Exhibit 10.26


 


 


 


[***]
Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material
and is the type that the registrant treats as private or confidential.


 


Business
Confidential – Protected B


 


THIS
IS AN AMENDING AGREEMENT (referred to herein as “Amendment Five”)


 


	BETWEEN:	NATIONAL
    RESEARCH COUNCIL OF CANADA
	 	a
    departmental corporation forming part of the Government of Canada
	 	created
    by the National Research Council Act (R.S.C. 1985, c. N-15), and
	 	an
    agent of Her Majesty the Queen in Right of Canada 
	 	whose
    head office address is:	 
	 	 	1200
    Montreal Road	 
	 	 	Ottawa,
    Ontario K1A 0R6 	(called
    the “NRC”)


 


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


 


(Collectively
known as the “Parties”)


 


WHEREAS
the parties entered into an Agreement signed by the NRC on 30 March 2020 (called
the “Original Agreement”) and Amendment One signed by NRC on 21 December 2020 (called “Amendment One”),
Amendment Two signed by NRC on July 8, 2021 (called “Amendment Two”), Amendment Three (called “Amendment Three”)
signed by NRC on 28 August 2021 and Amendment Four (called “Amendment Four”), signed by NRC on 15 November 2021, by which
the Parties agreed to collaborate in a “Project”, described as: COVID-19 vaccine evaluation. The Original Agreement,
Amendment One, Amendment Two, Amendment Three, Amendment Four and this Amendment Five are now called “The Agreement”.


 


WHEREAS
this Amendment Five includes certain amendments to Tasks related to the assays of new variants performed for the purpose of developing
a vaccine against COVID-19, which project is being funded by the Coalition for Epidemic Preparedness Innovations (CEPI).


 


WHEREAS
the parties wish to add a definition and clauses for Contractors as well as add a list of Contractors for the Collaborator.


 


WHEREAS
the Parties wish to amend the Agreements.


 


IN
CONSIDERATION of the mutual covenants hereunder, the Parties agree as follows:


 


	1.	The
                                            Agreement shall be read with the amended terms stated below. With respect to all other terms,
                                            the Parties confirm the Agreement.
	 	 
	2.	“Contractors”
                                            means contract manufacturing organizations (“CMOs”) and contract research
                                            organization (“CROs”) to be used by the Collaborator to perform research
                                            and/or manufacturing services on behalf of the Collaborator in the performance of certain
                                            obligations arising out of the Agreement. Except for the preapproved Contractors listed in
                                            Annex - List of Approved Contractors of this Amendment Five, the Collaborator shall
                                            obtain the prior written approval from the NRC for each applicable Contractor. For clarity,
                                            the NRC shall, subject to any relevant legal theories or defenses, treat any breach of the
                                            Agreement by a Contractor as a breach of the Agreement by the Collaborator.
	 	 
	3.	The
                                            attached “SCHEDULE OF PAYMENTS” is in addition to the “Schedule
                                            of Payments” from the Agreements.


					     




    	NRC Ref.: HHT – Immuno Biology	A-0042326 (orig. A-0035546)	Page 1 of 5



     


    

 


 


 


	4.	The
                                            attached “NEW STATEMENT OF WORK AND DELIVERABLES” is in addition to the
                                            “STATEMENT OF WORK AND DELIVERABLES” in the Agreements.
	 	 
	5.	The
                                            estimated total value of this Project Amendment Five is: minimum of $ *** (Task 1.22 and
                                            Task 2.9.1) to a maximum of $*** (Tasks and Optional tasks) as stated in the Statement
                                            of Work.
	 	 
	6.	The
                                            Collaborator is a Canadian Small and Medium Enterprise (SME) or a Canadian educational institution,
                                            including a community college, CEGEP, polytechnic or university, and benefits from a Fee
                                            Reduction of minimum of $*** (Task 1.22 and Task 2.9.1) to a maximum of $*** (Tasks and
                                            Optional tasks). The Collaborator hereby warrants that, at the time of signing this Agreement,
                                            it is a SME and has 500 or fewer full-time equivalent employees, or it is a Canadian educational
                                            institution.
	 	 
	7.	The
                                            amount that the Collaborator will pay to the NRC in cash for this Amendment Five is: minimum
                                            of $*** (Task 1.22 and Task 2.9.1) to a maximum of $*** (Tasks and Optional tasks)
                                            as stated in the Statement of Work.
	 	 
	8.	The
                                            expiry date of The Agreement is extended from 30 June, 2022 to 31 October, 2022.
	 	 
	9.	This
                                            Amendment Five may be executed in one or more counterparts and by the different parties hereto
                                            in separate counterparts, each of which when executed shall be deemed to be an original but
                                            all of which taken together shall constitute one valid and binding agreement. A portable
                                            document format (PDF) copy of an executed counterpart signature page will be as valid as
                                            an originally executed counterpart for purposes of signing this Amending Agreement.



 


SIGNED
by the Collaborator at Ottawa, Ontario


 


	 	 	 	VARIATION
    BIOTECHNOLOGIES INC.
	 	 	 	 	 
	Date:	January
    31, 2022	 	Per:	/s/
    Jeff Baxter
	 	 	 	 	Jeff
Baxter
	 	 	 	 	CEO
	 	 	 	 	 
	SIGNED
    by the NRC at Ottawa, Ontario
	 	 	 	 	 
	 	 	 	NATIONAL
    RESEARCH COUNCIL OF CANADA
	 	 	 	 	 
	Date:	February
    8, 2022	 	Per:	/s/
    Lakshmi Krishnan
	 	 	 	 	Lakshmi
    Krishnan, Ph.D. 
	 	 	 	 	Acting
    Vice President, Life Sciences


 




    	NRC Ref.: HHT – Immuno Biology	A-0042326 (orig. A-0035546)	Page 2 of 5



     


    

 


 


 


ANNEX
SP – SCHEDULE OF PAYMENTS TO NRC


 


Billing
address: See page 1


 


	Billing
    contact:
	 	Name:
    	 	Andrea
    McRae
	 	Title:	 	Project
    Manager
	 	Telephone:	 	613
    749 4200
	 	Email:	 	***


 


	SP-1	The
                                            Collaborator shall be invoiced as follows:



 


	Invoicing Schedule (Estimated Dates)	 	Amount Due*
	Upon signature by both Parties of Amendment 5 Task 2.9.1	 	$	***	
	Upon completion of Task 1.22	 	$	***	 
	Upon completion of Task 2.9.2 Go/No Go	 	$	***	 
	Upon completion of Task 2.9.3 Go/No Go	 	$	***	 
	Upon completion of Task 2.9.4 Go/No Go	 	$	***	 
	Upon exercising Optional Task 2.9.5	 	$	***	 
	TOTAL MAXIMUM PAYABLE AMOUNT	 	$	***	 



*Plus
applicable taxes


 


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



 


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



 


Accounts
Receivable


National
Research Council of Canada


1200
Montreal Road


Ottawa,
Ontario, K1A 0R6 CANADA


 


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



 


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



 


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



 


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



 


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



 




    	NRC Ref.: HHT – Immuno Biology	A-0042326 (orig. A-0035546)	Page 3 of 5



     


    

 


 


 


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



 


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



 


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



 


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


 


(the
rest of this page was intentionally left blank)


 




    	NRC Ref.: HHT – Immuno Biology	A-0042326 (orig. A-0035546)	Page 4 of 5



     


    

 


 


 


STATEMENT
OF WORK AND DELIVERABLES 


 


***


 


ANNEX
- LIST OF APPROVED CONTRACTORS


 


 1. Resilience Biotechnologies Inc.




 2. VVector BIO




 




    	NRC Ref.: HHT – Immuno Biology	A-0042326 (orig. A-0035546)	Page 5 of 5