EX-10.38





 Exhibit 10.38 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. 
 AMENDMENT NO. 3 TO SUB-LICENCE AND
COLLABORATION AGREEMENT 
 This Amendment No. 3 to Sub-Licence and Collaboration Agreement
(“Amendment No.3”) is effective as of 31 December 2015 (the “Amendment No.3 Effective Date”) by and between MedImmune, LLC, a Delaware limited liability company with a place of business at One MedImmune Way, Gaithersburg,
MD20878, United States (“MedImmune”) and Humabs BioMed SA, a limited company organized under the laws of Switzerland having its head office at Via Mirasloe 1, Bellinzona CH-6500, Switzerland (
“Humabs”). MedImmune and Humabs are each referred to herein as a “Party” and collectively as the “Parties”. 

WHEREAS, the Parties entered a Sub-Licence and Collaboration Agreement dated 20 March 2012, as
amended by letter dated 4 April 2013 and Amendment No.2 to Sub-Licence And Collaboration Agreement dated 27 April 2015 (collectively the “Agreement”); 

WHEREAS, the Parties wish to extend the Research Term of the Agreement. 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the adequacy and sufficiency of which is hereby
acknowledged, the Parties agree that the Agreement is hereby amended as follows: 
  

	 	1.	 The Research Term of the Agreement is extended until [***], unless sooner terminated in accordance with the
termination provisions of the Agreement or extended by mutual written agreement of the Parties. 


  

	 	2.	 The Parties agree that MedImmune shall pay to Humabs [***] in respect of the activities to be conducted during
the additional 


 [***] set forth in Section 1 above. Payment of such sum shall be made in accordance
with clause 5.23.5 of the Agreement. 
  

	 	3.	 The activities to be conducted during the [***] set forth in Section 1 above shall be agreed pursuant to
Section 5 of the Agreement. 


  

	 	4.	 Capitalized terms used in this Amendment and not otherwise defined shall have the meanings set forth in the
Agreement. 


  

	 	5.	 Except for the modifications set forth above, the Agreement shall remain unchanged and in full force and
effect. 


  

	 	6.	 This Amendment may be executed in two or more counterparts, each of which will be deemed an original and all of
which will together be deemed to constitute one Amendment. The Parties agree that the execution of this Amendment by industry standard electronic signature software and/or by exchanging PDF signatures shall have the same legal force and effect as
the exchange of original signatures, and that in any proceeding arising under or relating to this Amendment, each Party hereby waives any right to raise any defense or waiver based upon execution of this Amendment by means of such electronic
signatures or maintenance of the executed Amendment electronically. 



  

					
	Agreement Number: CW474245	  	Page 1 of 2	  	/s/ FR   /s/DC














 IN WITNESS WHEREOF THE PARTIES SET THEIR NAMES HERETO TO BE IN EFFECT AND LEGALLY BINDING AS
OF THE AMENDMENT NO.3 EFFECTIVE DATE. 
  

									
	MEDIMMUNE, LLC	 		 	HUMABS BIOMED SA
					
	By:	 	 /s/ JoAnn Suzich 
	 	    	 	By:	 	 /s/ Filippo Riva

	Name:	 	JoAnn Suzich	 		 	Name:	 	Filipo Riva
	Title:	 	Vice President	 		 	Title:	 	CEO & CFO
	Date:	 	31 Dec 2015	 		 	Date:	 	12.23.2015
				
		 		 		 	HUMABS BIOMED SA
					
		 		 		 	By:	 	 /s/ Davide Corti 

		 		 		 	Name:	 	Davide Corti
		 		 		 	Title:	 	CSO
		 		 		 	Date:	 	12.23.2015


  

					
	Agreement Number: CW474245	  	Page 2 of 2