Exhibit 10.1


 


PLEASE
NOTE: CERTAIN INFORMATION INDICATED WITH [***] IN THIS DOCUMENT HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT
MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 


 


Business
Confidential – Protected B


 


Non-Exclusive
Licence Included ☑

Exclusive Licence Included ☑


 


	BETWEEN:	NATIONAL
    RESEARCH COUNCIL OF CANADA
	 	a
    departmental corporation of the Government 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:
	 	310
    Hunt Club Road East, 2nd Floor
	 	Ottawa,
    Ontario   K1V 1C1	(called
the “Collaborator” or “VBI”)
	 	 	 
	 	 	(Collectively
    known as the “Parties”)


 


In
consideration of the mutual covenants hereunder, the Parties agree as follows:


 


	1.	This
    Agreement concerns scientific research and development, called the “Project”, described as: COVID-19 vaccine
    evaluation.
	 	 
	2.	The
    Collaborator chooses to work with the NRC because of the NRC’s unique capabilities, and does not expect the NRC to perform
    work that would be in competition with Canadian firms. Except as otherwise specified in this Agreement, the name of the NRC,
    or any reference to the NRC, shall not be used in promotional activities of the Collaborator without the NRC’s prior
    written consent.
	 	 
	3.	The
    Parties will contribute to the Project by the performance of work as described in the attached “Statement of Work and
    Deliverables”, or by payments, or both. This Agreement is subject to the terms in the attached “General Conditions”.
	 	 
	4.	The
    total value of the Project is estimated to be minimum of $[***] (no
    option) to a maximum of $[***] (with option).
	 	 
	5.	The
    Collaborator is a Canadian Small and Medium Enterprise (SME), and benefits from a Fee Reduction of minimum
    of $[***] (no option) to a maximum of $[***] (with option). The Customer hereby warrants that, at the time of signing
    this Agreement, it is a SME with 500 or fewer full-time equivalent employees, or it is a Canadian educational institution.
	 	 
	6.	The
    Collaborator shall pay to the NRC in cash the sum of minimum of $[***]
    (no option) to a maximum of $[***] (with option) according to the attached “Schedule of Payments”. The
    Collaborator shall also pay applicable sales taxes.


 




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	7.	The
    Collaborator has initiated work to design monovalent & multivalent coronavirus constructs, at its own costs, using their
    eVLP platform and will include, in its constructs, up to 4 protein antigens provided by NRC.
	 	 
	8.	The
    NRC shall make a co-investment to the Project by performing, at its own cost, work described in the Statement of Work and
    Deliverables at an estimated value of $[***].
	 	 
	9.	This
    Agreement shall become effective when the last Party has signed
    and expires on 15 November 2020, except for the following terms
    and conditions which shall survive the termination or expiration of this Agreement:
	 	 	 
	 	(a)	payment
    obligations which accrued while this Agreement was in force, or upon its termination, and the interest provisions of this
    Agreement; and
	 	 	 
	 	(b)	the
    terms and conditions with respect to Intellectual Property which are found in the attached Annex IU
    entitled “Intellectual Property” that forms part of this Agreement; and
	 	 	 
	 	(c)	terms
    and conditions with respect to exclusion of certain liability, limited warranties, and dispute resolution, all of which are
    found in the attached General Conditions that form part of this Agreement.
	 	 	 
	10.	This
    Agreement shall be interpreted according to the laws of the Province of Ontario and the laws of Canada in force there. Subject
    to section GC-15, for any litigation concerning this Agreement, including litigation arising from arbitration, the Parties
    hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the Courts of the Province of Ontario, and
    all courts competent to hear appeals therefrom. The Parties expressly exclude any conflict of laws rules or principles that
    might refer disputes under this Agreement to the laws of another jurisdiction.
	 	 	 
	11.	This
    Agreement may be executed in one or more counterparts and by the different parties hereto in separate counterparts, each of
    which when executed shall be deemed to be an original but all of which taken together shall constitute one valid and binding
    Agreement. A portable document format (PDF) copy of an executed counterpart signature page will be as valid as an originally
    executed counterpart for purposes of signing this Agreement. 


 


	SIGNED by the Collaborator	 	 
	 	 	 
		 	VARIATION
    BIOTECHNOLOGIES INC.
	 	 	 	 	 
	Date:	March
    30, 2020	 	Per:	/s/
    Jeff Baxter
	 	 	 	 	Jeff
    Baxter
	 	 	 	 	CEO
	 	 	 	 	 
	SIGNED by the NRC at Ottawa,
    Ontario	 	 	 
	 	 	 	 	 
		 	NATIONAL
    RESEARCH COUNCIL OF CANADA
	 	 	 	 	 
	Date:	March
    30, 2020	 	Per:	/s/
    Lakshmi Krishnan
	 	 	 	 	Lakshmi
    Krishnan, Ph.D.
	 	 	 	 	Human
    Health Therapeutics


 




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ANNEX
SP – SCHEDULE OF PAYMENTS TO THE NRC


 


Billing
address: See page 1


 


Billing
contact:


 


	Name:	Andrea
    McCrae
	Title:
    	Project
    Manager
	Telephone:	613
    749 4200
	Email:	amccrae@vbivaccines.com


 


	SP-1	The
                                         Collaborator shall be invoiced as follows:



 


	Schedule
    of Payments:  
	Work
    Task	 	Proposed
    Schedule of Payments	 	Task
    Value	 	NRC
    Co-investment	 	CAN
    SME Fee Reduction	 	NRC
    Pricing*	 	Final
    Price

    Amount Due*
	Task
    1: Assay development	 	 	 	[***]	 	[***]	 	 	 	 	 	 
	Task
    2: Immunogenicity in vivo	 	Invoiced
    upon completion of task	 	[***]	 	 	 	[***]	 	[***]	 	[***]
	Task
    3: PRNT assay	 	Invoiced
    upon completion of task	 	[***]	 	 	 	[***]	 	[***]	 	[***]
	Task
    4: Reporter assay	 	Invoiced
    upon completion of task	 	[***]	 	 	 	[***]	 	[***]	 	[***]
	Total
    Minimum (without options)*	 	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 
	Total
    Maximum (with options)*	 	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


 


*
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 Project, 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.


 




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	SP-8	If
    a Party expects that the value of its estimated contribution will be exceeded by
    more than 10%, it shall promptly notify the other Party. The Parties shall then negotiate a further agreement
    on costs or payments, and either Party may suspend the performance of any obligations, other than confidentiality, intellectual
    property and accrued obligations to pay, until a further agreement is reached. If the Parties fail to agree on an amendment
    within 60 days of the notice, then this Agreement shall terminate on the 60th day after the notice, unless the
    Parties agree otherwise in writing.
	 	 
	SP-9	If
    a surplus of prepayment remains as a result of premature termination, it will be refunded.
	 	 
	SP-10	If
    an instrument tendered in payment or settlement of an amount due to the NRC is dishonoured for any reason, the NRC will invoice
    an additional administrative charge of CAD 25 and this amount will be due as invoiced. 
	 	 
	SP-11	Interest
    is payable on all overdue amounts. Interest is calculated and compounded monthly at the average bank rate plus 3% and accrues
    during the period beginning on the due date and ending on the day before the day on which payment is received by the NRC.
    For purposes of this paragraph “bank rate” means the rate of interest established periodically by the Bank
    of Canada as the minimum rate at which the Bank of Canada makes short term advances to members of the Canadian Payments Association,
    and “average bank rate” means the weighted arithmetic average of the bank rates that are established during
    the month before the month in respect of which interest is being calculated.
	 	 
	 	(Rate
    information may be found at http://www.tpsgc-pwgsc.gc.ca/recgen/txt/tipp-ppir-eng.html. This site provides information
    on the rate used by departments of the Government of Canada to calculate the interest on overdue accounts payable and is the
    same rate used by the NRC to charge interest on overdue accounts receivable under the Interest and Administrative Charges
    Regulations, SOR/96-188. This web site address, and the information set out there, is provided here for convenience. In case
    of rate discrepancy, the rates quoted by the Bank of Canada shall prevail.)


 


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ANNEX
GC: GENERAL CONDITIONS


 


	GC-1	INTERPRETATION
    OF AGREEMENT: This Agreement supersedes all prior communications, negotiations and agreements concerning the Project.
    Notwithstanding any language in a purchase order that is sent to the NRC by the Collaborator in respect of the Project, the
    purchase order is for administrative purposes only of the Collaborator and does not constitute an offer, a counter-offer,
    or an amendment to this Agreement nor does it create a new agreement in respect of the Project. The NRC shall include on the
    face of its invoice for the Project any purchase order number issued by the Collaborator for the Project.  No amendment
    or waiver of terms in this Agreement, including the annexes thereto, is effective unless it is in writing, signed by all Parties,
    except that the Parties agree that the Agreement may be extended by an exchange of email from their authorized representatives.
    In case of inconsistency between the STATEMENT OF WORK AND DELIVERABLES and the rest of this Agreement, the rest of this Agreement
    prevails. No forbearance by a Party implies any broader, continuing, or future forbearance. If a court finds part of this
    Agreement invalid, the remainder is valid in accordance with its most reasonable interpretation. This Agreement does not create
    a relationship of agency, employment, partnership, or joint venture.
	 	 
	GC-2	ASSIGNMENT:
    This Agreement, and any licence granted pursuant to it, is personal to the Parties, so that neither its assignment, nor
    its assumption by a corporation formed by amalgamation of a Party with a third party, is valid except by written consent of
    all Parties, which consent shall not be unreasonably withheld.
	 	 
	GC-3	EXCLUSION
    OF CERTAIN LIABILITY: No Party shall be liable for failure or delay in performance caused by circumstances beyond
    its reasonable control, or for incorrectness or inaccuracy of data supplied, advice given, or opinions expressed unless directly
    attributable to gross negligence or willful misconduct. No claim may be made for indirect, consequential, or incidental damages.
    No claim shall exceed the cost of the Project.
	 	 
	GC-4	LIMITED
    WARRANTIES: Each Party warrants that it will conduct the Project work in a professional manner conforming to generally
    accepted practices for scientific research and development. However, because of the nature of such work, no specific result
    is promised.
	 	 	 
	 	(a)	No
    Party warrants that technical information conveyed in the deliverables does not infringe the rights of third parties under
    a present or future patent.
	 	 	 
	 	(b)	No
    Party warrants the validity of patents under which rights may be granted pursuant to this Agreement, or makes any representation
    as to the scope of patents or that those inventions may be exploited without infringing the rights of others.
	 	 	 
	GC-5	TERMINATION
    OF AGREEMENT FOR COST OVERRUNS: If following notification by one Party that costs expressed as estimates will be exceeded
    by more than 10%, if the Parties do not amend this Agreement to modify the total cost of the Project or the Statement of Work
    and Deliverables or both within sixty (60) days, then upon the expiration of that period this Agreement shall be terminated
    and upon such termination:
	 	 	 
	 	(a)	the
    Collaborator shall pay to the NRC any costs pre-dating the effective date of the termination that were intended to be reimbursable
    to the NRC under this Agreement;
	 	 	 
	 	(a)	any
    licence or option granted under this Agreement to any Party is also terminated;
	 	 	 
	 	(b)	confidentiality
    obligations of each Party regarding the information that is part of its Arising IP are terminated except with respect to the
    Jointly Created Arising IP, both Parties continuing to be bound by all other confidentiality obligations under this Agreement.


 




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	GC-6	TERMINATION
    OF AGREEMENT: This Agreement may be terminated as follows:
	 	 	 	 
	 	(a)	by
    either Party if the other Party defaults in performance of any obligation under this Agreement and fails to cure the default
    within thirty (30) days after receipt of written notice of default, and termination will take effect at the expiration of
    the cure period;
	 	 	 
	 	(b)	by
    the NRC forthwith if the Collaborator becomes bankrupt or has a receiver appointed to continue its operations, or passes a
    resolution for winding up;
	 	 	 
	 	(c)	by
    the NRC forthwith if the Collaborator has made a false or misleading representation or warranty;
	 	 	 
	 	(d)	upon
    termination:
	 	 	 	 
	 	 	(i)	the
    Collaborator shall pay to the NRC any costs pre-dating the effective date of the termination that were intended to be reimbursable
    to the NRC under this Agreement;
	 	 	 	 
	 	 	(ii)	the
    Collaborator shall also pay to the NRC any incurred costs by the NRC that result directly from the cancellation of obligations
    and from uncancellable obligations;
	 	 	 	 
	 	 	(iii)	any
    licence or option granted under this Agreement is terminated;
	 	 	 	 
	 	 	(iv)	confidentiality
    obligations of each Party regarding the information that is part of its Arising IP are terminated, both Parties continuing
    to be bound by all other confidentiality obligations under this Agreement.
	 	 	 	 
	GC-7	NOTICES:
    Any notice related to this Agreement, including a notice of change of address, must be sent to the addresses stated at
    the beginning of this Agreement, either by registered mail, which is deemed to be effective notice five days after mailing,
    or by courier or email, which are effective notices only when acknowledged by a courier’s delivery receipt or by a specific
    non-automatic return transmission.
	 	 	 	 
	GC-8	CONDITIONS:
    The Collaborator agrees that if there is any research work in the Project involving human subjects, human tissues, laboratory
    animals, or animal tissues, it shall not proceed without prior approval of the NRC’s Human Subjects Research Ethics
    Committee or Animal Care Committee and shall not be conducted in contravention of the respective Committee’s conditions
    of approval.
	 	 	 	 
	GC-9	NO
    BRIBES: The Collaborator represents and warrants to the NRC that no bribe, gift, reward, benefit or other inducement
    has been or will be paid, given, promised or offered directly or indirectly to any federal government official or employee
    or to a member of the family of such person, with a view to influencing the entry into this Agreement or the administration
    of this Agreement.
	 	 
	GC-10	NO
    DIRECT BENEFIT: The Collaborator represents and warrants to the NRC that the following individuals shall not derive
    a direct benefit from this Agreement:
	 	 	 	 
	 	(a)	a
    current or former public office holder who is not in compliance with the Conflict of Interest Act, 2006, c.9, s.2;
	 	 	 
	 	(b)	a
    current or former member of the House of Commons who is not in compliance with the Conflict of Interest Code for Members of
    the House of Commons;
	 	 	 
	 	(c)	a
    current or former public servant who is not in compliance with the Values and Ethics Code for the Public Sector; or
    
	 	 	 
	 	(d)	a
    current or former the NRC employee who is not in compliance with the NRC’s Conflict of Interest Policy.


 




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	GC-11	NO
    MISREPRESENTATION: The Collaborator represents and warrants to the NRC that it, including its Directors, officers,
    employees or agents, has made no material misrepresentation, whether by omission or commission, with a view to the obtaining
    of this Agreement.
	 	 
	GC-12	NO
    CONTINGENCY FEE: The Collaborator represents and warrants to the NRC that it has not directly or indirectly paid or
    agreed to pay and that it will not directly or indirectly pay a contingency fee for the solicitation, negotiation or obtaining
    of this Agreement to any person, other than an employee acting in the normal course of the employee’s duties. In this
    section, “contingency fee” means any payment or other compensation that depends or is calculated based on the
    degree of success in soliciting, negotiating or obtaining this Agreement and “person” includes any individual
    who is required to file a return with the registrar pursuant to the Lobbying Act, R.S.C.,1985,c. 44 (4th
    Supplement) as amended. 
	 	 
	GC-13	VISITS:
    Subject to reasonable notice of the number and names and status of personnel, including employees, students and other
    persons working on behalf of the other Party and other requirements under this Agreement, a Party may, in its discretion,
    permit visits to its premises by one or more of the other Party’s personnel, if relevant to the Project and not likely
    to interfere with regular operations. 
	 	 
	GC-14	PERSONNEL:
    The Collaborator shall be liable for the actions of its personnel, including its employees, contractors, agents or students
    and shall ensure that while working on the NRC premises, they are required to comply with the following requirements:
	 	 	 	 
	 	(a)	regulations,
    policies and directives that the NRC may adopt from time to time to address access to the NRC facilities and activities thereon,
    and without limiting the generality of the foregoing, regulations, policies and directives addressing: 
	 	 	 	 
	 	 	(i)	protection
    of confidential information; 
	 	 	 	 
	 	 	(ii)	information
    management and information technology (IM/IT);
	 	 	 	 
	 	 	(iii)	harassment
    and code of conduct in the NRC facilities;
	 	 	 	 
	 	 	(iv)	protection
    of safety and health of the NRC employees, the Collaborator’s personnel and others; and
	 	 	 	 
	 	 	(v)	security
    and emergency procedures;
	 	 	 	 
	 	(b)	any
    and all security policies that the Government of Canada may promulgate from time to time including: 
	 	 	 	 
	 	 	(i)	any
    and all security conditions and requirements the NRC may request from time to time including, without limitation, undergoing
    a security screening, which may include a fingerprint check and if, following a security screening, an employee of the Collaborator
    is unable to obtain or maintain a level of security clearance that, in the sole opinion of the NRC, is adequate, such employee
    of the Collaborator will be denied access to the NRC facilities and IT Resources;
	 	 	 	 
	 	 	(ii)	the
    requirement to display an identification badge as a condition of access to the NRC facilities with or without restrictions
    on hours of access; 
	 	 	 	 
	 	 	(iii)	restrictions
    on access to the NRC’s IT Resources; the “NRC’s IT Resources” include, but are not limited to, all
    computers, telecommunications systems, workstations, PCs, laptops, storage, software, peripheral devices, servers, network
    equipment, transmission equipment, Remote Access Systems, and internal and external communications systems—such as the
    Internet, e-mail and Intranet—e-mail accounts, messages and associated files created, sent received, or stored on the
    NRC IT resources; and 
	 	 	 	 
	 	 	(iv)	the
    requirement to follow security procedures at all times and not to do anything that may compromise the integrity of the NRC
    facilities or the NRC IT Resources, with the NRC reserving the right to modify or terminate the access privileges of the Collaborator’s
    personnel at any time;
	 	 	 	 
	 	(c)	all
    confidentiality obligations under this Agreement.


 


The
NRC shall provide the Collaborator with access to all relevant legislation, regulations, policies and procedures as well as notice
of any changes, and shall provide security, health and safety training to the Collaborator’s personnel as soon as possible
following permitted access to the NRC facilities.


 




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	GC-15	DISPUTE
    RESOLUTION: Disputes concerning this Agreement shall not be litigated. All disputes arising in connection with this
    Agreement which cannot be resolved through negotiations to the mutual satisfaction of both Parties within thirty (30) days,
    or such longer period as may be mutually agreed upon, may be submitted by either Party to arbitration in accordance with the
    Commercial Arbitration Act of Canada, R.S.C., 1985, c. 17 (2nd Supp.), as amended, and shall be subject to the following:
	 	 	 
	 	(a)	The
    Party requesting such arbitration shall do so by written notice to the other Party.
	 	 	 
	 	(b)	The
    arbitration shall take place in Ottawa, Ontario before a single arbitrator to be chosen jointly by the Parties. Failing agreement
    of the Parties on a single arbitrator within thirty (30) days of such notice requesting arbitration, either party may apply
    to a judge of a court having jurisdiction in Ottawa, Ontario for the appointment of a single arbitrator.
	 	 	 
	 	(c)	Each
    Party shall pay its own costs and an equal share of all of the costs of the arbitration and the fees of the arbitrator, except
    for the exceptional circumstance in which an arbitral award may require the payment of all costs by a Party who has brought
    a plainly frivolous dispute.
	 	 	 
	 	(d)	The
    arbitrator shall issue a written decision as soon as practicable after the conclusion of the final hearing, but in any event
    no later than sixty (60) days thereafter, unless that time period is extended for a fixed period by the Arbitrator on written
    notice to each Party because of illness or other cause beyond the Arbitrator’s control. The decision shall be rendered
    in such form that judgment may be entered thereon in any court having jurisdiction.
	 	 	 
	 	(e)	The
    decision shall be final and binding on the Parties in accordance with the Commercial Arbitration Act of Canada. 


 


Neither
Party may request arbitration in respect of a breach of this Agreement after the fourth anniversary of the day on which the requesting
Party first discovered that breach, unless the other Party has agreed in writing to extend the period.


 


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ANNEX
IU: INTELLECTUAL PROPERTY (Uncertain)


 


	IU-1	NATURE
    OF THE PROJECT: By the nature of the Project, Arising Intellectual Property that may arise is difficult to predict,
    and the Parties consider it desirable to defer settling the terms on which it will be available until the Arising Intellectual
    Property is known.
	 	 	 
	IU-2	DEFINITIONS:
	 	 	 
	 	2.1	“Arising
    Intellectual Property” or “Arising IP” is Intellectual Property that is developed in the Project
    and that is disclosed in the Deliverables. The possessive adjective “the NRC’s” or “other Party’s”
    or “VBI’s” indicates ownership or control by that Party.
	 	 	 
	 	(a)	“Jointly
Created Arising IP” is Intellectual Property created by employees of both Parties while carrying out the Project that
is not NRC Arising IP or VBI Arising IP and shall include any Arising IP that relates to the combination of NRC-designed protein
antigens and virus like particles produced by VBI.  
	 	 	 
	 	(b)	“NRC
    Arising IP” is any Arising Intellectual Property relating specifically to assays developed solely by NRC as described
    in Task 1 of the Workplan, or relating specifically to protein antigens designed solely by NRC but it does not include Intellectual
    Property owned or controlled by VBI prior to the date of this Agreement, VBI Arising IP or the Jointly Created IP.
	 	 	 
	 	(c)	“VBI
    Arising IP” is any Arising Intellectual Property relating specifically to antigens designed solely by VBI, and to
    eVLPs and vaccines solely developed by VBI, which incorporate only those antigens solely developed by VBI, for use in the
    Project and any improvements to the Intellectual Property owned or controlled by VBI prior to date of this Agreement made
    during the course of carrying out the Project but it does not include Intellectual Property owned or controlled by NRC prior
    to the date of this Agreement, the NRC Arising IP or the Jointly Created IP.
	 	 	 
	 	2.2	“Commercially
    Exploit” is to use, reproduce and modify Arising IP, and to manufacture, use, import, and sell articles embodying
    or made by use of any Deliverables and to provide services by the use of any Deliverables.
	 	 	 
	 	2.3	“Confidential
    Non-Project Information” means any confidential or proprietary information, either of a business or technical nature,
    other than Arising Intellectual Property, disclosed by one Party to the other Party pursuant to this Agreement.
	 	 	 
	 	2.4	“Deliverables”
    are the tangible results of the Project, such as reports, physical models, samples, data records, drawings, and machine-readable
    software that are specifically mentioned in the Statement of Work and Deliverables as being deliverable. 
	 	 	 
	 	2.5	“Intellectual
    Property” or “IP” is all rights in inventions (whether patentable or not), patents, copyright
    material, trade secrets, confidential information and bacterial, viral, plant, human, or animal material that has new genetic
    or other characteristics first produced by a Party..
	 	 	 
	IU-3	ARISING
    INTELLECTUAL PROPERTY: The Parties represent that, by law or contract, they will own any Arising IP created by their
    employees. A Party who is the sole owner of Arising IP is responsible for patenting and licensing its Arising IP, but is not
    obliged by this Agreement to patent its Arising IP. VBI has the right to seek patent protection for the Jointly Created Arising
    IP at its own expense.  However, if VBI is unwilling to patent the Jointly Created Arising IP, NRC may do so at its own
    expense.  Notwithstanding the foregoing, ownership of Arising IP shall be determined as follows:
	 	 	 
	 	(a)	Any
    NRC Arising IP shall be owned by NRC, and shall be subject to the license terms described in IU-5 (a).


 




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	 	(b)	Any
    VBI Arising IP shall be owned by VBI, and no license shall be granted under this Agreement except as is required to permit
    NRC to complete the Workplan. 
	 	 	 
	 	(c)	Any
    Jointly Created Arising IP shall be owned jointly by NRC and VBI, and shall be subject to the license terms described in IU-5
    (b).
	 	 	 
	 	(d)	If
    the Parties cannot come to an unanimous agreement on each Party’s contribution regarding inventorship of the Jointly
    Created Arising IP, the Parties shall both agree to refer the matter in good faith to an inventorship analysis by an independent
    unbiased third party (“Un-Biased Expert”) to provide a non-binding expert opinion to assess each researcher’s
    contribution to the invention and determine which researchers should be named as inventors on any patent applications for
    the Jointly Created Arising IP. 
	 	 	 
	IU-4	SHARING
    INFORMATION: The Parties shall keep each other promptly informed of Arising IP. Each Party shall give the other, for
    information only, a copy of any patent application for Jointly Created Arising IP immediately upon filing the application,
    and a copy of related correspondence with a patent office if requested, and the information contained in such documents and
    correspondence will be maintained in confidence until they become publicly available through no breach of this Agreement.
	 	 
	IU-5	LICENCE
    OF THE ARISING IP: Upon request by VBI no later than six (6)
    months after the end of the Project, the NRC undertakes to negotiate with VBI in good faith to settle the terms of
    a licence which will allow VBI to Commercially Exploit the NRC Arising IP and Jointly Created Arising IP on the
    following terms:
	 	 	 
	 	(a)	NRC
    Arising IP: NRC hereby grants VBI a non-exclusive option for a license to Commercially Exploit the NRC Arising
    IP, such license to include standard commercial terms to be negotiated between the Parties.
	 	 	 
	 	(b)	Jointly
    Created Arising IP: NRC hereby grants VBI an exclusive option for an exclusive license to Commercially Exploit
    the Jointly Created Arising IP, such license to include standard commercial terms to be negotiated between the Parties
	 	 	 
	 	(c)	In
    the event that VBI exercises its option pursuant to subsection (a) or (b), the Parties shall negotiate the terms of a license
    agreement in good faith for a period of three months, which period may be extended upon mutual agreement of the Parties. If
    the Parties are unable to reach an agreement on the terms of the non-exclusive license referred to in subsection (a) within
    the aforementioned period, the option shall expire and NRC shall have no further obligations with respect thereto. If
    the Parties are unable to reach an agreement on the terms of the exclusive license referred to in subsection (b), neither
    Party shall be permitted to Commercially Exploit or licence its share of the Jointly Created Arising IP without the permission
    of the other Party. Notwithstanding the foregoing, each Party shall grant to the other Party a royalty-free, exclusive
    license to use its share of the Jointly Created Arising IP solely for internal research purposes and as required to perform
    the Project and any amendments or additions thereto which are agreed upon between the Parties in writing.


 


In
addition, subject to the confidentiality provisions herein the NRC hereby licenses the other Party under Crown copyright, free
and without time limit, to use and reproduce all documents and drawings that are deliverable under this Agreement.


 


	IU-6	INTENTIONALLY
    OMITTED :
	 	 
	IU-7	NON-PROJECT
    TECHNOLOGY: If, in order to perform work in the course of the Project, a Party needs another Party’s IP that
    is not part of the Arising IP, a licence for that limited purpose is granted by this Agreement and terminates at the end of
    the Project. Any other licence must be negotiated and agreed to in writing. 


 




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	IU-8	CONFIDENTIAL
    NON-PROJECT INFORMATION RESTRICTIONS: Unless otherwise stipulated in a separate agreement, the following provisions
    apply to Confidential Non-Project Information that is in electronic, written, graphic or other tangible form, including a
    physical object, that is clearly marked “Proprietary” or “Confidential” or with an equivalent legend,
    or that is oral information provided that at the time of disclosure the disclosing Party clearly identifies the confidential
    nature of such information and confirms such confidential nature by transmitting the information, in a written version that
    is marked as above, to the receiving Party within 20 days of disclosure. The receiving Party agrees not to disclose any Confidential
    Non-Project Information, including to any director, officer or employee of the receiving Party unless that individual needs
    the information to perform work in the course of the Project and is legally bound to keep confidences. In protecting Confidential
    Non-Project Information, the receiving Party must use at least the same degree of care as it uses to protect its own information
    of a similar nature, but not less than a reasonable degree of care. Unless specifically licensed, Confidential Non-Project
    Information may only be used by the receiving Party to perform work in the course of the Project. These obligations of confidentiality
    and protection will initially apply to Confidential Non-Project Information in the form of oral information but will cease
    to apply if the information is not provided in a written version within 20 days of disclosure. Notwithstanding the foregoing,
    the receiving Party may disclose the particulars of this Agreement to others of its officers and employees for internal administrative
    and business purposes, to the extent that such disclosure does not result in a public release of such information.
	 	 
	IU-9	END
    OF CONFIDENTIAL NON-PROJECT INFORMATION RESTRICTIONS: Unless otherwise stipulated in a separate agreement, all obligations
    of confidentiality and restrictions on the use of Confidential Non-Project Information in this Agreement cease to apply five
    (5) years after the expiration of this Agreement and such obligations and restrictions do not apply to information that can
    be proved to be:
	 	 	 
	 	9.1	independently
    developed by the receiving Party without reference to or use of the confidential information of the other Party;
	 	 	 
	 	9.2	received
    from a third party without breach of any obligation of confidentiality;
	 	 	 
	 	9.3	in
    the public domain at the time of its disclosure or that later enters the public domain without breach of this Agreement; or
	 	 	 
	 	9.4	required
    to be disclosed by law, including, in the case of the NRC, the Access to Information Act, provided that the receiving
    Party first provides the other Party with notice of such requirements and of its intent to disclose the information.
	 	 	 
	IU-10	CONFIDENTIALITY
    AND USE OF ARISING IP: All Deliverables and Arising IP will be maintained in confidence and protected by both Parties
    with at least the same degree of care as they use to protect their own confidential information, but not less than a reasonable
    degree of care. Arising IP shall not be disclosed except:
	 	 	 
	 	10.1	as
    required for a patent application or, where permitted by this Agreement, for a licence to a third party including disclosure
    to prospective licensees;
	 	 	 
	 	10.2	if
    the Arising IP has entered the public domain without breach of this Agreement;
	 	 	 
	 	10.3	as
    required to be disclosed by law, including, in the case of the NRC, the Access Information Act, provided that the receiving
    Party first provides the other Party with notice of such requirements and of its intent to disclose information; 
	 	 	 
	 	10.4	NRC
    may disclose the NRC Arising IP and VBI may disclose the VBI Arising IP to the extent that such disclosure does not lead to
    disclosure of the Jointly Created Arising IP; or 
	 	 	 
	 	10.5	As
    is permitted by Section IU-12 or as otherwise agreed to by the Parties.


 




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	IU-11	PUBLICITY:
    No Party will publicly suggest that the other Party endorses or recommends any product or process or results of the
    Project.
	 	 
	IU-12	PUBLICATION:
    The Parties may jointly publish, or jointly agree in writing to allow one Party to publish, Confidential Information arising
    from the Project. If a Party requests in writing permission to publish and the other Party does not respond within
    thirty (30) days, permission is assumed. Such publications must fairly assign credit to the individual researchers
    involved. Any publication can be delayed by a period reasonable to allow the Parties to file for intellectual
    property protection. If a license is granted by NRC to VBI for the Jointly Created IP, VBI shall be expressly permitted
    to publish information regarding the Jointly Created IP without further permission.  
	 	 
	IU-13	PRESS
    RELEASE: The Parties hereby acknowledge that VBI is a publicly traded entity and subject to Securities
    and Exchange Commission regulation on disclosure within five (5) days of execution without disclosing any confidential information
    protected under this Agreement. VBI will draft a press release for the NRC’s contributions, review and approval
    within a timely manner, which approval will not be unreasonably withheld and will be assumed if no response if received within
    four (4) business days of receipt.  
	 	 
	IU-14	NO
    IMPLIED WARRANTIES: The NRC’s Arising IP is supplied and licensed on a “as is” basis, and there
    are no representations, warranties or conditions, express or implied by statute, including without limitation any with respect
    to:
	 	 	 	 
	 	14.1	market
    readiness, merchantability, or fitness for any use or purpose;
	 	 	 
	 	14.2	operational
    state, character, quality, or freedom from defects;
	 	 	 
	 	14.3	validity
    of patents;
	 	 	 
	 	14.4	non-infringement
    of rights of third parties under present or future patents.
	 	 	 	 
	IU-15	NO
    CONTESTATION OF VALIDITY: The Parties acknowledge the validity of the patents and copyright, if any licensed hereunder
    and agrees not to contest such validity, either directly or indirectly by assisting other parties.
	 	 
	IU-16	INDEMNITY:
    The NRC rejects all liability and responsibility relating to the consequences of using the NRC’s Arising IP. The
    other Party shall indemnify and save harmless the NRC, its employees and agents from and against, and be responsible for:
	 	 	 	 
	 	16.1	all
    claims, demands, losses, damages, costs including solicitor and client costs, actions, suits or proceedings brought by any
    third party, that are in any manner based upon, arising out of, related to, occasioned by, or attributable to: 
	 	 	 	 
	 	 	(a)	the
    use by the other Party of the NRC’s Arising IP including without limitation, the manufacturing, distribution, shipment,
    offering for sale, sale, or use of products and services derived from the NRC’s Arising IP; and 
	 	 	 	 
	 	 	(b)	product
    liability and infringement of Intellectual Property rights other than copyright, if any, licensed hereunder; 
	 	 	 	 
	 	16.2	other
    costs, including extra-judicial costs, of the NRC defending such any action or proceeding, which the NRC shall have the right
    to defend with counsel of its choice.


 


This
clause shall survive expiration or termination of this Agreement.


 


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rest of this page was intentionally left blank)


 




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STATEMENT
OF WORK AND DELIVERABLES


 


Multivalent
Coronavirus vaccine development


 


VBI
and the NRC are proposing a collaborative effort to develop a multivalent Coronavirus vaccine (with the goal to cross-protect
against known strains of SARS-2, SARS & MERS) which would have utility against current known and potential new strains of
Coronavirus. 


 


VBI
has initiated work to design monovalent & multivalent coronavirus constructs using their eVLP platform and will include 3-4
protein antigens provided by NRC.


 


Phase
1 Objective: To establish the potency of VBI monovalent and multivalent Coronavirus eVLP vaccine preparations


 


Task
1: Assay Development – NRC ($[***] co-investment) 


 


SARS-CoV-2
requires novel assays to evaluate immunogenicity. NRC is developing [***]. Depending on the time to development, [***]will
be used to evaluate the immunogenicity of the vaccine candidates. The [***]assays to be developed are a PRNT assay [***]
(using pseudovirus).





Task
2: Preclinical Potency Testing (per construct) – Price: $[***] (Task value: $[***])


 


Group
assignments (n=[***]**):


 


	 	1)	[***]
	 	2)	[***]vaccine*
	 	3)	[***]vaccine*
	 	4)	[***]vaccine*
	 	5)	[***]
    vaccine*


 


*dose
and [***]vs [***]to be determined by VBI 


 


**choice
of [***]to be discussed with VBI


 


Mice
will be [***]. Blood will be sampled [***]after each immunization to conduct immunogenicity assays ([***]
at VBI and [***]at NRC). [***]will only be done on serum samples [***].


 


Future
Anticipated Work: It is anticipated that additional animal studies can be added as separate experiments as required. VBI
anticipates developing [***] but these will be tested at a later date. VBI also remains open to testing [***]designs
as [***]are available for coding in eVLP.





Task
3: PRNT Assay (per iteration of Task 1) – Price $[***] (Task value: $[***])





Task
4: Reporter assay using pseudovirus (per iteration of Task 1) – Price $[***] (Task value: $[***])





Total
Estimated Budget (first iteration of Tasks 2-4): $[***]


 


	Budget
    Summary: VBI Multivalent eVLP vaccine candidate against coronaviruses
	Work
    Task	 	Task
    Value 	 	NRC
Co-investment 	 	CAN
    SME Fee Reduction 	 	NRC
    Task Price* 
	Task
    1: Assay development	 	[***]	 	[***]	 	 	 	 
	Task
    2: Immunogenicity in vivo	 	[***]	 	 	 	[***]	 	[***]
	Task
    3: PRNT assay	 	[***]	 	 	 	[***]	 	[***]
	Task
    4: Reporter assay	 	[***]	 	 	 	[***]	 	[***]
	Total
    Minimum (without options)*	 	[***]	 	 [***]	 	[***]	 	[***]
	Total
    Maximum (with options)*	 	[***]	 	 [***]	 	 [***]	 	[***]
	*
    Plus applicable taxes	 	 	 	 	 	 	 	 


 




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OPTION:
VBI may wish to exercise the option to execute another iteration of Tasks 1-3. This option is [***] in total ($[***]).


 


Assumptions:


 


	 	1)	Availability
    of sufficient material from VBI and suppliers to conduct experiments.
	 	2)	Resource
    availability
	 	3)	Relevant
    PRNT and reporter assays are established in-house. 


 


Deliverables


 


	 	●	Experimental
    protocols and results, including raw data in Microsoft Office file format.
	 	●	A
    summary report for each study.


 


Contacts:


 


For
the NRC:


 


Paul
Payette, Ph.D., MBA, Client Relationship Leader


Email:
[***]


 


Anh
Tran, Ph.D., Assistant Research Officer - HHT


Email:
[***]


 


Rhonda
Kuo Lee, Project Manager, HHT


Email:
[***]


 


For
the Collaborator:


 


Adam
Buckley, VP – Business Development


Email:
[***]


 




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