Exhibit 10.1


 


 


 LICENSE AGREEMENT


 


Relating to


 


Encapsulated Cells Producing Viral Particles


 


and


 


Encapsulated Cells Expressing Biomolecules


 


 


 


 


LICENSORS





 


BAVARIAN NORDIC A/S, reg. no.
16271187,


 


a company incorporated in Denmark, whose registered
office is at Bøgeskovvej 9, DK-3490 Kvistgárd, Denmark


 


 


and


 


GSF • Forschungszentrum für Umwelt
u. Gesundhelt GmbH,


 


Ingolstädter Landstr. 1, D-85764 Neuherberg, Deutschland


 


 


and


 


 


 


LICENSEE


 


Bio Blue Bird AG,


 


Pflugstr. 7, FL-9490 Vaduz, Liechtenstein


 


 


 


 


 


 


 


 


 


 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






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	1 	Definitions 	3
	 	 	 
	2	Condition Precedent	 6
	 	 	 
	3	Licence 	 6
	 	 	 
	4	Clinical Data	 7
	 	 	 
	5	Royalty Payments	7
	 	 	 
	6	Intellectual Property	 8
	 	 	 
	7	Representations And Warranties	10
	 	 	 
	8	Indemnification and Liability 	 10
	 	 	 
	9	Term And Termination	 11
	 	 	 
	10	Development and Sales Efforts and Obligations 	12
	 	 	 
	11	Marketing Efforts and Obligations 	 12
	 	 	 
	12	Adverse drug events and product recalls 	 12
	 	 	 
	13	Confidentiality 	 13
	 	 	 
	14	Miscellaneous 	14


 


 


 


Annex 1          Licensed Clinical Data


 


Annex 2          Licensed Patent Rights


 




 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 






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This Contract is made the [                   ]
day of June 2005 between:







 





	(1)		BAVARIAN NORDIC
                                         A/S, reg. no. 16271187, a company incorporated in Denmark, whose registered office
                                         is at Bøgeskovvej 9, DK-3490
                                         Kvistgárd, Denmark (“BAVARIAN NORDIC”) and






	(2)		GSF
                                         • Forschungszentrum für Umwelt u. Gesundhelt GmbH, Ingolstädter Landstr.
                                         1, D-85764 Neuherberg, Deutschland (“GSF”) 

                                         

                                         (BAVARIAN NORDIC and GSF jointly referred to as “LICENSORS) and



 


	(3)		Bio Blue
                                         Bird AG, Pflugstr. 7, FL-9490 Vaduz, Liechtenstein (“LICENSEE”).






Whereas:


 


	(A)		LICENSORS are co-owners of protective rights related to the encapsulation of cells.
The  protective rights all relate back to the two Danish applications DK 0740/95 filed on June 27, 1995, and DK 0352/96 filed
on March 27, 1996.






	(B)		LICENSORS have extensive experience and expertise within research, development, and
clinical trials of Technology directed to encapsulated cells producing viral particles and encapsulated cells expressing biomolecules;






	(C)		LICENSORS have Licensed Patent Rights and Clinical Data pertaining to technology directed
to encapsulated cells producing viral particles and encapsulated cells expressing biomolecules;






	(D)		LICENSEE has extensive experience and expertise within research, development, and
clinical trials within technology directed to encapsulated cells producing viral particles and encapsulated cells expressing biomolecules;






	(E)		LICENSEE and LICENSORS now desire to enter into this Agreement whereby LICENSEE is
granted a license to make, have made, obtain market approval, market and sell the Licensed Product in the fields of encapsulated
cells producing viral particles and encapsulated cells expressing biomolecules;



 


It is agreed:


 










	1		Definitions






	1.1		The following definitions shall be used for the purposes of interpreting the Agreement
and all documents relating thereto except where the context requires otherwise:













	1.1.1		"Affiliate"
                                         shall mean, with respect to a Party, any corporation or other business entity controlling,
                                         controlled by or under common control with such Party. The term "controlling"
                                         (with correlative meanings for the terms "controlled by" and "under common
                                         control with") as used in this definition means either (a) possession of the direct
                                         or indirect ownership of more than fifty percent (50%) of the voting or income interest
                                         of the applicable corporation or other business entity, or (b) the ability, by contract
                                         or otherwise, to control the management of the applicable corporation or other business
                                         entity.










	1.1.2		"Agreement"
                                         shall mean this agreement including the Annexes.





 


 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 


    	3



    	 



    
 


	1.1.3		"Buyer"
                                         shall mean a person other than LICENSEE, sub-licensees or its Affiliates who is the
                                         first third party to purchase the particular Licensed Product from LICENSEE, sub-licensees
                                         or its Affiliates, such as, for instance, the distributor of the Licensed Products. For
                                         the avoidance of doubts, Buyer will not necessarily be the end consumer of the Licensed
                                         Products.






	1.1.4		"Clause"
                                         shall mean a Clause within the Agreement.






	1.1.5		"Clinical
                                         Data" shall mean Bavarian Nordic's proprietary data with respect to Technology
                                         directed to encapsulated cells producing viral particles and encapsulated cells expressing
                                         biomolecules as listed in Annex 1 attached hereto.








	1.1.6		"Commencement
                                         Date" shall be the date when the Condition Precedent as stipulated in Clause
                                         2.1 has been fulfilled and this Agreement is signed by all Parties and the inventors
                                         mentioned in Clause 2.2.








	1.1.7		"Competent
                                         Authority" shall mean any national or local agency, authority, department, inspectorate,
                                         minister, ministry official, parliament or public or statutory person (whether autonomous
                                         or not) of any government of any country having jurisdiction over either any of the activities
                                         contemplated by this Agreement or the Parties including the U.S. Food and Drug Administration,
                                         the European Commission, The Court of First Instance and the European Court of Justice;





	1.1.8		"Confidential
                                         Information" shall mean any and all technical or commercial information which
                                         is now or at any time hereafter during the term of this Agreement in the possession of
                                         either Party or Its Affiliates and is derived from the other Party or its Affiliates
                                         which is of a confidential nature or is received in circumstances in which that Party
                                         knows or should know that the information is confidential including without limitation,
                                         data, know-how, formulae, processes, designs, photographs, drawings, specifications,
                                         software programs and samples and any other material bearing or incorporating any such
                                         information together with financial and commercial information relating to the business
                                         of either Party;






	1.1.9		"Field
                                         of this Agreement" shall mean the development, manufacture, sale and/or distribution
                                         of Licensed Products or other use based on the Licensed Patent Rights and Clinical Data
                                         directed to encapsulated cells producing viral particles and encapsulated cells expressing
                                         biomolecules.








	1.1.10		"First
                                         Commercial Sale" shall mean on a country-by-country basis the date of first
                                         commercial sale of a Licensed Product by LICENSEE. its Affiliate or sub-licensee in such
                                         country after Market Approval, or the successful completion of Phase Ill pivotal trials,
                                         to a Buyer.



 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






    	4



    	 



    

 





	1.1.11		"Force
                                         Majeure" shall mean conditions beyond the control of the Parties, including
                                         without limitation, voluntary or involuntary compliance with any regulation, law or order
                                         of any government, war, civil commotion, labour strike or lock-out. epidemic, failure
                                         or default of public utilities or common carriers, destruction of production facilities
                                         or materials by fire, earthquake, storm or like catastrophe; provided, however, the payment
                                         of invoices due and owing hereunder shall not be delayed by the payer because of a force
                                         majeure affecting the payer.











	1.1.12		"Licensed
                                         Patent Rights" shall mean the patents and the patent applications listed in
                                         Annex 2 attached hereto, together with any extensions, registrations, confirmations,
                                         reissues, continuations, continuations in part, divisions, reexamination certificates,
                                         revalidations, additions, substitutions, or renewals thereof and any patents or Supplementary
                                         Protection Certificates (SPCs) issuing therefrom.













	1.1.13		"Licensed
                                         Products" shall mean any product which cannot be developed, manufactured, used
                                         or sold without infringing one or more Valid Claims under the Licensed Patent Rights
                                         in the respective country.











	1.1.14		"Net
                                         Sales Value" shall mean the invoiced sales of Licensed Product by LICENSEE and
                                         its Affiliates and sub-licensees to a Buyer excluding:






	(i)		the cost of transportation and insurance;






	(ii)		commissions, cash discounts, trade discounts and quantity discounts actually granted
to the buyer;






	(iii)		allowances or credits actually granted to the buyer on account of settlement of complaints,
                                                                                 returns and replacements; and






	(iv)		sales taxes (including VAT) and/or taxes, and/or tariff duties directly imposed on
sales of the Licensed Product;








	(v)		upfront payments by third parties to secure distribution or sales rights.






	1.1.15		"Parties"
                                         shall mean LICENSEE and LICENSORS.






	1.1.16		"Royalty
                                         Term" shall mean the period during which royalties are payable by LICENSEE
                                         to LICENSORS in accordance with Clause 5.2 below.






	1.1.17		"Territory"
                                         shall mean all countries in which Licensed Patent Rights exist.






	1.1.18		"Valid
                                         Claim" shall mean a claim of a published patent application and/or an issued
                                         and unexpired patent in a particular country which has not been held permanently revoked,
                                         unenforceable or invalid by a decision of a court or other governmental or international
                                         agency of competent jurisdiction, and which is unappealable or unappealed within the
                                         time allowed for appeal, and which has not been admitted invalid, disclaimed or otherwise
                                         abandoned and which would be infringed by LICENSEE (in the absence of the licence granted
                                         in this Agreement) in the event of sale of the Licensed Product by LICENSEE in that country.







 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 






    	5



    	 



    

 





	1.2		The interpretation and construction of the Contract shall be subject to the following
provisions:













	1.2.1		a reference
                                         to any statute, enactment, order, regulation or other similar instrument shall
                                         be construed as a reference to the statute, enactment, order, regulation or other similar
                                         instrument as subsequently amended or re-enacted;











	1.2.2		the headings to Clauses are for ease of reference only and shall not affect the interpretation
or construction of the Clauses; and






	1.2.3		where the context allows, the masculine includes the feminine and the neuter, and
the singular includes the plural and vice versa.






	1.2.4		where any provision is expressed to be subject to the knowledge of any Party or that
Party's Affiliates it will be implied that that knowledge (or absence of knowledge) follows diligent enquiry.








	1.2.5		References herein to a Party shall include a reference to that Party's Affiliates
unless the context otherwise requires.






	2		Condition Precedent











	2.1		Withdrawal of
                                         Law Suit. Professor Dr. Walter H. Günzburg will withdraw the court action 21 0 14970/04
                                         of Regional Court Munich I in the matter of Prof. Dr. Walter H. Günzburg v. Bavarian Nordic
                                         Research Institute A/S and GSF-Forschungszentrum für Umwelt und Gesundheit GmbH immediately
                                         after the present agreement has been signed. The LICENSORS will agree to the withdrawal
                                         of the court action. Each Party will bear the costs generated on its respective side
                                         by and in the course of the law suit; no refund will be made to any of the other Parties.
                                         An application with regards to costs will not be filed with the Regional Court Munich
                                         I.






	2.2		Acknowledgement
                                         of Patent Proprietorship. The inventors of the Licensed Patent Rights (Walter H.
                                         Günzburg, Brian Salmons, Robert Saller, and Peter Karle) hereby acknowledge that the
                                         proprietorship of the inventions covered by the protective rights mentioned in Article
                                         (A) above and any patent rights worldwide pertaining thereto belongs to Bavarian Nordic
                                         A/S and GSF, also having considered the German Act on Employee's Inventions, and that
                                         each assignment executed and signed with respect to said inventions are valid, enforceable,
                                         and applicable worldwide.













	3		Licence








	3.1		License
                                         to LICENSEE. Subject to the terms of this Agreement, LICENSORS hereby grant to LICENSEE
                                         the non-exclusive irrevocable (except as provided for in clause 9.2) royalty-bearing,
                                         licence, with the right to sublicense in accordance with Clause 3.2, under the Licensed
                                         Patent Rights to further develop, make, have made (including services under contract
                                         for Licensee or sub-licensee, by Contract Manufacturing Organizations, Contract Research
                                         Organisations, Consultants, Logistics Companies or others), obtain marketing approval,
                                         sell and offer for sale the Licensed Product or otherwise use the Licensed Patent Rights
                                         in the Territory within the Field of this Agreement.



 
 *** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    	6



    	 



    



	3.2		Sublicense.
                                         In the event that LICENSEE grants a sublicense of the rights granted under Clauses 3.1
                                         above:






	3.2.1		Within thirty (30) days after entering into the sublicense, LICENSEE shall deliver
a copy of such sublicense agreement to BAVARIAN NORDIC on behalf of LICENSORS.







	3.2.2		Any sublicense agreement shall (i) be consistent with, and not extend beyond the scope
of the terms and conditions of this Agreement, and (ii) require the sub-licensee to agree to comply with all relevant terms and
conditions of this Agreement including, without limitation, the obligation to maintain the confidentiality of Confidential Information
in accordance with the terms and conditions of Clause 13.1 hereof and the obligations to pay royalties pursuant to Clause 5.1
hereof. This does, however, not exclude LICENSEE from charging a higher royalty rate to sub-licensees than agreed upon in Clause
5.1.








	3.2.3		The LICENSEE shall be responsible to the LICENSORS for the amount of the royalty fee
agreed upon between the LICENSEE and LICENSORS for royalties due with respect to Net Sales Value of Licensed Products sold by any
sub-licensee having a sublicense granted under this agreement as if they were sales by the LICENSEE.







	4		Clinical Data





	4.1		BAVARIAN NORDIC hereby grants LICENSEE and any sub-licensee, the non-exclusive right
to use the Clinical Data (Annex 1) that may be deemed necessary or appropriate in order for LICENSEE or any sub-licensee to develop,
make, have made (including services under contract for LICENSEE or sub-licensee, by Contract Manufacturing Organizations, Contract
Research Organisations, Consultants, Logistics Companies or others), obtain marketing approval, sell and offer for sale the Licensed
Products or otherwise use the Clinical Data pursuant to Clause 3.






	5		Royalty Payments











	5.1		Royalty. Subject to the terms
                                                                                                                                                   of this Agreement, LICENSEE shall pay to BAVARIAN NORDIC for the use of a Valid Claim during the Royalty Term on a
                                                                                                                                                   country-by-country  basis, royalties equal to
                                                                                                                                                   [****************] of Net Sales Value of each Licensed Product sold by LICENSEE and/or its Affiliates and/or its
                                                                                                                                                   sub-licensees to a buyer. Insofar as more than one Valid Claim is pending in a country this does not affect the amount of
                                                                                                                                                   royalties (even if three or more Valid Claims are pending the royalties amount to [**] Sales Value of each Licensed
                                                                                                                                                   Product).






	5.2		Royalty
                                         Term. LICENSEE's obligation to pay royalties under Clause 5.1 above shall commence
                                         on the First Commercial Sale of the Licensed Product in a particular country, and shall
                                         continue on a country by country basis until the expiration of the last Valid Claim within
                                         the Licensed Patent Rights in such country.





 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






    	7



    	 



    

 





	5.3		Quarterly Payments.
                                         All royalties under Clause 5.1 arising from sales by LICENSEE and/or its Affiliates
                                         shall be payable on a country-by-country basis and shall be paid quarterly as soon as
                                         possible but in any event within thirty (30) days of the end of the relevant calendar
                                         quarter. All royalties under Clause 5.1 arising from sales by sub-licensees of LICENSEE
                                         shall be payable on a country-by-country basis and shall be paid quarterly as soon as
                                         possible but in any event within sixty (60) days of the end of the relevant calendar
                                         quarter.








	5.4		LICENSEE Royalty
                                         Reports. Each royalty payment shall be accompanied by a statement stating the number
                                         and type of sold Licensed Products and aggregate gross invoiced price and the calculation
                                         of Net Sales Value, by country, of each sale invoiced during the relevant calendar quarter.








	5.5		Payment Method.
                                         All payments due under this Agreement to LICENSORS shall be made by bank wire transfer
                                         in immediately available funds to an account designated by BAVARIAN NORDIC.








	5.6		Currency.
                                         Royalties under this Agreement shall be calculated in the local currency of each country
                                         and converted into EUR and paid in EUR on the basis of the average currency exchange
                                         rate for the applicable calendar quarter quoted by the ECB.








	5.7		Taxes. LICENSORS
                                         shall pay any and all taxes levied on account of payments it receives under this Agreement.
                                         All royalty payments under this Agreement shall be excluding VAT, if applicable.








	5.8		Records and
                                         Inspection. LICENSEE and its Affiliates and sub-licensees shall keep complete, true
                                         and accurate books of account and records for the purpose of determining the payments
                                         to be made under this Agreement. Such books and records shall be kept for at least five
                                         years following the end of the calendar quarter to which they pertain. Such records will
                                         open for inspection during such five year period by independent accountants, solely for
                                         the purpose of verifying payment statements hereunder. Such inspections shall be made
                                         no more than once in each period of twelve months, at reasonable time and on reasonable
                                         notice. Any amounts showed to be owed but unpaid shall be paid within thirty (30) days
                                         from the accountant's report, plus interest from the original date due. Inspections conducted
                                         under this Clause 5.8 shall be at the expense of LICENSORS, unless a variation or error
                                         producing an increase exceeding 10% of the royalty amount stated for any period covered
                                         by the inspection is established in the course of such inspection, whereupon all costs
                                         relating to the inspection for such period will be paid promptly by LICENSEE. In case
                                         the inspection reveals an overpayment by LICENSEE, the overpayment (plus interest, but
                                         minus the costs of the inspection) shall be paid back within thirty (30) days from the
                                         accountant's report.










	5.9		Interest.
                                         Interest shall accrue on sums outstanding after the due date for payment at the rate
                                         of 5% (five percent) per annum
                                         over ECB base rate from time to time.









	6		Intellectual Property






	6.1		Ownership.
                                         Subject to the licenses granted. under this Agreement, each Party shall continue to own
                                         (and/or control) the entire right, title and interest in and to any and all of the inventions,
                                         Confidential Information and intellectual property rights owned (and/or controlled) solely
                                         by such Party and its employees or agents as of the Commencement Date.










 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






    	8



    	 



    

 





	6.2		Subject to the licenses granted under this Agreement, LICENSORS shall own the entire
right, title and interest in and to any and all of the Licensed Patent Rights and BAVARIAN NORDIC shall own the entire right,
title and interest in and to the Clinical Data.








	6.3		Patent
                                         Prosecution. LICENSORS shall have the sole and exclusive right, except as otherwise
                                         provided below, to file, prosecute and maintain any patents with claims covering inventions
                                         in the Licensed Patent Rights. LICENSORS shall use good faith, diligent efforts to file,
                                         prosecute, and maintain such patents, including Supplementary Protection Certificates
                                         ("SPC"), and shall consider the best interest of both LICENSEE and LICENSORS
                                         in so doing. If LICENSORS decline to file or prosecute a patent or SPC application or
                                         maintain a patent within the Licensed Patent Rights, LICENSORS shall timely, at least
                                         three months before any relevant deadline, notify LICENSEE and LICENSEE may thereafter
                                         file and prosecute at its expense a patent or SPC application or maintain a patent claiming
                                         such invention. LICENSORS shall in such case provide to LICENSEE all necessary assistance,
                                         in particular assignment declarations and copies of all relevant patent office correspondence
                                         and copies of the relevant patent application and all patent documents. As a result of
                                         its maintenance of such patents or filing and or prosecution of such patent or SPC applications
                                         (or paying any fees according to this Clause), LICENSEE shall acquire all rights in these
                                         patents (including SPCs) and patent applications for that jurisdiction and cease to be
                                         obliged to further pay royalties here based on said patents (including SPCs) or patent
                                         applications prosecuted or maintained at Its own expense.








	6.4		Notification
                                         of prosecution. LICENSORS agree to inform LICENSEE Immediately about any essential
                                         developments regarding the application proceedings and the status of the Licensed Patent
                                         Rights, such as official objections, oppositions and/or issue of patent. In addition,
                                         LICENSEE may request information from LICENSORS on these issues twice a year.








	6.5		Notification
                                         of Infringement. If either Party learns of any infringement or threatened infringement
                                         by a third party of the Licensed Patent Rights, such Party shall promptly notify the
                                         other Party and shall provide such other Party with all evidence of such infringement
                                         in its possession or otherwise available to such Party.








	6.6		Enforcement of
                                         Licensed Patent Rights. LICENSORS shall have the initial right, but not the obligation,
                                         to institute, prosecute and control at its own expense and by counsel of its own choice,
                                         any action or proceeding with respect to infringement of any Licensed Patent Rights.
                                         If LICENSORS do not want to institute, prosecute and control at its own expense and by
                                         counsel of its own choice, any action or proceeding with respect to infringement of any
                                         Licensed Patent Rights in the Territory, then LICENSEE shall have the right, but not
                                         the obligation, to institute, prosecute and control at its own expense and by counsel
                                         of its own choice, any action or proceeding with respect to infringement of any Licensed
                                         Patent Rights. LICENSORS will have the right to be represented in any action or proceeding
                                         brought by LICENSEE by counsel of its own choice and at its own expense. Apart from that,
                                         the Party controlling any suit under this Clause 6.6 shall bear all costs and expenses
                                         of such suit. All damages or other monies awarded or received in settlement of such suit
                                         shall be used to reimburse each Party for all costs and expenses incurred in such infringement
                                         action, however, starting with the costs and expenses of the Party controlling the suit.
                                         Any additional amounts will be divided between LICENSEE and LICENSORS at a ratio of 66.6%
                                         to 33.3%. in case LICENSEE controlled the suit under this Clause 6.6. No settlement,
                                         consent, judgment or other voluntary final disposition of such suit may be entered into without the consent
of LICENSORS, whose consent shall not be unreasonably withheld.









 


 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






    	9



    	 



    

 





	7		Representations
                                         And Warranties






	7.1		Each Party warrants to the other that:






	7.1.1		it is a corporation duly organised, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated;








	7.1.2		it has the corporate power and authority and the legal right to enter into this Agreement
free from any conflicting right owed to a third party and to perform its obligations hereunder;








	7.1.3		it has taken all necessary corporate action on its part to authorise the execution
and delivery of this Agreement and the performance of its obligations hereunder;













	7.1.4		this Agreement has been duly executed and delivered on behalf of each Party, and constitutes
a legal, valid, binding obligation, enforceable against such Party in accordance with its terms. All necessary consents, approvals
and authorisations of all governmental authorities and other persons required to be obtained by such Party in connection with
the execution of this Agreement have been obtained.








	7.1.5		the execution and delivery of this Agreement and the performance of such Party's obligations
hereunder do not constitute a default or require any consent under any contractual obligation of such Party.













	7.2		LICENSORS declare that they are free to make arrangements regarding the Licensed Patent
Rights and that - apart from the Munich Proceedings mentioned in Clause 2.1 - they have no knowledge either that third parties
have launched attacks against the Licensed Patent Rights or that the Licensed Patents Rights are affected by rights of third parties,
in particular in the form of prior use rights or a dependency on intellectual property rights of third parties.










	8		Indemnification
                                         and Liability






	8.1		Indemnification
                                         by LICENSEE. LICENSEE hereby agrees to indemnify, hold harmless and defend LICENSORS
                                         and its officers, directors and employees against any and all liability, damages, judgments,
                                         awards or costs of defence (including without limitation reasonable attorneys' fees,
                                         expenses to defend and amounts paid in settlement of any action) resulting from any claim
                                         or claims by third parties solely to the extent that such claim or claims: (a) are based
                                         on the material breach of any obligation or representation or warranty by LICENSEE set
                                         forth in this Agreement; (b) are based on the gross negligence or willful misconduct
                                         of LICENSEE, or any of its employees or agents; or (c) arise out of the possession, storage,
                                         transport, manufacture, use, administration, sale, distribution or other disposition
                                         of Licensed Product(s) by or on behalf of LICENSEE (other than LICENSORS), provided that
                                         such indemnification shall not apply to the extent that any such claim would require
                                         indemnification by LICENSORS under Clause 8.2 below.





 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






    	10



    	 



    

 





	8.2		Indemnification
                                         by LICENSORS.
                                         LICENSORS hereby agree to indemnify, hold harmless and defend LICENSEE and its officers,
                                         directors and employees against any and all liability, damages, judgments, awards or
                                         costs of defence (including without limitation reasonable attorneys' fees, expenses to
                                         defend and amounts paid in settlement of any action) resulting from any claim or claims
                                         by third parties solely to the extent that such claim or claims: (a) are based on the
                                         material breach of any obligation or representation or warranty by LICENSORS set forth
                                         in this Agreement; (b) are based on the gross negligence or willful misconduct of LICENSORS,
                                         or any of its employees or agents; or (c) arise out of the possession, storage, transport,
                                         manufacture, use, administration, sale, distribution or other disposition of Licensed
                                         Product(s) by or on behalf of LICENSORS, provided that such indemnification shall not
                                         apply to the extent that any such claim would require indemnification by LICENSEE under
                                         Clause 8.1 above.








	8.3		Indemnification
                                         Procedure. A Party seeking indemnification under this Clause (the "Indemnified
                                         Party") shall give prompt notice of the claim to the other Party (the "Indemnifying
                                         Party") and, provided that the Indemnifying Party is not contesting the indemnity
                                         obligation, shall permit the Indemnifying Party to control any litigation relating to
                                         such claim and disposition of any such claim, provided that the Indemnifying Party shall
                                         act reasonably and in good faith with respect to all matters relating to the settlement
                                         or disposition of any claim as the settlement or disposition relates to the parties being
                                         indemnified under this section, and the Indemnifying Party shall not settle or otherwise
                                         resolve any claim without prior notice to the Indemnified Party and the consent of the
                                         Indemnified Party, if such settlement involves any remedy other than the payment of money
                                         by the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying
                                         Party in its defence of any claim for which indemnification is sought under this section.








	8.4		Commencing not later than the date of First Commercial Sale of the first Licensed
Product, LICENSEE or any sub-licensee shall obtain and carry in full force and effect product liability insurance in amounts,
which are reasonable and customary in the pharmaceutical industry for similar products.








	9		Term
                                         And Termination






	9.1		Term and Termination.
                                         The Agreement shall commence on the Commencement Date and, save as otherwise provided,
                                         continue on a country by country basis until the expiration of the last valid claim of
                                         the Licensed Patent Rights. Except for clause 9.2, the parties shall have no right for
                                         termination of the Agreement.








	9.2		Termination for
                                         Cause. In addition to any other rights a Party may have at law, upon a material breach
                                         of this Agreement by a Party, the non-breaching Party shall have the right to provide
                                         written notice describing such breach and stating its intention to terminate this Agreement
                                         if such breach is not cured. If the breaching Party does not cure the breach within forty
                                         five (45) days of receipt of such notice, then the non-breaching Party will have the
                                         right, by written notice provided within forty five (45) days thereafter, to terminate
                                         this Agreement and all licenses or sublicenses granted by the non-breaching Party to
                                         the breaching Party.








	9.3		Effect of Termination.





 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 






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	9.3.1		In the event of termination or expiry of this Agreement, the following provisions
(Clauses) of this Agreement shall survive (2.2, 8, 9.3, 13.1, 14.1).








	9.3.2		In the event of termination of this Agreement, LICENSEE or its respective Affiliates
or sub-licensees, as the case may be, shall cease immediately to use, make, have made, and sell Licensed Products after a 3-month
phase-out period, if not agreed otherwise between the Parties, in which LICENSEE, its respective Affiliates or its sub-licensees
are permitted to sell the Licensed Products on stock; and both parties shall to the extent possible return to the other party
all Licensed Patent Rights, Clinical Data and destroy or return all Confidential Information, without delay at their own cost
and expense.








	10		Development Efforts
                                         and Obligations






	10.1		Development
                                         Efforts. LICENSEE, or its respective Affiliates or sub-licensees, as the case may
                                         be, shall devote all reasonable efforts to develop the Licensed Product as promptly as
                                         possible. LICENSEE shall, on a current basis, provide BAVARIAN NORDIC on behalf of LICENSORS
                                         with information on the following activities regarding its development and sale of the
                                         Licensed Product in the Territory:








-filing an investigational new drug application (IND).


 


- start of a Phase Ill clinical study.


 


-first Product Approval in US.


 


- first Product Approval in Europe.


 


- first Product Approval in Japan.


 


- Market Authorization in the US, Europe and/or Japan.


 


	10.2		LICENSEE or its respective Affiliates or sub-licensees, as the case may be, shall
conduct all human clinical trials with Licensed Products in accordance with applicable international standards (ICH/GCP) and local
regulations. LICENSEE agrees, subject to regulatory guidelines and restrictions, to provide LICENSORS with a summary of the results
of clinical study protocols regarding human clinical trials involving Licensed Products, at the end of the Phase III clinical
trials.








	11		Marketing Efforts
                                         and Obligations






	11.1		Marketing Efforts.
                                         LICENSEE, or its respective Affiliates or sub-licensees, as the case may be, shall
                                         devote all reasonable efforts to commence manufacturing and commercialising the Licensed
                                         Product as promptly as possible.








	12		Adverse drug events
                                         and product recalls






	12.1		LICENSEE or its respective Affiliates or sub-licensees, as the case may be, shall
be responsible for conducting any recall of defective Licensed Products marketed by them within the Territory. LICENSORS shall
co-operate with and give all reasonable assistance to LICENSEE in conducting any such recall, at LICENSEE's expense.





 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 






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	13		Confidentiality






	13.1		Confidentiality
                                         Obligation. During the term of this Agreement, and for two (2) years thereafter,
                                         each Party shall maintain in confidence any and all Confidential Information disclosed
                                         to it by the other Party pursuant to the activities under this Agreement. The Clinical
                                         Data shall, however, be maintained by LICENSEE in confidence for as long as the pertinent
                                         legal provisions allow. Each Party further agrees that it shall not use for any purpose
                                         other than the purposes expressly contemplated under this Agreement and shall not disclose
                                         to any third party the Confidential Information of the other Party, except that either
                                         Party may disclose Confidential Information under a similar obligation of confidentiality
                                         and non-use and on a need-to-know basis to its directors, officers, employees, consultants,
                                         or agents.








	13.2		Exceptions.
                                         The obligations of confidentiality and non-use contained in Clause 13.1  above
                                         shall not apply to any Information to the extent that it can be established by the Party
                                         receiving the Confidential Information (the "Receiving Party") that such Confidential
                                         Information:








	13.2.1		was already known to the Receiving Party, other than under an obligation of confidentiality,
at the time of disclosure by the other Party;






	13.2.2		was generally available to the public or otherwise part of the public domain at the
time of its disclosure to the Receiving Party;






	13.2.3		became generally available to the public or otherwise part of the public domain after
its disclosure to the Receiving Party through no fault attributable to the Receiving Party;






	13.2.4		was disclosed to the Receiving Party, other than under an obligation of confidentiality
to a third party, by a third party who had no obligation to the disclosing Party not to disclose such information to others; or






	13.2.6		was independently discovered or developed by the Receiving Party without the use of
Confidential Information belonging to the disclosing Party.






	13.3		Authorized Disclosure.
                                         Notwithstanding the limitations in Clause 13.1, each Party may disclose Confidential
                                         Information belonging to the other Party (or otherwise subject to this Clause 13.3),
                                         to the extent such disclosure is reasonably necessary in the following instances, but
                                         solely for the limited purpose of such necessity:








	13.3.1		regulatory and tax filings;






	13.3.2		prosecuting or defending litigation;






	13.3.3		complying with applicable governmental laws or regulations or valid court orders;






	13.3.4		disclosure to Affiliates, sub-licensees, agents or other contractors (including Contract
Manufacturing Organizations, Contract Research Organisations, Consultants, Logistics Companies or others) as needed in furtherance
of a Party's obligations or rights under this Agreement; provided, however, that prior to any disclosure, the disclosee
must have agreed to be bound by similar terms of confidentiality and non-use at least equivalent in scope to those set forth in
this Clause 13.






 




*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 






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	13.4		Press Releases
                                         and Other Disclosures. Except as required by law or in accordance with this Clause
                                         13.4, neither Party shall have the right to make any public announcements or other disclosures
                                         concerning the terms or performance of the Agreement without the prior written consent
                                         of the other, which shall not be unreasonably withheld. Notwithstanding the foregoing,
                                         the Parties agree that (a) each Party may disclose this Agreement in confidence to its
                                         attorneys, accountants and other professional advisors and to existing or potential investors,
                                         licensees, acquirers or merger partners, provided that, with respect to the latter group,
                                         such Party obtains agreement of such recipient to maintain such disclosed information
                                         in confidence; (b) each Party may disclose the existence of this Agreement to third parties,
                                         and (c) each Party may desire or be required to issue press releases relating to activities
                                         under this Agreement, and the Parties agree to consult with each other reasonably and
                                         in good faith with respect to the text of such press releases (under this subsection
                                         (c)) prior to the issuance thereof, provided that a Party may not unreasonably withhold
                                         consent to such releases. All such public disclosures with respect to this Agreement
                                         must be accurate and comply with applicable law and regulations. In the event of a required
                                         or desired public announcement, such Party shall provide the other Party with a reasonable
                                         opportunity to review and comment on the content of such announcement prior to its being
                                         made. In the event that either Party files a copy of this Agreement according to existing
                                         stock exchange rules, such Party shall use reasonable efforts to obtain confidential
                                         treatment of economic and trade secret information to the maximum extent permitted.








	14		Miscellaneous






	14.1		Governing Law
                                         and Jurisdiction. This Agreement shall be governed by and interpreted in accordance
                                         with German Law (however, the conflicts of law provisions being excluded) at the exclusive
                                         jurisdiction of the Courts in Munich, Germany.








	14.2		Entire Agreement.
                                         This Agreement and the Annexes constitute the entire, final and complete agreement
                                         and understanding between the Parties, and replace and supersede all prior discussions
                                         and agreements between them, with respect to the Licensed Product. No amendment, modification
                                         or waiver of any terms or conditions hereof shall be effective unless made in writing
                                         and signed by a duly authorized officer of each Party.








	14.3		Most favoured
                                         status. LICENSORS undertake to allow LICENSEE the same conditions as those in license
                                         agreements with other licensees of the Licensed Patent Rights with respect to lower royalty
                                         obligations than three (3) percent in combination with zero milestone payments. For the
                                         avoidance of doubts, this favoured status clause does not apply if LICENSORS provide
                                         such other licensees with lower royalty obligations in combination with reasonable milestone
                                         payments.








	14.4		Successors
                                         and Assigns. This Agreement shall be binding upon each of the Parties, their successors
                                         and assigns. LICENSORS undertake to impose the obligations under this Agreement upon
                                         any legal successors to which the Licensed Patent Rights may be assigned. Except as otherwise
                                         expressly provided for in this Agreement, either Party shall not be entitled to assign
                                         any rights hereunder to any party without the prior written consent of the other Party,
                                         except that, a Party may assign this Agreement to its successor in interest pursuant
                                         to a merger, acquisition or sale of all or substantially all of its assets.





 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 






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	14.5		Force
                                         Majeure. Both Parties shall be excused from the performance of their obligations
                                         under this Agreement to the extent that such performance is prevented by Force Majeure
                                         and the non-performing Party promptly provides notice of the prevention to the other
                                         Party. If the Force Majeure in question prevails for a continuous period in excess of
                                         3 [three] months, the parties shall enter into bona fide discussions with a view
                                         to agreeing upon such alternative arrangements as may be fair and reasonable. If the
                                         Parties cannot agree such alternative arrangements then either Party shall be entitled
                                         to terminate this Agreement immediately by written notice.








	14.6		Notices.
                                         Except as otherwise expressly provided within the Agreement, no notice or other communication
                                         from one Party to the other shall have any validity under the Agreement unless made in
                                         writing by or on behalf of the Party concerned. This written form requirement also applies
                                         to its surrender.






	14.7		Any notice or other communication which is to be given
by either Party to the other shall be given by letter, or by facsimile transmission or electronic mail confirmed by letter. Such
letters shall be delivered by hand or sent prepaid by first class post, addressed to the other Party, with receipted recorded
delivery. If the other Party does not acknowledge receipt of any such letter, facsimile transmission or item of electronic mail,
and the relevant letter is not returned as undelivered, the notice or communication shall be deemed to have been given at the
day of signature of the receipt of recorded delivery.








 


Notices
to:


 










	To LICENSORS:		Bavarian Nordic A/S

Bøgeskovvej 9


DK-3490 Kvistgárd





Denmark





Attn: Director of Intellectual Property Rights














 





	With copies to: 	Bavarian Nordic GmbH

Patent Department

Fraunhoferstraβe 13

D-82 152 Martinsried

Germany


	and 	GSF- Forschungszentrum für



Umwelt und Gesundheit, GmbH
Legal Department

Ingolstädter Landstrasse 1




86764 Neuherberg

Germany







  



	To LICENSEE:	 	Bio Blue Bird AG


Pflugstr.
7

FL-9490 Vaduz


Liechtenstein

Attn: Dr. Gerold Hoop




 


*** Certain confidential information
contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 






    	15



    	 



 

	With copies to:	 	Prof.
Dr. Walter Günzburgr 

Weyprechtgasse 10,


A-2340 Mödiing

Austria







	14.8		No Strict Construction.
                                         This Agreement has been prepared jointly and shall not be strictly construed against
                                         either Party. Ambiguities, if any, in this Agreement shall not be construed against any
                                         Party, irrespective of which Party may be deemed to have authored the ambiguous provision.








	14.9		Severability.
                                         If any one or more of the provisions of this Agreement is held to be invalid or unenforceable
                                         by any court of competent jurisdiction from which no appeal can be or is taken, the provision
                                         shall be considered severed from this Agreement and shall not serve to invalidate any
                                         remaining provisions hereof. The Parties shall make a good faith effort to replace any
                                         invalid or unenforceable provision with a valid and enforceable one such that the objectives
                                         contemplated by the Parties when entering this Agreement may be realized.








	14.10		No Waiver.
                                         Any delay in enforcing a Party's rights under this Agreement or any waiver as to
                                         a particular default or other matter shall not constitute a waiver of such Party's rights
                                         to the future enforcement of its rights under this Agreement, excepting only as to an
                                         express written and signed waiver as to a particular matter for a particular period of
                                         time.






	14.11		Independent
                                         Contractors. Each Party shall act solely as an independent contractor, and nothing
                                         in this Agreement shall be construed to give either Party the power or authority to act
                                         for, bind or commit the other Party in any way. Nothing herein shall be construed to
                                         create the relationship of partnership, principal and agent or joint venture between
                                         the Parties.






	14.12		Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall be
                                         an original and all of which shall constitute together the same document.





 





*** Certain confidential information contained in this document, marked by brackets, has been
omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended 



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We have
read, understood, and consented to the status of ownership, i.e., BAVARIAN NORDIC and GSF, and hereby formally confirm that
we do not have ownership to the Licensed Patent Rights referred to in Annex 2 of this Agreement. We therefore also acknowledge
the statement specifically made in Clause 2.2 and confirm that, after having thoroughly read this statement, we understand that
we are hereby estopped from making further claims to ownership of the referenced inventions.




 


 


*** Certain confidential information contained in this document, marked by brackets, has been
omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended 






    	17



    	 



    

 


 


*** Certain confidential information contained in this document, marked by brackets, has been
omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended 






    	18



    	 



    

 


 


*** Certain confidential information contained in this document, marked by brackets, has been
omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended 






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