comply, with all Applicable
    Laws in the Netherlands (which include, for the avoidance of doubt, EU laws applicable in the Netherlands) and the cGMPs,
    and Intravacc has and shall continue to have all professional licenses, consents, authorizations, permits and certificates,
    and shall have and shall cause Intravacc’s personnel to have completed all registrations or made such notifications
    as required by such Applicable Laws for its performance of the Services.


 




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	6.6	Intravacc
    represents and warrants that all Vaccine Product manufactured by Intravacc under this Agreement shall be manufactured in accordance
    with the specifications which will be developed and agreed under the Development Program, with the Quality Agreement and with
    all Applicable Laws in effect during manufacturing and delivery and to the extent applicable, cGMPs.
	 	 
	6.7.	Provention
    shall use the Vaccine Product manufactured by Intravacc in preclinical studies and clinical trial(s) as contemplated by the
    Development Program. Provention is solely responsible for such studies and trials and warrants and represents that they will
    be conducted in accordance with all applicable laws, rules and best practices.
	 	 
	 	Indemnifications
	 	 
	6.8.	Subject
    to the limitations set forth in articles 6.11 – 6.13 below, each Party (the Indemnifying Party) shall indemnify
    and hold harmless the other Party, its Affiliates and its/their officers, employees, subcontractors and representatives (the
    “Indemnified Parties”) against any and all liability, damages, penalties, fines, reasonable costs, expenses
    (including reasonable legal expenses) (“Losses”) suffered or incurred by the Indemnified Party resulting
    from or arising out of any claim against the Indemnified Party by any (third) person to the extent arising from or in connection
    with the Indemnifying party’s breach of this Agreement, negligence, or intentional misconduct , PROVIDED that there
    shall be no such obligation on the part of the Indemnifying Party to the extent such claim arises from the Indemnified Party’s
    own breach of this Agreement, negligence, or intentional misconduct. 
	 	 
	6.9.	Provention
    shall indemnify and hold harmless Intravacc against any and all Losses resulting from or arising out of any claim against
    Intravacc by any (third) person to the extent arising from or out of or in connection with the use by Provention of the Intravacc
    Technology and/or the Provention Foreground and/or the Vaccine Product, either in preclinical studies, human clinical trials
    and/or other use by or under responsibility of Provention; provided that this Section 6.9 shall not apply to any Losses to
    the extent such Losses are a result of (a) Intravacc’s breach of the terms of this Agreement, (b) Intravacc’s
    negligence or intentional misconduct or (c) claims for which Intravacc is obligated to indemnify Provention under 6.8 above.
	 	 
	 	Insurance
	 	 
	6.10.	Each
    Party shall obtain and maintain insurance, whether in the form of self-insurance or comprehensive general liability insurance,
    including product liability insurance with an amount which is in conformance with the industry standards in the pertinent
    industrial sector in relation with its activities under the Development Program, which shall include, for the avoidance of
    doubt, the preclinical trials and clinical studies to be performed by Provention as contemplated by the Development Program
	 	 
	 	Limitations
    of liability
	 	 
	6.11	In
    no circumstances shall either party be liable to the other in contract, tort or otherwise howsoever arising or whatever the
    cause thereof, for any indirect or consequential damages of the other Party of any nature, such as but not limited to any
    loss of profit, business, contracts, revenues or anticipated goodwill, reputation, contracts, revenues or anticipated savings,
    except where the liability is a result of gross negligence, fraud or willful misconduct of that Party or cannot otherwise
    be limited under the law governing this Agreement. Notwithstanding anything to the contrary in this Agreement, the Parties
    further agree that the liability of auxiliary persons shall be excluded as allowed under article [****].


 




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	6.12	Intravacc
    will not be liable for any loss or damage directly or indirectly resulting from:
	 	 
	 	(i)	defects
    in material supplied to Intravacc by Provention (or in its name);
	 	(ii)	incorrect
    information provided by Provention.
	 	 	 
	6.13	To
    the extent Intravacc’s liability vis-à-vis Provention is not excluded pursuant to the previous clauses, it will
    in any case be limited to the fee it has received from Provention with respect to [****]; except where the liability would
    be indemnifiable under Section 5.2, or to the extent it results from Intravacc’s gross negligence, fraud or willful
    misconduct or breach of its confidentiality obligations or it is otherwise not allowed under the law governing this Agreement
    to limit the liability.
	 	 	 
	 	US
    specific regulations on restricted parties
	 	 	 
	6.14	Provention
    will inform Intravacc about certain specific regulations in the US which may restrict parties from offering Services such
    as those under this Agreement. Based on that information, Intravacc will review its personnel list and, if such is the case,
    will separately declare to Provention, that to the best of its knowledge, neither Intravacc, as a research institute under
    the Ministry of Health, Welfare and Sports of the Netherlands, nor any personnel performing Services hereunder (i) has been
    convicted of an offense related to any Federal or State healthcare program, including, but not limited to those within the
    scope of 42 U.S.C. § 1320a 7(a); (ii) has been excluded, suspended or is otherwise ineligible for Federal or States healthcare
    program participation, including, but not limited to, persons identified on the General Services Administration’s List
    of Parties excluded from Federal Programs or the HHS/OIG List of Excluded Individuals/Entities; or (iii) has been debarred
    under Section 306 of the Federal Food Drug and Cosmetic Act (21 U.S.C. § 355a); (“Restricted Party”).
    Intravacc further agrees that if, at any time after execution of this Agreement, it becomes aware that it has or any personnel
    has become or is in the process of being charged, convicted, debarred excluded, proposed to be excluded, suspended or otherwise
    rendered ineligible, or is on an enforcement list, Intravacc will immediately notify Provention. Intravacc acknowledges that
    designation of itself as a Restricted Party shall be grounds for immediate termination of this Agreement and the Development
    Program by Provention for cause with no cure period.
	 	 	 
	7.	SPECIFIC
    TERMS REGARDING VACCINE PRODUCT
	 	 
	7.1.	A
    quality agreement (the “Quality Agreement”) shall be jointly developed
    by the Parties to incorporate all relevant quality assurance and quality control obligations and aspects for the Parties with
    respect to the Services, and as may be amended from time to time in accordance with its terms promptly after the execution
    of this Agreement. Each Party shall perform its respective obligations and responsibilities set forth in the Quality Agreement.
    
	 	 	 
	7.2.	Pursuant
    to the terms and conditions of this Agreement, Intravacc will, as part of the Services, make Vaccine Product available substantially
    in accordance with the Development Program. It is understood that the specifications for Vaccine Product will be developed
    under the Development Program. 
	 	 	 
	7.3.	Prior
    to making the Vaccine Product available to Provention, Intravacc shall, subject to the Quality Agreement, test representative
    samples of the Vaccine Product for purposes of determining whether such Vaccine Product conforms to the specifications and
    shall include with delivery of Vaccine Product a Certificate of Compliance and a Certificate of Analysis (which shall include
    a statement that the Vaccine Product complies with the specifications). The Certificate of Analysis will be delivered to Provention
    for each Vaccine Product Batch along with all other documents on the basis of which a Batch of Vaccine Product is released
    by Intravacc, including, but not limited to, production records, analytical test data for release tests, Batch Records and
    deviation reports as agreed upon in the Quality Agreement, etc. (“Documents”).


 




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	7.4.	All
    Vaccine Product shall be packaged and labeled in accordance with the specifications. Upon notification by Intravacc to Provention
    that the Vaccine Products are, at its facility, ready for shipment, Provention will arrange for transport of the Vaccine Product
    to Provention’s designated facility. Provention shall be responsible for all tariffs, customs, clearance and other similar
    charges. Provention shall be responsible for the risk of loss, delay or damage in transit of the Vaccine Product to Provention’s
    designated facility. Intravacc shall include with such shipment, the quantity of Vaccine Products included for the shipment,
    and all technical documentation as specified in the Quality Agreement.
	 	 
	7.5.	In
    the event that Provention has an additional need for Vaccine Product, not covered by the Development Program, it can request
    Intravacc to provide additional services in manufacturing such Vaccine Product. Intravacc shall make its best effort to meet
    such request. If such is possible, the services will be provided under a separate service agreement, for a reasonable fee
    to be negotiated between the Parties, which shall be determined consistent with the fees that have been negotiated for the
    Services provided hereunder. 
	 	 
	8.	CONFIDENTIALITY
    and PUBLICATION
	 	 
	8.1.	Confidential
    Information. 
	 	 
	 	Each
    Party shall maintain the Confidential Information of the other Party in confidence under no less strict conditions than that
    such Party maintains and protects its own Confidential Information. Confidential Information received from the other Party
    shall only be disclosed to those Affiliates, Collaboration Partners, employees or agents of the receiving party with a need
    to know for the purpose or use it for any purpose other than to meet the objectives of this Agreement. In addition, where
    Provention is the receiving party, the Confidential Information may be disclosed, in confidence and on a strict need-to-know
    basis, by Provention for review by regulatory and governmental authorities, provided that Provention will seek to ensure the
    confidentiality of such information in that context.
	 	 
	8.2.	Required
    Disclosures. 
	 	 
	 	Section
    8.1 shall not apply to any Confidential Information which is required to be disclosed to comply with applicable laws or regulations
    (including, but not limited to the rules and regulations of an exchange on which the shares of a party are publicly traded),
    but only to the extent required by such law or regulation and further provided that the Party intending to make such disclosure
    shall provide prior written notice of such disclosure to the other Party sufficiently in advance of such disclosure in order
    for such other Party to respond and to take reasonable and lawful action to avoid and/or mitigate such disclosure.
	 	 
	8.3.	Notwithstanding
    any other provision of this Agreement, Provention shall have the right to disclose a copy of this Agreement to any potential
    acquirer, or current or potential financier or investor of or in Provention, and to their respective agents and advisers,
    subject to customary confidentiality undertakings with respect thereto.
	 	 
	8.4.	Publication
	 	 
	 	Unless
    otherwise provided in the Development Program, Intravacc shall not make any announcement, oral presentation, or publication
    relating to any Services or Results without Provention’s express prior written approval, except as required by Law.


 




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	 	Nothing
    in this Agreement is intended to limit or restrict in any way Provention’s right to publish independently any Results,
    provided that Provention will not publish any Results containing Intravacc Information without Intravacc’s prior written
    permission. Provention will give Intravacc sufficient time, but at least 30 days, in advance of the submission of a publication
    containing Intravacc Information to review, comment on and suggest amendments to the proposed publication. Intravacc has the
    right (i) to object to any part of the proposed publication to the extent that Intravacc Information would be disclosed by
    the proposed publication; and if such is the case, the proposed publication shall be amended by mutual agreement to adequately
    address such objection; or (ii) to request postponement of such proposed publication to the extent that a patent application
    with respect to Results disclosed in such proposed publication is sought; if such is the case, the proposed publication shall
    be postponed to allow reasonable time for submitting that patent application.
	 	 
	 	In
    any publications, Provention will acknowledge the contribution of Intravacc as appropriate (being co-authorship or an acknowledgement),
    subject however to prior written permission of Intravacc for such acknowledgement (who may choose not to be mentioned).
	 	 
	 	Following
    the Effective Date of this Agreement,
    the Parties shall issue a press release in
    a form that is mutually decided upon. Parties will in good mutual consultation decide on any other press releases in the future.
	 	 
	9.	TERM
    and TERMINATION 
	 	 
	9.1.	Term
	 	 
	 	This
    Agreement shall, subject to earlier termination, expire at the end of the Development Program Term (“Term”).
    
	 	 
	9.2.	The
    obligations and rights of the Parties which by the nature of their operation are intended to survive termination of this Agreement
    shall survive this Agreement, including, but not limited to, the following sections: Section 2.4 (Use of Intravacc [****])
    and Articles 4 (Payments), 5 (Intellectual Property), 6 (Liabilities), 8 (Confidentiality and Publication), 9 (Term and Termination);
    and 14 (Miscellaneous).
	 	 
	9.3.	Termination
    by Provention for Convenience 
	 	 
	 	Provention
    may terminate this Agreement and/or the Development Program, without cause, at any time by giving ninety (90) days written
    notice to Intravacc, subject however to the following: any payments due to Intravacc under clause 4.2 for Services performed
    in accordance with the terms of the Agreement up to the termination date must still be made and shall not be refunded.
	 	 
	9.4.	Termination
    by Provention for Product Cessation
	 	 
	 	Provention
    may terminate this Agreement at any time upon thirty (30) days’ notice in the event that it, or an applicable regulatory
    body, determines that continuation of a study poses a significant health risk to patients.
	 	 
	9.5.	Termination
    in case of Breach
	 	 
	 	Each
    Party may terminate this Agreement effective upon at least 30 days written notice if the other Party breaches a material term
    of this Agreement, and such breach is not remedied within such 30 day period. A payment obligation shall be a material obligation
    in this respect, but the breach of a payment obligation shall be determined solely on the basis of the payment terms as set
    out in this Agreement (including determination of when a payment is overdue). Termination for breach shall not affect any
    (other) legal remedies or claims a Party may have against the other.


 




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	9.6.	Termination
    for Bankruptcy
	 	 
	 	Either
    Party may by written notice to the other terminate this agreement in the event that the other Party becomes insolvent or has
    a receiver or administrator appointed to the whole or any part of its assets, or if an order shall be made or a resolution
    passed for its winding-up.
	 	 
	9.7.	Accrued
    Rights
	 	 
	 	Termination
    or expiration of this Agreement shall not affect any accrued rights of either Party nor shall it affect the coming into force
    or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into
    or continue in force on or after such termination. 
	 	 
	9.8.	Payment
    for Services
	 	 
	 	In
    the event of termination, Provention agrees to pay Intravacc for all Services performed in accordance with the terms of this
    Agreement, if completed, or pro rata, if partially completed prior to such termination and any non-refundable, non-cancellable
    payments and any non-cancellable, non-refundable expenses that would otherwise be payable under the terms of this Agreement.
    
	 	 
	9.9.	Destruction
    of Materials
	 	 
	 	Upon
    termination or expiration of this Agreement, Intravacc shall, at Provention’s choice and upon Provention’s instruction,
    promptly destroy, or return to Provention all Provention Material, at Provention’s cost. 
	 	 
	10.	SUBCONTRACTING
	 	 
	10.1.	Intravacc
    will not subcontract any of its obligations under this Agreement to any third party without Provention’s prior written
    approval.
	 	 
	10.2.	Intravacc
    ensures that each of its approved subcontractors shall adhere to the requirements of this Agreement.
	 	 
	11.	FORCE
    MAJEURE
	 	 
	11.1.	Each
    Party will be excused for any failure or delay in performing any of its obligations under this Agreement, if such failure
    or delay is caused by force majeure. 
	 	 
	11.2.	As
    a case of force majeure is to be understood each unforeseen event, which is beyond the control of the Parties and cannot be
    reasonably avoided or counteracted by the Party affected. This includes, but is not limited to: acts of terrorism, fire, flood,
    earthquake, explosion, riot, strike, lack of sufficient qualified personnel to provide the Services (beyond the reasonable
    control of Intravacc), lockout, transport restrictions, failure or delay of delivery by any supplier, war, regulations, measures
    of any governmental or local authority or relevant advisory body and/or international organization, such as WHO or the Dutch
    health council (in Dutch: “Gezondheidsraad”) that requires either Party to focus production capacity on
    the prevention or treatment of diseases or epidemics and the refusal or suspension of any import/ export license or other
    necessary licenses or permits by a governmental or local authority.
	 	 
	11.3.	In
    the event that force majeure shall continue unabated for a period of six (6) months from the date the Party claiming relief
    gives the other Party notice of force majeure, either Party hereto shall have the right to terminate this Agreement by furnishing
    written notice to the other, with termination effective only upon the expiration date of such six (6) month period.


 




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	12.	APPLICABLE
    LAW AND JURISDICTION 
	 	 
	12.1.	This
    Agreement shall be governed by, and construed in accordance with, the laws of [****]. All disputes arising out of or in connection
    with this Agreement shall first be submitted to the management of both Parties who will attempt to find a mutually acceptable
    solution. Only if this fails, conflicts shall be finally settled under the Rules of Arbitration of the International Chamber
    of Commerce by three arbitrators. Each party will select one arbitrator and the third arbitrator will be selected by the arbitrators
    appointed by the parties. The language of arbitration will be English. The place of arbitration will be [****]. The Parties
    shall accept the arbitral award as final. 
	 	 
	13.	AUDITS
	 	 
	13.1	Intravacc
    will maintain complete and accurate records, regardless of type or form, of all matters relating to the Intravacc’s
    performance of the Services and its other obligations under this Agreement and any Development Program that enable Intravacc
    to demonstrate compliance with its obligations under this Agreement and any Development Program (the “Records”).
    Intravacc shall provide copies of Records to Provention upon its reasonable request. Intravacc shall maintain all Records
    for a period of six (6) years after the expiration or termination of this Agreement or the Development Program in effect,
    or for such longer period as otherwise may be required by Applicable Laws, whichever occurs later. In accordance with the
    Quality Agreement, Provention may inspect those portions of Intravacc’s facility that are used for the performance of
    the Services at reasonable times during this Agreement, observing confidentiality obligations vis-à-vis third parties,
    for the purpose of determining compliance with the terms of this Agreement. Intravacc will provide full cooperation for these
    inspections. One yearly audit is included in Intravacc’s’ Proposal, but costs for additional audits will be borne
    by Provention.
	 	 
	13.2	Intravacc
    will notify Provention promptly in writing of any FDA or any other governmental inspection, audit, review, or inquiry relating
    to, impacting or concerning any Services provided hereunder. To the extent permitted by Applicable Laws and other acts of
    governmental authorities, with regard to any inspection, review, audit or other regulatory matter that may impact or relate
    to any Services, Provention will have the right to be present during any inspection, audit or review and to review and provide
    comment to any written response related to any inspection, audit, review, or inquiry.
	 	 
	14.	MISCELLANEOUS
    
	 	 
	14.1.	Notifications
	 	 
	 	All
    notifications for the Agreement shall be sent by registered letter with acknowledgement of receipt to the Party for which
    the notice is intended at the following addresses: 


 


For
Provention:


 


Provention




 


Provention
Bio, Inc.


110
Old Driftway Lane


Lebanon,
NJ 08833


Attn:
Ashleigh Palmer, CEO


Telephone:
908-399-2954


E-mail:
APalmer@proventionbio.com


 




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With
a copy to:


 


Lowenstein
Sandler LLP


One
Lowenstein Drive


Roseland,
New Jersey 07068


Attn:
Michael J. Lerner, Partner


Telephone:
973-597-6394


Email:
mlerner@lowenstein.com


Fax:
973-597-6395



For Intravacc:


 


Intravacc


Antonie
van Leeuwenhoeklaan 9


3721
MA Bilthoven, The Netherlands


Attn.
[****]


Telephone:
[****]


Email:
[****]


 


	14.2.	Headings
	 	 
	 	Paragraph
    headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph
    headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.
	 	 
	14.3.	Assignment
	 	 
	 	This
    Agreement and the rights and obligations contained in it shall not be assigned or transferred to third parties, unless upon
    prior written approval of the other Party, except that either Party may assign this Agreement, without such consent, to an
    entity that acquires all or substantially all of its business or the assets to which this Agreement pertains, whether by merger,
    reorganization, acquisition, sale, privatization or otherwise, or to an Affiliate.
	 	 
	14.4.	Entire
    Agreement
	 	 
	 	This
    Agreement and the Annexes attached hereto or referenced herein contain the entire, final and complete agreement between the
    Parties with respect to the subject matter contained herein (including confidentiality obligations) and supersede any prior
    discussion, agreement or understanding relating to the subject matter of this Agreement (including confidentiality obligations).
    
	 	 
	14.5.	Independent
    Contractor
	 	 
	 	In
    the performance of its obligations under this Agreement, Intravacc shall at all times act as and be deemed an independent
    contractor. Nothing in this Agreement shall be construed to render Intravacc or any of its employees, agents, or officers,
    an employee, joint venturer, agent, or partner of Provention. Intravacc is not authorized to assume or create any obligations
    or responsibilities, express or implied, on behalf of or in the name of Provention. It is understood that the employees, methods,
    facilities, and equipment of Intravacc shall at all times be under Intravacc’s exclusive direction and control.
	 	 
	14.6.	Modifications
	 	 
	 	This
    Agreement may only be modified by a written document signed by both Parties. 
	 	 
	14.7.	Invalid
    provisions
	 	 
	 	Should
    one or more provisions of this Agreement be held invalid or unenforceable by law or regulation, or by a definitive decision
    of a competent court, all the other provisions shall remain in full effect and the Parties shall make the necessary modification
    without delay while respecting, as closely as possible, the spirit of the present Agreement at the moment of signature. 


 






    	Initial Provention:	Page 17 of 19	Initial Intravacc:



    	 



    

 





 


	14.8.	Annexes


 


The
following Annexes form an integral part of this Agreement:


 


Annex
A - Development Program


Annex
B - Intravacc Background Technology


Annex
C - Intravacc [****]


Annex
D - Provention Background Technology


Annex
E – Payment Schedule


Annex
F – [****] Costs


 


In
the event of any conflicts between this Agreement and the Annexes, this Agreement will prevail. The terms of this Agreement and
the Annexes shall be controlling over any terms of any purchase order, sales acknowledgement, invoice or other such documents
issued by either Party. For the avoidance of doubt, the Standard Intravacc Terms and Conditions, as attached to the Proposal,
are superseded by this Agreement in all respects.


 


	14.9.	Signing
    authority
	 	 
	 	Each
    signatory to the Agreement has signature authority and is empowered on behalf of his or her respective Party to execute this
    Agreement. 
	 	 
	14.10.	This
    Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together
    shall constitute one and the same agreement. All signatures of the Parties may be transmitted by facsimile or electronic delivery,
    and each such facsimile signature or electronic delivery signature (including a pdf signature) will, for all purposes, be
    deemed to be the original signature of the Party whose signature it reproduces and be binding upon such Party.


 


[REST
OF PAGE INTENTIONALLY LEFT BLANK]


 




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IN
WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date.


 


	The
    State of the Netherlands, represented by the Minister of Public Health, Welfare and Sports, on behalf of the Minister,
    Projectdirectie ALT, The Institute for Translational Vaccinology (Intravacc)	 	Provention
    Bio, Inc., represented by Ashleigh Palmer, Chief Executive Officer
	 	 	 
	/s/
    [****]	 	/s/
    Ashleigh Palmer
	(authorized
    signature)	 	(authorized
    signature)
	 	 	 
	Name:
    [****]	 	Name:
    Ashleigh Palmer
	 	 	 
	Function:
    General Director	 	Function:
    Chief Executive Officer
	 	 	 
	Date:
    March 6, 2018	 	Date: March 6, 2018
	 	 	 
	Place:
    Bilthoven	 	Place: Bilthoven 


 




    	Initial Provention:	Page 19 of 19	Initial Intravacc:



    	 



    

 





 


Annex
A - Development Program


Annex
B - Intravacc Background Technology


Annex
C - Intravacc [****]


Annex
D - Provention Background Technology


Annex
E – Payment Schedule


Annex
F – [****] Costs


 




    	Initial Provention:	Annexes	Initial Intravacc:



    	 



    

 





 


Annex
A


Development
Program


 


[****]


 




    	Initial Provention:	Annex A-1	Initial Intravacc:



    	 



    

 





 


Annex
B


Description
of Intravacc Background Technology relating to viral vaccine research, development, and production


 


[****]


 




    	Initial Provention:	Annex B-1	Initial Intravacc:



    	 



    

 





 


Annex
C


Intravacc
[****]


 


[****]
and all related documentation and materials


 




    	Initial Provention:	Annex C-1	Initial Intravacc:



    	 



    

 





 


Annex
D


Provention
Background Technology


 


[****]


 




    	Initial Provention:	Annex D-1	Initial Intravacc:



    	 



    

 





 


Annex
E


[****]


 





 


Additional
Out-of-Pocket Expenses


 


In
addition to the project budget (see payment schedule above), which also includes a directly available [****] Euro budget for unforeseen
costs, Intravacc shall be entitled to reimbursement of maximally [****] Euro unforeseen out-of-pocket expenses directly related
to performing the Services (“Out-of-Pocket Expenses”), provided that Provention approves such Out-of-Pocket Expenses
in advance in writing. Therefore, this additional amount represents [****]% of the total unforeseen budget ([****] Euro), which
will be used as contingency budget in consultation only. All such Out-of-Pocket Expenses shall be reimbursed at cost; no mark-up
shall be permitted. Each invoice shall include copies of receipts for all Out-of-Pocket Expenses that are submitted for reimbursement.


 




    	Initial Provention:	Annex E-1	Initial Intravacc:



    	 



    

 





 


Annex
F


[****]
Costs


 


The
price for [****] Bank vials is [****] euro per vial.


 


The
price for [****] Bank vials is [****] euro per vial.


 




    	Initial Provention:	Annex F-1	Initial Intravacc: