Exhibit 10.3


 





CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


	 	DATED	 	 	 	2016	 




 


(1)       ISIS
INNOVATION LIMITED


 


and


 


(2)       VACCITECH
LIMITED


 


LICENCE OF TECHNOLOGY

(ISIS PROJECT Nos. [***])


 






     


     


    

 


THIS AGREEMENT is made on                                                                                 2016


 


BETWEEN:


 


		(1)	ISIS INNOVATION LIMITED (Company No. 2199542) whose registered office is at University Offices,
Wellington Square, Oxford OX1 2JD, England ("Isis"); and



 


		(2)	VACCITECH LIMITED (Company No. 9973585) whose registered office is at The Weston Library,
Broad Street, Oxford, Oxfordshire, OX1 3BG (the "Licensee").



 


BACKGROUND:


 


		(A)	The Licensed Technology is connected with Isis Projects [***]
'Adenovirus long promoter', [***] 'Universal influenza vaccine',
[***] 'Poxvirus expression system', [***] 'Adenovirus vaccine
vectors' ('ChAdOx1' & 'ChAdOx2') and Isis clinical data projects [***] 'Phase I MVA NP+M1',
[***] 'MVA-NP+M1 Phase Ila challenge study', [***] 'MVA-NP+M1
Phase I in adults over 50', [***] 'MVA NP+M1 plus TIV Phase I', [***] 'ChAdOx1-NP+Ml
Phase I' & [***] 'Phase I ChAdOx1 NP+M1 and MVA NP+M1 in heterologous prime-boost'.



 


		(B)	The Licensee wishes to acquire a licence to the Licensed Technology
in order to develop products in the area of influenza vaccines, cancer vaccines, varicella
zoster vaccines and Middle East Respiratory Syndrome ("MERS") vaccines and Isis is willing to license the Licensed Technology
to the Licensee, on the terms of this agreement.



 


AGREEMENT:


 


		1.	Interpretation



 


In this agreement (including
its Schedules), any reference to a "clause" or "Schedule" is a reference to a clause of this agreement or a
schedule to this agreement, as the case may be. Words and expressions used in this agreement have the meaning set out in Schedule
1.


 


		2.	Grant of Licence



 


		2.1	In consideration of the payments required to be made under this agreement by the Licensee, Isis
grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, use and have
used and Market the Licensed Product subject to the terms and conditions of this agreement. Subject to clause 5, the Licence in
respect of:



 


		2.1.1	the Licensed Intellectual Property is :



 


		(a)	in relation to Applications 1 and 2 (i) exclusive in the Field and (ii) non-exclusive in all other
fields excluding veterinary applications (apart from MERS);



 


		(b)	in relation to Application 3 exclusive in all fields excluding veterinary applications;



 


		(c)	in relation to use of ChAdOx1 vector under Application 4 (i) exclusive in the Field and (ii) non-exclusive
in all other fields excluding veterinary applications (apart from MERS) and the ChAdOx1 Excluded Fields provided that in the event
that the Licensee fails to meet its diligence obligations under clause 10, as determined in accordance with this agreement, with
regard to:



 


		(i)	vaccines for MERS, including but not limited to the initiation of manufacture of GMP grade vaccine
for MERS by 31 December 2016, the licence in respect of vaccine for MERS only will automatically become non-exclusive in all fields
excluding the ChAdOx1 Excluded Fields; and



 


		(ii)	vaccines for varicella zoster, including but not limited to the initiation of manufacture of GMP
grade vaccine for varicella zoster by 1 September 2017 (or 1 March 2017 where grant
funding has been raised for the Licensee to manufacture GMP grade vaccine for MERS), the licence in respect of vaccines for varicella
zoster only will automatically become non-exclusive in all fields excluding the ChAdOx1 Excluded Fields and further, if by 1 September
2018, the Licensee has not initiated manufacture of GMP grade vaccine for varicella zoster that non-exclusive licence in respect
of vaccines for varicella zoster will terminate;



 






    1


     


    

 


		(d)	in relation to use of the ChAdOx2 vector under Application 4 non-exclusive in all fields with the
exclusion of all veterinary applications (apart from MERS) and the ChAdOx2 Excluded Fields.



 


		2.1.2	the Clinical Data is exclusive in the Field; and



 


		2.1.3	the Licensed Know-how is exclusive in the Field except in respect of Licensed Know-how relating
to the ChAdOx2 Vector which is non-exclusive.



 


		2.2	Except in respect of the ChAdOx2 Vector and in respect of the ChAdOx1 Vector with regard to vaccines
for MERS and varicella zoster where the Licensee fails to meet its diligence obligations under clause 10, as determined in accordance
with this agreement (including, without limitation, clause 2.1.1(c)), Isis will not grant a licence in the Field to any third parties
with respect to the Licensed Know-how.



 


		2.3	The Licensee may grant sub-licences with the prior written consent of Isis, such consent not to
be unreasonably withheld, conditioned or delayed, provided that:



 


		(a)	the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has
to Isis under this agreement, except the financial terms hereof or where it is not legally possible to include such obligations
in the sub-licence;



 


		(b)	the nature of the proposed sub-licensee is not likely in Isis's reasonable opinion to have any
detrimental impact on the reputation of either Isis or of the University;



 


		(c)	the sub-licensee has sufficient financial resources to develop and Market the Licensed Product
(it being acknowledged and agreed that if the sub-licensee is a publicly-listed company with a market capitalisation equal to or
in excess of [***] it will be considered to have sufficient financial resources to develop and Market the Licensed Product);



 


		(d)	as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides
a certified copy of that sub-licence to Isis;



 


		(e)	the sub-licensee enters into a Deed of Covenant with the Licensor in the form set out in Schedule
4;



 


		(f)	Isis will be deemed to have consented to a sub-licence within [***]of receipt of such written request
by the Licensee to grant a sub-licence, provided it has not refused consent or requested reasonable further time or information
to consider the request within such [***] period; and



 


		(g)	no sub-licence will carry any right to sub-sub-license.



 


		2.4	Notwithstanding clause 2.3, no prior written consent from Isis will be required for sub-licences
if:



 


		(a)	the sub-licensee or an Affiliate of the sub-licensee, at the time of entering into a new sub-licence,
is already a licensee or a sub-licensee of the Licensee in respect of all or part of the Licensed Technology; or



 


		(b)	the sub-licensee is a subsidiary or an Affiliate of the Licensee;



 






    2


     


    

 


provided always that
the sub-licence complies with provisions (a), (d) and (e) of clause 2.3.


 


		2.5	A decision by Isis not to give prior written consent under clause 2.3(b) or (c) shall be accompanied
by a written description of the reasons for such disapproval, and the parties shall promptly (within [***]) discuss the reasons
Isis has given and the Licensee may challenge such reasons.



 


		3.	Materials and Clinical Data



 


		3.1	Subject to clause 2.1 and the remainder of this clause 3, as between Isis and the Licensee the
Materials and Clinical Data will remain the legal property of Isis and as at the date of this agreement the Materials and Clinical
Data are held by the University.



 


		3.2	During the term of this agreement, the Licensee will have the right to access and use the Materials
at the University, upon giving Isis [***] written notice, in the quantities set out in Schedule 2 to develop, make, have made,
use and have used and Market the Licensed Product in accordance with the Licence. Upon the Licensee's prior written instruction,
Isis will, at the Licensee's cost, deliver the Materials in the quantities set out in Schedule 2 to such address as notified by
the Licensee within [***] of the Licensee's prior written instruction for the Licensee to use for the aforementioned purposes.
Subject to the rights retained by the University to use the Materials for Non-Commercial Use, the Licensee's right to use the Materials
will be exclusive in the Field save:



 


		3.2.1	in respect of the ChAdOx2 Vector the rights will be non-exclusive and subject to the terms of the
ATCC MTA;



 


		3.2.2	in respect of the ChAdOx1 5T4 master seed bank and the MVA 5T4 non-GMP stock the rights will be
subject to any access rights to which consortium members may be entitled under the terms of the FP7 Consortium and Funding Agreements;
and Isis will not grant access to or allow a third party to use any of the Materials in the Field except in relation to the ChAdOx2
Vector.



 


		3.3	With regard to clause 3.2.1 and the ATCC MTA, Isis will use all reasonable endeavours to promptly
agree a licence with ATCC to ensure that Isis can supply to the Licensee the ChAdOx2 non-GMP stock (Isis ref: [***]) under the
ATCC MTA for commercial use and in order to Market Licensed Products.



 


		3.4	The Licensee will have the right to access, use and reproduce the Clinical Data in accordance with
the Licence. The Licensee will give Isis at least [***] notice to access the Clinical Data. Upon the Licensee's prior written instruction,
Isis will, at the Licensee's cost, deliver copies of the Clinical Data to such address as notified by the Licensee within [***]
of the Licensee's prior written instruction for the Licensee to use to develop, make, have made, use and have used and Market the
Licensed Product in accordance with the Licence.



 


		4.	Improvements



 


		4.1	The Licensed Technology covered by the Licence in clause 2 includes Inventor Improvements. Isis
will communicate in writing to the Licensee within a reasonable time, and in any event [***] of becoming aware of the same, all
Inventor Improvements.



 


		4.2	The Licensee acknowledges and agrees that all Intellectual Property Rights in Inventor Improvements
belong to Isis.



 


		4.3	The Licensee will communicate in writing to Isis within [***] of intended publication all Licensee
Improvements.



 


		4.4	Isis acknowledges and agrees that all Intellectual Property Rights in the Licensee Improvements
belong to the Licensee.



 






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		5.	Rights re Non-Commercial Use



 


		5.1	The Licensee grants Isis an irrevocable, perpetual, royalty-free licence to grant the University
and those persons who at any time work or have worked on the Licensed Technology the licence set out in clause 5.2.



 


		5.2	Isis has granted and, in respect of Licensee Improvements, will grant, to the University and those
persons who at any time work or have worked on the Licensed Technology a non- transferable, irrevocable, perpetual, royalty-free
licence to use and publish the Licensed Technology and the Licensee Improvements for Non-Commercial Use.



 


		5.3	Where the University wishes to submit a publication including Licensee Improvements, Isis shall
procure that the University will use all reasonable endeavours to submit such draft publication to the Licensee in writing not
less than [***] in advance of the submission for publication. The Licensee may make a written request to the University to delay
submission for publication if, in the Licensee's reasonable opinion, such delay is necessary in order to seek patent or similar
protection for the Licensee Improvements. A delay imposed on submission for publication as a result of a written request made by
the Licensee shall not last longer than is necessary to seek required protection; and therefore shall not exceed [***] from the
date of receipt of the written request to delay submission for publication by the Licensee, although Isis will procure that the
University will not unreasonably refuse a request from the Licensee for additional delay in the event that Intellectual Property
Rights would otherwise be lost. Notification of the requirement for delay in submission for publication must be received by the
University within [***] after the receipt of the notice of intention to publish by the Licensee, failing which the University shall
be free to assume that the Licensee has no objection to the proposed publication.



 


		5.4	Isis reserves the right to grant Academic and Research licences to encourage basic research for
Non-Commercial Use, whether conducted at an academic facility or subcontracted to a corporate facility, but not for the purposes
of permitting commercialisation of the Licensed Technology licensed exclusively in the Field, or to authorise the development or
marketing of products or services that are produced or supplied entirely or partially using the Licensed Technology.



 


		6.	Filing and Maintenance



 


		6.1	The Licensee will pay Isis the Past Patent Costs representing the Licensee's sole contribution
to the patent costs incurred by Isis prior to the parties entering into this agreement, within [***] of receiving an invoice from
Isis following execution of this agreement.



 


		6.2	Isis will, in consultation with the Licensee and at the Licensee's cost, prosecute, use all reasonable
endeavours to maintain, and renew the Applications throughout the duration of this agreement and in relation to Application 4 will
use all reasonable endeavours to file and maintain any further patent application to the extent it is required in order to provide
patent coverage for the ChAdOx2 Vector. Isis will give all reasonable consideration to the views of the Licensee and will not unreasonably
refuse to prosecute, maintain or renew Applications provided always that the Licensee agrees to bear the costs of such action according
to this Clause 6.2. The Licensee will reimburse Isis for all costs, filing fees, lawyers' and patent agents' fees, expenses and
outgoings of whatever nature incurred by Isis in the prosecution, maintenance and renewal of the Applications (including those
incurred in opposition proceedings before the European Patent Office or in ex parte re-examination or inter partes review proceedings
in the United States Patent and Trademark Office ("USPTO") or any similar proceedings before any patent office challenging
the grant or validity of the Applications) within [***] of receiving an invoice from Isis. Isis shall be entitled to make it a
condition of any action of Isis under this clause 6.2 that the Licensee provides Isis with sufficient money in advance to cover
the costs likely to be incurred in the action.



 


		6.3	Where the Application is prosecuted in the USPTO and the Licensee is a small business concern as
defined under the US Small Business Act (15USC632) Isis intends to pay reduced USPTO patent fees under US patent law 35 USC 41(h)(1).
The Licensee will notify Isis as soon as reasonably possible if it or a sub-licensee ceases to be a small business concern as defined
under the US Small Business Act (15USC632) or becomes aware of any other reason why it would not qualify for reduced USPTO patent
fees under US patent law 35 USC 41(h)(1).



 






    4


     


    

 


		6.4	The Licensee shall inform Isis not less than [***] in advance of the National Phase filing deadline
(noted in Schedule 2) of the territories within the scope of the PCT that it wishes to be covered in the National Phase
of the Applications. In the event that the Licensee does not give the required minimum of [***] advance notice Isis shall then
be entitled to proceed with filing the Applications at the Licensee's cost in whichever territories as it may in its sole discretion
decide.



 


		6.5	The Licensee shall be entitled to remove any one or more of the countries from the Territory at
any time by giving not less than [***] notice to Isis. If the Applications are proceeding under the PCT then such notice may not
be given any earlier than the date for commencement of the National Phase filing. For the avoidance of doubt the Licensee shall
remain liable for the costs mentioned in clause 6.2 that arise or are incurred by Isis during the said notice period in respect
of the countries being removed.



 


		6.6	In the event that Isis elects to discontinue the prosecution and/or maintenance of any of the Applications,
the Licensee shall have the right but not the obligation to take over prosecution and maintenance of the Applications Isis has
elected to discontinue.



 


		7.	Infringement



 


		7.1	Each party will notify the other in writing of any misappropriation or infringement of any rights
in the Licensed Technology of which the party becomes aware.



 


		7.2	The Licensee has the first right (but is not obliged) to take Legal Action at its own cost in relation
to any misappropriation or infringement of any rights included in the Licensed Technology in the Field. The Licensee must discuss
any proposed Legal Action with Isis prior to the Legal Action being commenced, and take due account of the legitimate interests
of Isis in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed
Technology would otherwise be prejudiced or lost.



 


		7.3	If the Licensee takes Legal Action under clause 7.2, the Licensee will:



 


		(a)	except where any Legal Action arises directly as a result of a breach by Isis of the warranties
in Clause 13.2, indemnify and hold Isis and the University harmless against all costs (including lawyers' and patent agents' fees
and expenses), claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received
from Isis in respect of such costs, claims, demands and liabilities within [***] of receipt; and



 


		(b)	treat any account of profits or damages (including, without limitation, punitive damages) awarded
in or paid to the Licensee under any settlement of the Legal Action for any misappropriation or infringement of any rights included
in the Licensed Technology as Net Sales for the purposes of clause 9, having first for these purposes deducted from the award or
settlement an amount equal to any legal costs incurred by the Licensee in the Legal Action that are not covered by an award of
legal costs; and



 


		(c)	keep Isis regularly informed of the progress of the Legal Action, including, without limitation,
any claims affecting the scope of the Licensed Technology.



 


		7.4	Isis may take Legal Action at its own cost in relation to any misappropriation or infringement
of any rights included in the Licensed Intellectual Property in the Field where:



 


		(a)	the Licensee has notified Isis in writing that it does not intend to take any Legal Action in relation
to any misappropriation or infringement of any rights included in the Licensed Technology in the Field;



 


		(b)	if having received professional advice with regard to any Legal Action within [***] of the notification
under clause 7.1, and consulted with Isis, the Licensee does not take reasonable steps to act upon an agreed process for dealing
with such misappropriation or infringement (which may include, for the avoidance of doubt, seeking a second opinion in respect
of such professional advice) within any timescale agreed between Isis and the Licensee and in any event within [***] of notification
under clause 7.1. Isis may take such Legal Action at its own cost provided it shall not settle any action without first consulting
with the Licensee and taking account of the reasonable observations and requests of the Licensee.



 






    5


     


    

 


		8.	Confidentiality



 


		8.1	Subject to clauses 8.2, 8.3 and 8.4, each party (being a receiving or disclosing party as the case
may be) will keep confidential the Confidential Information of the other party and will not disclose or supply the Confidential
Information to any third party or use it for any purpose, except in accordance with the terms and objectives of this agreement.



 


		8.2	The Licensee may disclose to sub-licensees of the Licensed Technology such of the Confidential
Information as is necessary for the exercise of any rights sub-licensed, provided that the Licensee shall ensure that such sub-licensees
accept a continuing obligation of confidentiality on the same terms as this clause, and giving third party enforcement rights to
Isis, before the Licensee makes any disclosure of the Confidential Information. The Licensee may also disclose the Licensed Technology
to the extent reasonably required in connection with the conduct of its business including to potential investors, other business
associates and professional advisors provided that such persons have agreed in writing to be bound by non-use and non-disclosure
obligations that are no less strict than those set forth in this agreement or are subject to professional codes of conduct that
prevent disclosure of client confidential information and the Licensee will take action in respect of any breach of such obligations.



 


		8.3	Confidential Information may be exchanged freely between Isis and the University and communications
between those two parties shall not be regarded as disclosures, dissemination or publication for the purpose of this agreement.
Isis may also disclose the terms of this agreement and royalty reports and payments made by the Licensee to any third parties that
have rights to a revenue share for providing funding in the development of the Licensed Technology provided that such persons have
agreed in writing to be bound by non-use and non-disclosure obligations that are no less strict than those set forth in this agreement
or are subject to professional codes of conduct that prevent disclosure of client confidential information and Isis will take action
in respect of any breach of such obligations.



 


		8.4	Clause 8.1 will not apply to any Confidential Information which:



 


		(a)	is known to the receiving party before disclosure, and not subject to any obligation of confidentiality
owed to the disclosing party;



 


		(b)	is or becomes publicly known without the fault of the receiving party;



 


		(c)	is obtained by the receiving party from a third party in circumstances where the receiving party
has no reason to believe that it is subject to an obligation of confidentiality owed to the disclosing party;



 


		(d)	the receiving party can establish by reasonable proof was substantially and independently developed
by officers or employees of the receiving party who had no knowledge of the disclosing party's Confidential Information; or



 


		(e)	is approved for release in writing by an authorised representative of the disclosing party.



 


		8.5	Nothing in this agreement will prevent a party from disclosing Confidential Information where it
is required to do so by law or regulation, stock exchange rules, or by order of a court or competent authority, provided that,
in the case of a disclosure under the Freedom of Information Act 2000 ("FOIA"), none of the exemptions in the FOIA applies
to the relevant Confidential Information and provided always that, to the extent permitted by law or regulation, the receiving
party will give such notice as is reasonably practicable in the circumstances to the disclosing party about the timing and content
of such a disclosure.



 






    6


     


    

 


		8.6	If either party to this agreement receives a request under the FOIA to disclose any information
that, under this agreement, is the other party's Confidential Information, it will notify and consult with the other party. The
other party will respond within [***] after receiving notice if that notice requests the other party to provide information to
assist in determining whether or not an exemption under the FOIA applies to the information requested under the FOIA.



 


		9.	Royalties and Other Payments



 


		9.1	Isis will invoice the Licensee for the Signing Fee shortly after signature of this agreement and
the Licensee must settle the invoice within [***] of receipt.



 


		9.2	Subject to clause 9.3, the Licensee will pay to Isis a royalty equal to the applicable Royalty
Rate on all Net Sales of Licensed Products for the duration of the agreement on the terms set out in clause 11.



 


		9.3	Following expiration or revocation of the last Valid Claim covering a Licensed Product in a country
in which the Licensed Product is Marketed and where there is being Marketed and sold by a third party in the normal course of business
a product that, directly or indirectly, competes with the Licensed Product, the Step Down Rate (as defined below) shall apply on
a country-by-country basis to the applicable Royalty Rate of such Licensed Products. For the purposes of this clause 9.3, the "Step
Down Rate" shall be the percentage decrease of (a) [***] compared against (b) [***].



 


		9.4	In the event that the royalties paid to Isis under clauses 9.2 or 9.6 do not amount to at least
the Minimum Sum, the Licensee must make up the difference between the royalties paid under clauses 9.2 and 9.6 and the Minimum
Sum in each Licence Year where a Minimum Sum applies.



 


		9.5	The Licensee will pay to Isis a royalty equal to the Fee Income Royalty Rate on any sublicensing
fees that the Licensee receives for sublicensing the Licensed Technology with a third party. For the purposes of this clause 9.5,
Sublicensing fees shall include upfront fees, milestone payments and other consideration received by the Licensee from such third
party but shall exclude:



 


		(a)	milestones payable by a sub-licensee to the Licensee on a Milestone event (as detailed in Schedule
2) where a Milestone Triggering Event has been met; and



 


		(b)	royalties paid to the Licensee by a sub-licensee based on net sales of Licensed Products; and



 


		(c)	any sums received that are to be used to fund research and/or development.



 


		9.6	Subject to clause 9.3, the Licensee will pay to Isis a royalty equal to the Sublicensing Royalty
Rate on any royalties paid to the Licensee by a sub-licensee based on net sales of Licensed Products by a sub-licensee.



 


		9.7	If the Licensee has to pay royalties to a third party (other than an Affiliate), for the right
to make, have made, use or Market a Licensed Product, under a licence of Intellectual Property Rights without which the Licensed
Technology cannot lawfully be exploited, then the Licensee will be entitled to deduct from all royalty payments due to Isis in
respect of Net Sales of the Licensed Product under clause 9.2 an amount equal to [***] of the royalties actually paid to that third
party, up to a maximum amount of [***] of the royalties due to Isis under clause 9.2.



 


		9.8	Where a Licensed Product is sold as part of a combination product or co-packaged product, the Net
Sales from the combination product or the co-packaged product, for the purposes of determining royalty payments, shall be determined
by multiplying the Net Sales of the combination product or the co-packaged product, during the applicable royalty reporting period,
by the fraction:



 


[***]


 


Where A is the average sale
price of the Licensed Product when sold separately in finished form, or if not sold separately, the market price of the
Licensed Product if it were sold separately and B is the average sale price of the other product(s) included in the
combination product or co-packaged product when sold separately in finished form, or if not sold separately, the aggregate
market price of the other product(s) if it were sold separately in each case during the applicable royalty reporting period
or, if sales of both the Licensed Product and the other product(s) did not occur in such period, then in the most recent
royalty reporting period in which sales of both occurred. In the event that such average sale price cannot be determined for
the Licensed Product and any other product(s) included in the combination product or co-packaged product, then the Net Sales
for the purposes of determining royalty payments for a combination product or a co-packaged product shall be referred to an
independent expert for determination.


 






    7


     


    

 


		9.9	Once a Milestone Triggering Event has occurred the Licensee will notify Isis as soon as possible
after it or any sub-licensee achieves any Milestone, and, subject to receiving an invoice from Isis, pay to Isis the Milestone
Fee, less any and all fees already paid or payable by the Licensee to Isis pursuant to Clause 9.5(a) in instances where a Milestone
Triggering Event had not yet been met, in respect of each Milestone within [***] of the date on which each Milestone is achieved
by the Licensee or a sub-licensee. In respect of an Investment Event, an Acquisition Event, a Partnering Event or Multiple Partnering
Event, Milestone Fees payable against any Milestone that occurs prior to any of the Milestone Triggering Events being met will
accrue and become payable once any one of the Investment Event, Acquisition Event or Partnering Event or Multiple Partnering Event
is met. However, in respect of a Multiple Partnering Event, Milestone Fees will only accrue and become payable in respect of the
applicable Field to which the Multiple Partnering Event relates.



 


		9.10	The Signing Fee and the Milestone Fee are non-refundable and will not be considered as an advance
payment on royalties payable under clause 9.2. No part of the Minimum Sum will be refundable or applicable to succeeding Licence
Years.



 


		9.11	Licensed Products supplied for use in any clinical trial carried out by or on behalf of the Licensee
or any of its sub-licensees shall not be deemed to be sales and shall not be included within any Net Sales calculation.



 


		9.12	The Licensee or any of its sub-licensees may supply a commercially reasonable quantity of Licensed
Products for promotional sampling provided that the number of Licensed Products supplied for promotional sampling shall not be
greater than [***] of the total number of units of each Licensed Product sold leased or licensed by the Licensee in any Quarter
following the Licensee receiving Marketing Authorization for the Licensed Product in any territory. Except as set out in this clause,
the Licensee must not accept any non-monetary consideration when Marketing the Licensed Products or when issuing sub-licences of
the Licensed Technology without the prior written consent of Isis, such consent not to be unreasonably withheld, conditioned or
delayed. The Licensee may accept non-monetary consideration when Marketing the Licensed Products or when issuing sub-licences of
the Licensed Technology provided either (a) [***] of such non-monetary consideration is able to be converted into cash within [***]
of receipt from the Licensee to enable the Fee Income Royalty Rate to be paid to Isis in cash or (b) the Licensee covenants in
writing to pay to Isis in cash, within [***] of receipt of the non-monetary consideration, the Fee Income Royalty Rate due to Isis.



 


		9.13	The Licensee will make all payments in pounds sterling or any currency replacing pounds sterling
in its entirety.



 


		9.14	For the purposes of calculating any amount payable by the Licensee to Isis in a currency other
than pounds sterling (or replacement currency), the Licensee shall apply an exchange rate equivalent to:



 


		(a)	the average of the applicable closing mid rates quoted by the Financial Times as published in London
on the first Business Day of each month during the Quarter just closed; or



 


		(b)	for payments under clause 9.5 only, the first Business Day of the month in which the payment was
received by the Licensee.



 


		9.15	Where the Licensee has to withhold tax by law, the Licensee will deduct the tax, pay it to the
relevant taxing authority, and supply Isis with a Certificate of Tax Deduction at the time of payment to Isis. Where such an issue
arises, the Licensee will not be liable for any costs or penalties associated with late payment to Isis provided that the Licensee
takes reasonable steps to ensure that any such matters are dealt with as expeditiously as reasonably possible.



 






    8


     


    

 



 


		9.16	In the event that full payment of any amount due from the Licensee to Isis under this agreement
is not made by any of the dates stipulated, the Licensee shall be liable to pay interest on the amount unpaid at the rate of [***]
per annum over the base rate for the time being of Barclays Bank plc. Such interest shall accrue on a daily basis from the date
when payment was due until the date of actual payment of the overdue amount, whether before or after judgment, and shall be compounded
quarterly.



 


		9.17	If the Licensed Product is of a description covered by the Medicines Access Policy, the Licensee
shall adhere to the requirements of the Medicines Access Policy. In particular in the event the Licensed Products can be used to
ease the burden of illness in the developing world, the Marketing of Licensed Products will be managed in a manner that enables
availability and accessibility at reasonable cost to the people most in need in the developing world.



 


		10.	Commercially Reasonable Endeavours



 


		10.1	Subject to clause 10.3, the Licensee must use Commercially Reasonable Endeavours to develop, exploit
and Market the Licensed Technology to maximize the financial return for both parties.



 


		10.2	Subject to clause 10.3, the Licensee must use Commercially Reasonable Endeavours to develop, exploit
and Market the Licensed Technology in accordance with the Development Plan as set out separately in respect of each Indication.
The Licensee will:



 


		10.2.1	within [***] of the date of this agreement provide Isis with a detailed development plan covering
the intended development of a Licensed Product for each Indication and that development plan will replace the summary development
plan in Schedule 3 as the Development Plan. The Licensee will consult with Isis over the detailed development plan and will consider
in good faith any comments that Isis may put forward. Following approval of the revised detailed development plan by Isis, the
revised detailed development plan shall become the Development Plan; and



 


		10.2.2	deliver to Isis at least [***] prior to the commencement of each subsequent Licence Year a revised
development plan for the intended development of a Licensed Product for each Indication together with any background supporting
information necessary for Isis to evaluate the draft plan. The Licensee will consult with Isis over the draft plan and will consider
in good faith any comments that Isis may put forward. Following approval of the revised development plan by Isis, the revised development
plan shall become the Development Plan.



 


		10.3	The Licensee may give written notice to Isis that it no longer intends to develop, exploit and
Market a Licensed Product in an Indication and following that notice:



 


		10.3.1	the Licensee will no longer have obligations to use Commercially Reasonable Endeavours to develop,
exploit and Market a Licensed Product in that Indication; and



 


		10.3.2	the Indication will be removed from the Field and, without prejudice to any and all of its existing
rights under this agreement, the Licensee will no longer have any exclusive rights to use the Licensed Technology in relation to
that Indication.



 


		11.	Royalty Reports and Audit



 


		11.1	The Licensee will provide Isis with a report at least once in every [***] detailing the activities
and achievements in its development of the Licensed Technology in order to facilitate its commercial exploitation, and in the development
of potential Licensed Products.



 






    9


     


    

 


		11.2	The Licensee will provide Isis with a royalty report within [***] after the close of each Quarter
for each Licensed Product Marketed by the Licensee and its sub-licensees. Each Royalty Report will:


 


		(a)	set out the Net Sales of each Licensed Product Marketed by the Licensee, including the total gross
selling price of each Licensed Product Marketed by the Licensee and the quantity or total number of units of each Licensed Product
Marketed by the Licensee;



 


		(b)	set out details of deductions made in the calculation of Net Sales from the invoiced price of each
Licensed Product in the form in which it is Marketed by the Licensee;



 


		(c)	set out details of the quantity of Licensed Products used for promotional sampling by the Licensee
or any sub licensees;



 


		(d)	provide a calculation of the royalties due from the Licensee to be paid at the Royalty Rate;



 


		(e)	set out details of payments received by the Licensee to which the Fee Income Royalty Rate applies
and provide a calculation of the royalties due from the Licensee to be paid under the Fee Income Royalty Rate;



 


		(f)	provide a calculation of the royalties on sub-licensees' net sales received by the Licensee to
which the Sub-Licensing Royalty Rate applies and provide a calculation of the royalties due from the Licensee to be paid at the
Sub-licensing Royalty Rate including the quantity or total number of units of each Licensed Product Marketed by each sub-licensee;



 


		(g)	provide a statement showing whether or not royalties due exceed the Minimum Sum and, if so, by
how much;



 


		(h)	set out details of Milestones achieved by the Licensee or any sub-licensees; and



 


		(i)	set out the steps taken during the Licence Year to promote and Market Licensed Products.



 


The Licensee must pay Isis the
royalties due in respect of the Quarter just closed at the same time as the Licensee delivers the Royalty Report provided that,
if requested, Isis will issue an invoice for the relevant payment prior to payment.


 


		11.3	The Licensee will deliver to Isis a periodic report at the close of each Licence Year providing
sufficient data (in outline form) to give a reasonable indication or estimate of the actual or expected market share of the Licensee
and its sub-licensees and will notify Isis in the event that its market share does or is expected to breach the limits set out
in the 2014 Commission Regulation 316/2014 Technology Transfer Block Exemption Regulation and Guidelines in Commission Communication
2014/C 89/03 and any successor regulation. This obligation is not intended to place a significant additional financial burden on
the Licensee.



 


		11.4	If a Licensed Product Marketed by the Licensee is re-Marketed by an Affiliate or an entity over
which the Licensee exercises Control, the royalty on each such Licensed Product will be calculated on the highest of the prices
at which it is Marketed or re-Marketed. For the avoidance of doubt, when a Licensed Product is sold to an arm's length distributor
then Net Sales is calculated on the transfer price paid by the distributor to the Licensee.



 


		11.5	The Licensee must keep complete and proper records and accurate accounts of all Licensed Products
used and Marketed by the Licensee and any sub-licensee in each Licence Year for at least [***]. Isis may, through an independent
certified accountant appointed by Isis ("the Auditor"), audit all such accounts on at least [***] written notice no more
than once each Licence Year for the purpose of determining the accuracy of the Royalty Reports and payments. The Auditor shall
be:



 


		11.5.1	permitted by the Licensee to enter the Licensee's principal place of business upon reasonable notice
to inspect such records and accounts;



 






    10


     


    

 


		11.5.2	entitled to take copies of or extracts from such records and accounts as are strictly necessary
for the Auditor to properly conduct the audit;



 


		11.5.3	given all other information by the Licensee as may be necessary or appropriate to enable the amount
of royalties payable to be ascertained including the provision of relevant records; and



 


		11.5.4	shall be allowed access to and permitted to conduct interviews of any sales, engineering or other
staff of the Licensee in order to verify the accuracy of the records and accounts and the accuracy of any statements provided to
Isis under clause 11.2.



 


If on any such audit a shortfall
in payments of greater than [***] is discovered by the Auditor in respect of the audit period, the Licensee shall pay Isis's audit
costs.


 


		11.6	The Licensee will ensure that equivalent obligations and access rights, as set out in clause 11.5,
allowing Isis auditing rights to the sub-licensee are included in each sub licence agreement.



 


		12.	Duration and Termination



 


		12.1	This agreement will take effect on the date of signature. Subject to the possibility of earlier
termination under the following provisions of this clause 12, and subject to the possibility of an extension to the term by mutual
agreement, this agreement shall continue in force:



 


		(a)	until the expiry of the last Valid Claim anywhere in the world; and



 


		(b)	in any event for twenty (20) years from the date of this agreement.



 


		12.2	If either party commits a material breach of this agreement, and the breach is not remediable or
(being remediable) is not remedied within the period allowed by notice given by the other party in writing calling on the party
in breach to effect such remedy (such period being not less than [***], the other party may terminate this agreement by written
notice having immediate effect.



 


		12.3	The Licensee may terminate this agreement for any reason at any time provided it gives Isis three
(3) months' written notice to terminate expiring after the third anniversary of this agreement whereupon the Licensee shall bring
all sub-licences to an end on the same date. Any such termination shall not absolve the Licensee of its obligation to accrue and
pay royalties and other payments under the provisions of clause 9 in respect of the period prior to termination.



 


		12.4	Isis may terminate this agreement:



 


		(a)	immediately, if the Licensee has a petition presented for its winding-up (but excluding for this
purpose any winding up petition presented against the Licensee in relation to any debt disputed by the Licensee), or passes a resolution
for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction, or compounds with its creditors,
or has a receiver administrator or administrative receiver appointed of all or any part of its assets, or enters into any arrangements
with creditors, or takes or suffers any similar action in consequence of debts;



 


		(b)	on [***] written notice if:



 


		(i)	the Licensee opposes or challenges the validity of any of the Applications or raises the claim
that the Licensed Know-how is not necessary to develop and Market Licensed Products, provided always that nothing in this clause
12.4(b) will prevent the Licensee from seeking to determine whether a product of the Licensee is a Licensed Product for the purposes
of this agreement; or



 






    11


     


    

 


		(ii)	the Licensee is in breach of clause 10.1 and the Licensee does not take any remedial action reasonably
requested by Isis and notified to the Licensee by written notice pursuant to clause 12.2.



 


		12.5	On termination or expiration of this agreement, for whatever reason, the Licensee:



 


		(a)	must bring all sub-licences to an end on the same date;



 


		(b)	shall pay to Isis all outstanding royalties and other sums due under this agreement;



 


		(c)	shall provide Isis with details of the stocks of Licensed Products held at the point of termination;



 


		(d)	must cease to use or exploit the Licensed Technology, provided that this restriction does not apply
to Licensed Know-How or Confidential Information which has entered the public domain through no fault of the Licensee, and that
the Licensee may continue to use the Licensed Technology in order to meet any specific existing binding commitments already made
by the Licensee at the date of termination and requiring delivery of Licensed Products within the next [***];



 


		(e)	must, at the option of Isis and at the Licensee's cost, destroy all other Licensed Products or
send all other Licensed Products to a location nominated by Isis to the Licensee in writing;



 


		(f)	must cease to use the Materials and return to Isis any of the Materials in its possession or control;
and



 


		(g)	grants Isis an irrevocable, transferable, non-exclusive licence to develop, make, have made, use
and Market the Licensee's Improvements and products that incorporate, embody or otherwise exploit the same. Isis shall pay a reasonable
royalty for use of this licence unless the termination arises under clause 12.4, or is by Isis under clause 12.2, in which case
it shall be royalty-free.



 


		12.6	Termination of this agreement, whether for breach of this agreement or otherwise, shall not absolve
the Licensee of its obligation to accrue and pay royalties under the provisions of clause 9 for the duration of any notice period
and in respect of any dealings in Licensed Products permitted by clause 12.5.



 


		12.7	Clauses 1, 5.2, 7.3, 12.5, 12.7, 12.8, 13, 14.4 and 14.14 will survive the termination or expiration
of this agreement, for whatever reason, indefinitely.



 


		12.8	Clauses 8 and 11.5 will survive the termination or expiration of this agreement, for whatever reason,
for a period of [***].



 


		13.	Liability



 


		13.1	Subject to Clause 13.2 and to the fullest extent permissible by law, Isis does not make any warranties
of any kind including, without limitation, warranties with respect to:



 


		(a)	the quality of the Licensed Technology;



 


		(b)	the suitability of the Licensed Technology for any particular use;



 


		(c)	whether use of the Licensed Technology will infringe third-party rights; or



 


		(d)	whether the Applications will be granted or the validity of any patent that issues in response
to the Applications.



 






    12


     


    

 


		13.2	Isis warrants that as at the date of this agreement and subject to the terms of this agreement:


 


		(a)	it has full corporate power and authority to enter into the licences and license the Licensed Technology;



 


		(b)	the University has assigned all of its right, title and interest in the Licensed Technology subject
to the licence back to the University for Non-Commercial Use set out in clause 5;



 


		(c)	it has the exclusive right to obtain the Materials pursuant to a material sales agreement with
the University and has the full contractual right, power and authority to provide the Materials to the Licensee with such rights
to use the Materials as set out in clause 3 of this agreement subject to the rights retained by the University to use the Materials
for Non-Commercial Use;



 


		(d)	it has not created any licence, charge or mortgage over the Licensed Technology (excluding the
ChAdOx2 Vector) in the Field;



 


		(e)	so far as Isis is aware (not having made any specific enquiries) there is no actual or threatened
infringement of the Licensed Technology by any third party; and



 


		(f)	so far as Isis is aware, the Clinical Data and Materials have been created, procured or obtained
in compliance with all applicable laws and regulations relating thereto.



 


		13.3	Except in relation to any claims, damages and liabilities arising directly from (i) a breach of
this agreement by Isis, and/or (ii) the fraud, negligence or wilful misconduct of Isis or the University, the Licensee agrees to
indemnify Isis and the University and hold Isis and the University harmless from and against any and all claims, damages and liabilities:



 


		(a)	asserted by third parties (including claims for negligence) which arise from the use of the Licensed
Technology or the Marketing of Licensed Products by the Licensee and/or its sub-licensees; and/or



 


		(b)	arising directly from any breach by the Licensee of this agreement provided however that this indemnity
for breach by the Licensee is subject to clause 13.6.



 


		13.4	Isis will use reasonable endeavours to defend any Indemnified Claim and to mitigate its losses,
claims, liabilities, costs, charges and expenses or (at Isis's option) allow the Licensee to do so on its behalf (subject to the
University retaining the right to be kept informed of progress in the action and to have reasonable input into its conduct). Isis
will not (except as required by law) make any admission, compromise, settlement or discharge of any Indemnified Claim without the
consent of the Licensee (which will not be unreasonably withheld or delayed).



 


		13.5	The Licensee undertakes to make no claim against any employee, student, agent or appointee of Isis
or of the University, being a claim which seeks to enforce against any of them an liability whatsoever in connection with this
agreement or its subject-matter.



 


		13.6	Subject to clause 13.8 and except in relation to the indemnities in clause 7.3 and 13.3(a), the
liability of either party for any breach of this agreement in negligence or arising in any other way out of the subject-matter
of this agreement, will not extend to incidental, indirect or consequential damages or loss of profits.



 


		13.7	Subject to clause 13.8, the liability of Isis to the Licensee accruing in any Licence Year under
or otherwise in connection with this agreement or its subject-matter, including without limitation liability for negligence, shall
in no event exceed:



 


		(a)	in respect of liability accruing in the first Licence Year, the amount of the Signing Fee paid
to Isis; and



 


		(b)	in respect of liability accruing in any subsequent Licence Year, the total royalties paid in the
previous Licence Year to Isis under clauses 9.2 and 9.6.



 






    13


     


    

 


		13.8	Nothing in this agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation
or death, or personal injury or any other liability which may not, by law, be excluded.



 


		13.9	Notwithstanding any other clause in this agreement, Isis shall not be entitled to profit from any
grant of a licence to any third party in respect of the Licensed Technology that breaches the exclusive rights granted to the Licensee
under clause 2 of this agreement ("a Licence to the Exclusive Rights"). In the event that the Licensee (acting in good
faith) believes that Isis has granted a Licence to the Exclusive Rights, then the Licensee shall provide written notice to Isis
with full particulars and all evidence supporting the Licensee's basis for such belief. Within [***] of receipt of written notice
from the Licensee, Isis will notify the Licensee in writing whether it admits or disputes that it has granted a Licence to the
Exclusive Rights. If Isis serves notice that it disputes that it has granted a Licence to the Exclusive Rights Isis and the Licensee
shall enter into good faith negotiations in order to reach mutual agreement to resolve the dispute and if such mutual agreement
is not reached within [***] after Isis's receipt of the Licensee's written notice, then the parties will refer the dispute to an
independent expert ("Independent Expert") for determination on the following basis:



 


		13.9.1	the Independent Expert shall be agreed on by the parties, or, if agreement is not reached within
[***] of either party giving notice to the other that it wishes to refer a matter to an Independent Expert, the Independent Expert
may be nominated by the President of the Law Society of England and Wales on the request of either party;



 


		13.9.2	the Independent Expert shall be asked to determine:



 


		(a)	whether Isis has granted a Licence to the Exclusive Rights; and



 


		(b)	any dispute between the parties over the amount of consideration paid to Isis under any Licence
to the Exclusive Rights.



 


		13.9.3	the Independent Expert shall act as an expert and not as an arbitrator;



 


		13.9.4	the Independent Expert's decision shall be final and binding on the parties in the absence of fraud
or manifest error; and



 


		13.9.5	each party shall bear its own costs in relation to the reference to the Independent Expert. The
Independent Expert's fees and any costs it properly incurs in arriving at its determination (including any fees and costs of any
advisers appointed by the Independent Expert) shall be borne by the parties in equal shares or in such proportions as the Independent
Expert may direct.



 


In the event that Isis has admitted
or the Independent Expert has determined that Isis has granted a Licence to the Exclusive Rights then Isis will pay to the Licensee
a sum equal to all consideration paid to Isis under the Licence to the Exclusive Rights (including consideration that is not in
the form of cash payments where it is possible to put a cash value on such a payment). Isis will pay that sum to the Licensee as
soon as possible and in any event no later than [***] following the date of admission by Isis or the Independent Expert's determination
and will continue to pay a sum equal to all further consideration received by Isis under any such Licence to the Exclusive Rights
no later than [***] after receipt. The parties agree that the payment of such sums to the Licensee represent the full amount of
compensation to which the Licensee is entitled and the extent of Isis's liability to the Licensee for any grant by Isis of a Licence
to the Exclusive Rights.


 


		14.	General



 


		14.1	Registration - The Licensee must register its interest in the Licensed Technology with any
relevant authorities in the Territory as soon as legally possible. The Licensee must not, however, register an entire copy of this
agreement in any part of the Territory or disclose its financial terms without the prior written consent of Isis (such consent
not to be unreasonably withheld or delayed).



 


		14.2	Advertising - The Licensee must not use the name of Isis, the University or the
                                                            Inventors (except those Inventors who are, or have at any time been, shareholders of the Licensee) in any advertising, promotional or sales literature, without Isis's prior written approval (such consent not to be unreasonably withheld or delayed).



 






    14


     


    

 


		14.3	Packaging - The Licensee will ensure that the Licensed Products and the packaging associated
with them are marked suitably with any relevant patent or patent application numbers to satisfy the laws of each of the countries
in which the Licensed Products are sold or supplied and in which they are covered by the claims of any patent or patent application,
to the intent that Isis shall not suffer any loss or any loss of damages in an infringement action.



 


		14.4	Thesis - This agreement shall not prevent or hinder registered students of the University
from submitting for degrees of the University theses based on the Licensed Technology; or from following the University's procedures
for examinations and for admission to postgraduate degree status.



 


		14.5	Taxes - Where the Licensee has to make a payment to Isis under this agreement which attracts
value-added, sales, use, excise or other similar taxes or duties, the Licensee will be responsible for paying those taxes and duties.



 


		14.6	Notices - All notices to be sent to Isis under this agreement must indicate the Isis Project
N° and should be sent, by post and fax unless agreed otherwise in writing, until further notice to: The Managing Director,
Isis Innovation Ltd, Buxton Court, 3 West Way, Oxford OX2 OSZ, Fax: +44 (0)1865 280831. All notices to be sent to the Licensee
under this agreement should be sent, until further notice, to the Licensee's Contact and Address indicating the Isis Project N°.



 


		14.7	Force Majeure - If performance by either party of any of its obligations under this agreement
(not including an obligation to make payment) is prevented by circumstances beyond its reasonable control, that party will be excused
from performance of that obligation for the duration of the relevant event.



 


		14.8	Assignment - The Licensee may assign any of its rights or obligations under this agreement
in whole or in part to an Affiliate but only for so long as it remains an Affiliate and Isis shall at the request of the Licensee
execute a deed of novation to bring about that assignment. Except as provided in this clause, the Licensee may not assign any of
its rights or obligations under this agreement without the prior written consent of Isis (such consent not to be unreasonably withheld,
delayed or conditioned except solely on the grounds that primarily relate to avoiding any detrimental reputational impact on the
University or the assignee having insufficient funds to fulfil the obligations of this agreement, it being acknowledged and agreed
that if the assignee is a publicly-listed company with a market capitalisation equal to or in excess of [***] it will be considered
to have sufficient financial resources to develop and Market the Licensed Product). If Isis assigns its rights in the Licensed
Technology to any person it shall do so expressly subject to the Licensee's rights under this agreement.



 


		14.9	Severability - If any of the provisions of this agreement is or becomes invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining provisions will not in any way be affected or impaired.
The parties will, however, negotiate to agree the terms of a mutually satisfactory provision, achieving as nearly as possible the
same commercial effect, to be substituted for the provision found to be void or unenforceable.



 


		14.10	No Partnership etc - Nothing in this agreement creates, implies or evidences any partnership
or joint venture between Isis and the Licensee or the relationship between them of principal and agent.



 


		14.11	Entire Agreement - This agreement constitutes the entire agreement between the parties in
relation to the Licence to the exclusion of all other terms and conditions (including any terms or conditions which the Licensee
purports to apply under any purchase order, confirmation order, specification or other document). The Licensee has not relied on
any other statements or representations in agreeing to enter this agreement and waives all claims for breach of any warranty and
all claims for any misrepresentation (negligent or of any other kind, unless made by Isis fraudulently) in relation to any representation
which is not specifically set out in this agreement. Specifically, but without limitation, this agreement does not impose or imply
any obligation on Isis or the University to conduct
development work. Any arrangements for such work must be the subject of a separate agreement between the University and the Licensee.



 






    15


     


    

 


		14.12	Variation - Any variation of this agreement must be in writing and signed by authorised
signatories for both parties. For the avoidance of doubt, the parties to this agreement may rescind or vary this agreement without
the consent of any party that has the benefit of clause 14.14.



 


		14.13	Waiver - No failure or delay by either party in enforcing its rights under this agreement,
or at law or in equity will prejudice or restrict those rights. No waiver of any right will operate as a waiver of any other or
later right or breach. Except as stated to the contrary in this agreement, no right, power or remedy conferred on, or reserved
to, either party is exclusive of any other right, power or remedy available to it, and each of those rights, powers, and remedies
is cumulative.



 


		14.14	Rights of Third Parties - The parties to this agreement intend that by virtue of the Contracts
(Rights of Third Parties) Act 1999 the University and the people referred to in clause 13.5 will be able to enforce the terms of
this agreement intended by the parties to be for their benefit as if the University and the people referred to in clause 13.5 were
party to this agreement.



 


		14.15	Governing Law - This agreement is governed by English Law, and the parties submit to the
exclusive jurisdiction of the English Courts for the resolution of any dispute which may arise out of or in connection with this
agreement except in relation to any action in relation to Intellectual Property Rights or Confidential Information which may be
brought in any court of competent jurisdiction.



 






    16


     


    

 


Schedule 1


 


DEFINITIONS

(Clause 1)


 


Academic and Research
Purposes means research, teaching or other scholarly use which is undertaken for the purposes of education and research.


 


Affiliate means
any company or legal entity in any country Controlling or Controlled by the Licensee (or any legal entity in a country Controlling
or Controlled by the sub-licensee).


 


Applications means:


 


		(a)	the patent applications set out as Applications 1, 2, 3 and 4 in Schedule 2;



 


		(b)	any patents granted in response to those applications;



 


		(c)	any corresponding foreign patents and applications which may be granted to Isis in the Territory
based on and deriving priority from those applications; and



 


		(d)	any addition, continuation, continuation-in-part, division, reissue, renewal or extension based
on the applications.



 


Acquisition
Event means the Licensee being acquired by a third party and the purchase price is greater than or equal to [***].


 


ATCC MTA means the
purchase order between the University and American Type Culture Collection (ATCC), a District of Columbia not-for-profit corporation,
having its offices at 10801 University Boulevard, Manassas, Virginia 20110-2209, USA dated 24 February 2006 subject to the terms
of ATCC's standard MTA dated 8 September 2003.


 


Business Day means
a day, other than a Saturday or Sunday, on which clearing banks are permitted to open in London.


 


ChAdOx1 Vector means
the DNA sequence of the AdY25 simian adenovirus with the El and E3 regions both deleted, and E4 Orf 4, 6, 6/7 replaced with the
corresponding regions from AdHu5.


 


ChAdOx2 Vector means
the DNA sequence of the C68 simian adenovirus with the following modifications so that the El region and the E3 region have both
been deleted and the E4 region has been deleted and replaced with E4 Orf 1,2,3 from Y25 and E4 Orf 4, 6, 6/7 from AdHu5.


 


Clinical Data means
the clinical data contained in the Isis clinical data projects set out in Schedule 2.


 


Clinical Patient Care
means diagnosing, treating and/or managing the health of persons under the care of an individual having the right to use the
Licensed Technology for Academic and Research Purposes in the event that such Licensed Technology is capable of application in
a healthcare setting without further development.


 


Commercially Reasonable
Endeavours means, in respect of each Indication to be developed in the Field separately, the effort a prudent and determined
company of comparable size and sector to the Licensee would take to pursue the goal of developing and Marketing Licensed Products
to maximize the financial return and in any event do no less than is required to fulfil the steps laid out in the Development Plan.


 


Confidential Information
means in relation to each party any materials, trade secrets or other information disclosed by that party to the other, including,
without limitation:


 


		(a)	the Licensed Technology, to the extent that it is not disclosed by the Application when published;
and



 






    17


     


    

 


		(b)	this agreement.



 


Control means:


 


		(a)	ownership of more than fifty percent (50%) of the voting share capital of the relevant entity;
or



 


		(b)	the ability to direct the casting of more than fifty percent (50%) of the votes exercisable at
a general meeting of the relevant entity on all, or substantially all, matters.



 


Development Plan means
the plan set out in Schedule 3 as revised in accordance with clause 10.2.


 


Fee Income Royalty Rate
means the fee income royalty rate set out in Schedule 2.


 


Field means the
field set out in Schedule 2.


 


FP7 Consortium and Funding
Agreements means the Improving Prostate Cancer with Vectored Vaccines (IMPROVE) EU grant agreement signed by the University
on 12 July 2013 and the IMPROVE Consortium Agreement dated 10 June 2013.


 


Improvement means
any development of the Licensed Technology which would, if commercially practised, infringe and/or be covered by a claim subsisting
or being prosecuted in the Application.


 


Indemnified Claim means
any claim under which Isis and the University are entitled to be indemnified under clause 13.3.


 


Indication means
each indication for which a vaccine is to be developed by the Licensee in the Field including influenza, cancer, varicella zoster
and MERS.


 


Initial Public Offering
means an initial public offering of the Licensee's shares on a stock exchange on any market where such shares are offered to
private and/or institutional investors.


 


Intellectual Property
Rights means patents, trade marks, copyrights, database rights, rights in designs, and all or any other intellectual or industrial
property rights, whether or not registered or capable of registration.


 


Inventor means the
inventor or inventors named in the Applications and identified in Schedule 2.


 


Inventor Improvements
means any Improvements made prior to the second anniversary of the date of this agreement solely by the Inventor within the
Field, and the Intellectual Property Rights pertaining to them, of which Isis has been made aware and is legally able to license
but shall not include, for the avoidance of doubt, any Improvements and Intellectual Property Rights developed pursuant to any
employment or consultancy arrangements with Licensee or its Affiliates.


 


Investment
Event means the Licensee achieving a company valuation greater than or equal to [***] determined
by private fund raising or an Initial Public Offering.


 


Legal Action means
commencing or defending any proceedings before a court or tribunal in any jurisdiction in relation to any rights included in the
Licensed Technology including all claims and counterclaims for infringement and for declarations of non-infringement or invalidity.


 


Licence means the
licence granted by Isis to the Licensee under clause 2.1.


 


Licensed Intellectual
Property Rights means the Applications and (to the extent they constitute Intellectual Property Rights) the Inventor's Improvements.


 


Licensed
Know-how means all confidential information relating to the Applications, the Materials and/or the Clinical Data that has been
communicated to the Licensee by Isis in writing before the date of this agreement or is communicated in writing to the Licensee
by Isis under this agreement and within [***] after the date of this agreement including but
not limited to the construction and design of viral vectors.


 






    18


     


    

 



 


Licensed Product means
any product, process, service or composition which is entirely or partially produced by means of or with the use of, or within
the scope of, the Licensed Technology, or any of it.


 


Licensed Technology
means the Licensed Intellectual Property Rights, the Clinical Data and the Licensed Know-How, and such (if any) other Intellectual
Property Rights owned by or licensed to Isis as may be specifically identified in Schedule 2 (to the extent, in the case
of licensed rights, that Isis is legally able to grant a sub-licence of the same).


 


Licensee's Contact and
Address means the address for the Licensee set out in Schedule 2 of this agreement.


 


Licensee Improvements
means any Improvements made prior to the second anniversary of the date of this agreement by the Licensee, and the Intellectual
Property Rights pertaining to them, which shall include, for the avoidance of doubt, any Improvements and Intellectual Property
Rights developed by an Inventor pursuant to an employment or consultancy arrangement with the Licensee.


 


Licence Year means
each twelve (12) month period beginning on the date of this agreement and each anniversary of the date of this agreement.


 


Market means, in
relation to a Licensed Product, offering to sell, lease, licence or otherwise commercially exploit the Licensed Product or the
sale, lease, licence or other commercial exploitation of the Licensed Product.


 


Materials means
the materials set out in Schedule 2.


 


Medicines Access Policy
means the policy of the University to promote access to pharmaceutical and other products and services, the current version
of which is available at www.admin.ox.ac.uk/researchsupport/integrity/access.


 


Milestone and Milestone
Fee means the milestones, and the amounts payable on achievement of each of the milestones, set out in Schedule 2.


 


Minimum Sum means
the minimum sum or sums set out in Schedule 2.


 


Net Sales means
the gross amount invoiced for sales or other dispositions of Licensed Products by Licensee or its Affiliates in bona fide arms-length
transactions with third parties, less the following deductions:


 


		(a)	trade, and/or quality discounts, returns, allowances, in amounts customary in the trade and actually
given;



 


		(b)	import, export, excise, sales or use taxes, value added taxes and other taxes, tariffs or duties
to the extent such items are included in the gross invoice price and actually paid;



 


		(c)	freight, handling, transportation and insurance prepaid or allowed if separately identified in
such invoice and actually paid; and



 


		(d)	amounts allowed or credited or retroactive price reductions or rebates and actually given/paid.



 


Any refund of any of the
foregoing amounts (including any reversal of bad debt allowances) previously deducted from Net Sales shall be appropriately credited
upon receipt.


 


The Licensee may, at its
option, allocate the above deductions from sales of Licensed Products based upon accruals estimated reasonably and consistent with
the Licensee's standard business practices. If the Licensee elects to utilise such accruals, actual deductions will be calculated
and, if applicable, a "true-up" made, on an annual basis.


 


A transfer of a
Licensed Product from Licensee to an Affiliate shall not be deemed to be a sale hereunder provided that if a sale of a
Licensed Product is to an Affiliate of the Licensee and such Affiliate is the end user of the Licensed Product, then the
 "amount invoiced" with respect to such sale shall, for the purposes of calculating "Net Sales", be the
greater of (a) the actual amount invoiced and (b) the amount which the invoiced amount would have been had such sale of the
Licensed Product been to a person at arm's length with the Licensee.


 






    19


     


    

 


Non-Commercial Use means
Academic and Research Purposes and the purposes of Clinical Patient Care. This includes the right for the University to license
the Licensed Technology to any of its collaborators in connection with and solely for the University's Academic and Research Purposes;
but it does not include the right to commercially exploit the Licensed Technology or grant any license to commercially exploit
the Licensed Technology.


 


Marketing Authorisation
means a marketing authorization granted by a regulatory authority such as the Food and Drug Administration or European Medicines
Agency necessary to Market a Licensed Product in a given country


 


Milestone Triggering
Event means any one of an Investment Event, an Acquisition Event, a Partnering Event, or a Multiple Partnering Event.


 


Multiple
Partnering Event means in respect of each Field separately, the Licensee receiving income totalling [***] or
more from third party partnering arrangements relating to the Licensed Technology.


 


Partnering
Event means the Licensee enters into a partnering arrangement with a third party and the company valuation at that time, as
assessed by a third party valuation expert, is greater than or equal to [***].


 


Past Patent Costs means
the past patent costs set out in Schedule 2.


 


Project means the projects referred
to in BACKGROUND.


 


Quarter means each period of three
calendar months during a Licence Year with the first Quarter commencing on the first day of each Licence Year.


 


Royalty Rate means the royalty rate
or rates set out in Schedule 2 on Net Sales of Licensed Products for, as applicable, influenza, cancer, varicella zoster
and MERS.


 


Royalty Report means the report
to be prepared by the Licensee under clause 11.2.


 


Signing Fee means the signing fee
set out in Schedule 2.


 


Sub-licensing Royalty Rate means
the sub-licensing royalty rate set out in Schedule 2.


 


Territory means the territory or
territories set out in Schedule 2, excluding any territory or territories removed through the operation of clause 6.5.


 


University means the Chancellor,
Masters and Scholars of the University of Oxford whose administrative offices are at the University Offices, Wellington Square,
Oxford OX1 2JD.


 


Valid Claim means a granted or currently
pending claim included in the Applications that has not expired nor been held permanently revoked, unpatentable, invalid or unenforceable
by a court or tribunal of competent jurisdiction in a final and non-appealable judgment; nor been rendered unenforceable through
disclaimer or otherwise abandoned.


 




    20


     


    

 


Schedule 2


 


	Application 1:	[***]
	 	 
	Application 2:	[***]
	 	 
	Application 3:	[***]
	 	 
	Application 4:	[***]
	 	 
	Clinical Data:	[***]
	 	 
	Materials:	[***]


 


	Master Seedbank	Volume
	[***]	[***]
	[***]	[***]
	[***]	[***]
	Non-GMP stocks	Volume
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]


 


	Inventor:	 
	 	
        Application 1:[***]

         

        Application 2:[***]

         

        Application 3:[***]

         

        Application 4:[***]

         

	Territory (clause 2.1):	Worldwide
	 	 
	Field (clause 2.1):	Influenza vaccines for humans, cancer vaccines for humans including therapeutic and prophylactic applications, Varicella zoster vaccines for humans, MERS vaccines
	 	 
	ChAdOx1 Excluded Fields (clause 2.1):	Malaria, tuberculosis, HIV, Neisseria meningitidis, human papilloma virus, hepatitis C virus, hepatitis B virus, Rift Valley Fever, dengue virus, Staphylococcus aureus, Ebola virus, Chagas disease, Chikungunya virus, pneumococcal disease, Marburg virus disease, Lassa fever, respiratory syncytial virus, Crimean-Congo haemorrhagic fever, severe acute respiratory syndrome (SARS), Hendra virus, Nipah virus, West Nile virus, Venezuelan equine encephalitis virus, Hanta Virus.
	 	 
	ChAdOx2 Excluded Fields (clause 2.1):	Therapeutic vaccines for Crohn's disease and vaccines against rabies virus.



 



    21


     


    

 


	Past Patent Costs (clause 6.1):	[***]
	 	 
	Signing Fee (clause 9.1):	£100,000
	 	 
	Royalty Rate (clause 9.2):	[***]
	 	 
	Minimum Sum (clause 9.4):	Licence Year	Minimum Sum
	5	[***]
	6	[***]
	7 and each year thereafter	[***]
	 	 
	 
	Fee Income Royalty Rate (clause 9.5):	
        [***]       where
        the sublicensing or partnering arrangement takes place during the first three Licence Years.

         

        [***]       where
        the sublicensing or partnering arrangement takes place after the third Licence Year.

         

	Sub-Licensing Royalty Rate (clause 9.6):	
        [***]       where
        the Licensee enters into the sublicensing agreement during the first three Licence Years.

         

        [***]       where
        the Licensee enters into the sublicensing agreement after the third Licence Year.



 


Milestone and Milestone
Fee (clause 9.9):


 


1)       first
Licensed Product for influenza:


 


	Milestone	Milestone Fee
	Successful completion of Phase lib trial	[***]
	Initiation of phase III clinical trial	[***]
	Marketing Authorisation and pricing and reimbursement approval first major territory	[***]
	Marketing Authorisation and pricing and reimbursement approval second major territory	[***]
	First calendar year in which annual Net Sales of Licensed Product exceed [***]	[***]


 


2)       second
Licensed Product for influenza:


 


	Milestone	Milestone Fee
	Successful completion of Phase lib trial	[***]
	Initiation of phase III clinical trial	[***]
	Marketing Authorisation and pricing and reimbursement approval first major territory	[***]
	Marketing Authorisation and pricing and reimbursement approval second major territory	[***]
	First calendar year in which annual Net Sales of Licensed Product exceed [***]	[***]


 


3)       first
Licensed Product for cancer:


 


	Milestone	Milestone Fee
	Successful completion of Phase lib trial	[***]
	Initiation of phase III clinical trial	[***]
	Marketing Authorisation and pricing and reimbursement approval first major territory	[***]
	Marketing Authorisation and pricing and reimbursement approval second major territory	[***]
	First calendar year in which annual Net Sales of Licensed Product exceed [***]	[***]


 




    22


     


    

4)       second
Licensed Product for cancer:


 


	Milestone	Milestone Fee
	Successful completion of Phase II trial	[***]
	Initiation of phase III clinical trial	[***]
	Marketing Authorisation and pricing and reimbursement approval first major territory	[***]
	Marketing Authorisation and pricing and reimbursement approval second major territory	[***]
	First calendar year in which annual Net Sales of Licensed Product exceed [***]	[***]


 


5)       first
Licensed Product for varicella zoster:


 


	Milestone	Milestone Fee
	Successful completion of Phase II trial	[***]
	Initiation of phase III clinical trial	[***]
	Marketing Authorisation and pricing and reimbursement approval first major territory	[***]
	Marketing Authorisation and pricing and reimbursement approval second major territory	[***]
	First calendar year in which annual Net Sales of Licensed Product exceed [***]	[***]


 


6)       first
Licensed Product for MERS:


 


	Milestone	Milestone Fee
	Successful completion of first efficacy trial in camels	[***]
	Successful completion of Phase II trial	[***]
	Initiation of phase III clinical trial	[***]
	First Marketing Authorisation for camels	[***]
	First Marketing Authorisation and pricing and reimbursement approval for humans	[***]
	First calendar year in which annual Net Sales of Licensed Product exceed [***]	[***]


 


For the purposes of these
Milestones:


 


"Successful completion"
of trials means the trial meets it primary endpoints and that the results justify commercial and scientific progression to the
next stage of trial.


 


"Initiation"
of new trials means the first administration of the trial drug in the first study subject recruited in accordance with the approved
study protocol.


 


Licensee's Contact and Address (clause
14.6):


 


	Contact	Dr Andrew Mclean
	Address	
        Oxford Sciences Innovation

        The Weston Library

        Broad Street

        Oxford

        OX1 3BG

	Email	[***]



 




    23


     


    

 


Schedule 3


 


Vaccitech Outline Clinical
Development Plan


 


[***]


 


Schedule 4


 


DEED OF COVENANT


 


Isis Innovation Limited

University Offices,

Wellington Square,

Oxford OX1 2JD,

England


 


Date: [insert date]


 


Dear Sirs,


 


Sub-Licence between
Vaccitech Limited ("Vaccitech") and [insert details of Sub-Licensee] dated [insert date] (the "Sub-Licence")


 


As part consideration for
the grant of a sub-licence from Vaccitech to use [insert details of licensed technology] (the "Licensed Technology"),
the Sub-Licensee hereby covenant to Isis Innovation Limited (Isis) and Isis covenant with the Sub-Licensee that:


 


		1.	should the head licence between Vaccitech and Isis be terminated for whatever reason, Isis and
the Sub-Licensee shall enter into a direct licence containing the same obligations and liabilities as set forth in the Sub-Licence
and the Sub-Licensee will pay all due and payable under the Sub-Licence to Isis;



 


		2.	should the Sub-Licensee wish to further sub-licence the Licensed Technology where Isis has consented
to the Sub-Licence including the right to do so, it shall procure that any sub-sub-licensee enters into a Deed of Covenant with
Isis in a form substantially similar to this Deed of Covenant;



 


		3.	Isis shall have the right, during the term of the Sub-Licence, through
an independent certified accountant appointed by Isis (the "Auditor"), to audit all accounts on at least [***]
written notice no more than once each calendar year for the purpose of determining the accuracy of
the royalty reports and payments. The Auditor shall be:



 


		a.	permitted to enter the principal place of business of the Sub-Licensee upon reasonable notice to
inspect such records and accounts;



 


		b.	entitled to take copies of or extracts from such records and accounts;



 


		c.	given all other information by the Sub-Licensee as may be necessary or appropriate to enable the
amount of royalties payable to be ascertained including the provision of relevant records; and



 


		d.	shall be allowed access to and permitted to conduct interviews of
any sales, engineering or other staff of the Sub-Licensee in order to verify the accuracy of the records and accounts and
the accuracy of any royalty statements provided to Vaccitech.



 


If on any such audit a shortfall in payments
of greater than five percent (5%) is discovered by the Auditor in respect of the audit period, the Sub-Licensee shall pay the audit
costs of Isis.


 


SIGNED AS A DEED by

[Insert details of Sub-Licensee] in the presence of:-


 




    24


     


    

 


Signature of Witness:


 


Name of Witness:

Address:


 


SIGNED AS A DEED by

ISIS INNOVATION LIMITED in the presence of:-


 


Signature of Witness:


 


Name of Witness:

Address:


 




    25


     


    

 


AS WITNESS this
agreement has been signed by the duly authorised representatives of the parties.


 


	SIGNED for and on behalf of

ISIS INNOVATION LIMITED:	SIGNED for and on behalf of

VACCITECH LIMITED
	 	 
	Name:	Name:
	 	 
	Position:	Position:
	 	 
	Signature:	Signature:
	 	 
	Date:	Date:


 






    26


     


    

 


Letter of Variation


 


 


 


CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.


 


Bill Enright

Vaccitech Limited

The Schrodinger Building

Heatley Road

The Oxford Science Park

Oxford

0X4 4GE


 


14th January 2019


 


Dear Bill,


 


OUI project numbers [***]


 


Amendment to the Licence of Technology
between Oxford University Innovation Limited (previously registered as Isis Innovation Limited) (“OUI”) and Vaccitech
Limited (“the Licensee”) dated 4th March 2016 (“the Licence Agreement”).


 


This letter (“Letter”) records
an amendment to the Licence Agreement that OUI and the Licensee wish to extend the permitted field of use for the ChAdOx2 vector,
make clarifications to the Field and to add the details of more recently filed patent applications to which the Licensee has rights
under the Licence Agreement.


 


Defined terms used in this letter (unless
stated to the contrary) have the same meaning as given to them in the Licence Agreement.


 


Amendment to the Licence Agreement


 


Accordingly, it is agreed as follows:


 


1.    
Clause 2.1.1(d) shall be replaced in its entirety with the following:


 


		(d)	In relation to the use of the ChAdOx2 vector under Application 5, exclusive in the fields of i)
vaccines encoding peptide sequences derived from the 5T4 oncofetal antigen, ii) personalised cancer vaccines, iii) vaccines for
human papillomavirus (HPV) associated diseases including cancer, iv) vaccines encoding peptide sequences derived from the melanoma-associated
antigen (MAGE-3) and/or New York oesophageal squamous cell carcinoma 1 (NYESO-1) cancer-testis antigen and nonexclusive in all
other fields with the exclusion of all veterinary applications (apart from MERS) and the ChAdOx2 Excluded Fields.



 


2.    
The definition of Field in Schedule 2 shall be replaced in its entirety with the following:


 


		Field (clause 2.1):	Influenza
vaccines for humans, therapeutic and prophylactic cancer vaccines for humans including those associated with or resulting from
viral infections, Varicella zoster vaccines for humans, MERS vaccines.



 






     


     


    





 


Letter of Variation


 


 


 


		3.	The definition of ChAdOx1 Excluded Fields shall be amended
such that it reads:



 


ChAdOx1
Excluded Fields (clause 2.1):    Malaria, tuberculosis, HIV, Neisseria meningitidis, human papilloma virus infections other
than those that cause or otherwise involve cancer, hepatitis C virus, hepatitis B virus, Rift Valley Fever, dengue virus, Staphylococcus
aureus, Ebola virus, Chagas disease, Chikungunya virus, pneumococcal disease, Marburg virus disease, Lassa fever, respiratory syncytial
virus, Crimean-Congo haemorrhagic fever, severe acute respiratory syndrome (SARS), Hendra virus, Nipah virus, West Nile virus,
Venezuelan equine encephalitis virus, Hanta Virus.


 


		4.	The definition of ChAdOx2 Excluded Fields shall be amended
such that it reads:



 


ChAdOx2
Excluded Fields (clause 2.1):     Therapeutic vaccines for Crohn’s disease, vaccines against rabies virus, and vaccines containing
antigenic sequences derived from Mycobacterium avium subspecies paratuberculosis (MAP) for use in humans and animals for
the treatment and prevention of diseases associated with MAP infection including but not limited to Crohn’s Disease, Psoriasis,
Multiple Sclerosis, Parkinson’s Disease, Alzheimer’s Disease, Amyotrophic Lateral Sclerosis and Idiopathic Pulmonary
Fibrosis.


 


		5.	The definition of Application 4 in Schedule 2 shall be
replaced in its entirety with the following:



 


Application
4:                                                [***].


 


		6.	The following new definition for Applications 5:



 


Application
5:                                                [***].


 


		7.	Our respective rights and liabilities under the Licence
Agreement which have accrued up to the effective date of this Letter will remain unaffected other than as may be expressly stated
in this letter.



 


		8.	This Letter is supplemental to the Licence Agreement
except as specifically amended by this letter the Licence Agreement shall continue in full force and effect in accordance with
its terms.



 


		9.	This letter is governed by English Law and the parties
submit to the exclusive jurisdiction of the English Courts for the resolution of dispute which may arise out of or in connection
with this agreement except in relation to any action in relation to Intellectual Property Rights or Confidential Information which
may be sought in any court of competent jurisdiction.



 






    


     


    

 


Letter of Variation


 


 


 


Please countersign and date a copy of
this letter and return to me to Indicate agreement to the variations to the License Agreement as set out in this letter. If we
have not yet signed the letter, we will do so and return a fully executed copy to you after receiving your signed copy.


 


Signed for and on behalf of Oxford University
Innovation Limited


 


	 	 



 


	Position:	 	 	Dated:	 




 


I, PRINT NAME: acting for and on behalf
of


 


Vaccitech Limited hereby agree to the
contents of this letter.


 


	Signed:	 	 	Dated:	 




 


	Position:	 	 	 	 



 






    


     


    

 


Confidential


 


	DATED	29 April 2020
	 

                                                                                (1)          Oxford University Innovation Limited

	 
	- and -
	 
	(2)          Vaccitech Limited
	 
	


        


 



 

        Amendment, Assignment and Revenue
        Share Agreement

         

        Concerning SARS-CoV2

         

        


 



 


	 

                                                                                CERTAIN
                                         CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”.
                                         SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT
                                         MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

                                                                                 

                                                                                Bristows LLP
 100 Victoria Embankment
 London
 EC4Y ODH



 






    


     


    

 


Confidential


 


THIS AGREEMENT is made the 29th
day of April 2020


 


BETWEEN:-


 


		(1)	Oxford University Innovation Limited, a company incorporated under the laws of England and
Wales under company registration number 02199542, whose registered office is at University Offices, Wellington Square, Oxford,
0X1 2JD (“OUI”); and



 


		(2)	Vaccitech Limited, a company incorporated under the laws of England and Wales under company
registration number 09973585, whose registered office is at The Schrodinger Building 2nd Floor, Heatley Road, Oxford Science Park,
Oxford, Oxfordshire, England, 0X4 4GE (“Vaccitech”).



 


BACKGROUND:


 


		(A)	OUI and Vaccitech entered into a Licence of Technology dated 4 March 2016, as amended by a letter
variation dated 14 January 2019 (the “Licence Agreement”).



 


		(B)	Under the Licence Agreement, OUI granted Vaccitech a licence to certain vaccine technology, which
was exclusive in certain fields and non-exclusive in other fields. Vaccitech’s non-exclusive licence includes a licence under
certain OUI patent rights to use the ChAdOx1 and ChAdOx2 vectors and the adenovirus long promoter’ in the field of SARS-CoV2.



 


		(C)	In response to the global COVID-19 pandemic, Oxford University is currently conducting a Phase
I clinical trial of a vaccine based on the ChAdOx1 vector.



 


		(D)	The vaccine is the subject of the Patent Application (as defined below). Vaccitech and OUI jointly
own me rights io the Patent Application.



 


		(E)	In order to enable the vaccine to be quickly manufactured at scale and distributed to meet global
demand, the resources and expertise of one or more global pharmaceutical companies will be required



 


		(F)	In order to vest all intellectual property rights in the vaccine in OUI, the Parties have agreed
to: (a) amend the Licence Agreement; and (b) assign all of Vaccitech’s rights in the Patent Application and the Other Vaccine
IPRs to OUI, in each case in accordance with the provisions of this Agreement. In return, the Parties have agreed to provide Vaccitech
with a share of revenue that OUI receives in connection with the commercialisation of the Vaccine in accordance with the provisions
of this Agreement



 


THE PARTIES AGREE AS FOLLOWS:


 


	1.	DEFINITIONS



 


In this Agreement, the following
words and expressions shall have the following meanings -


 


	1.1	“Adenovirus Long Promoter”	the promoter that is claimed in international patent application number [***];
	1.2	“Affiliate*	in relation to Vaccitech (the “subject”), any other entity that at the date of this Agreement (i) directly or indirectly controls, is controlled by, or is under common control with the subject.  In the case of entities having stocks, shares or a similar ownership designation “control” and ‘‘controlled” means beneficial ownership of more than fifty percent of the voting stock, shares or similar ownership designation.  In the case of any other entity, “control’ and “controlled’’ shall exist through the ability to directly or indirectly control the management and/or business of the other entity.  In this provision “entity” means any individual, firm, company, corporation or other corporate body or legal entity, or any joint venture, association or partnership (whether or not having a separate legal personality);



 






    1


     


    

 


Confidential


 


	1.3	“ChAdOx1 Vector”	the DNA sequence of the AdY25 simian adenovirus with the E1 and E3 regions both deleted, and E4 Orf 4, 6, 6/7 replaced with the corresponding regions from AdHu5, or any other vector that is claimed in international patent application number [***];
	1.4	“ChAdOx2 Vector”	[***], or any other vector that is claimed in international patent application number [***];
	1.5	“Intellectual Property Rights”	patents, petty patents, utility models, any extensions of the exclusivity granted in connection with the foregoing, registered, designs, trademarks, service marks, applications for any of the foregoing (including continuations, continuations-in-part and divisional applications), the right to claim priority from, the right to apply for and be granted any of the foregoing, rights in inventions, trade names, business names, brand names, get-up, logos, domain names, URLs, copyrights, design rights, database rights, publication rights, performance rights, rights in know-how, trade secrets and confidential information and all other forms of intellectual property right which may exist anywhere in the world;
	1.6	“Other Vaccine IPRs”	
        all Intellectual Property Rights owned
        solely (or jointly with OUI) by Vaccitech or Vaccitech’s Affiliates:

         

        (a)   that
        exist as at the date of this Agreement and that relate solely to the Vaccine and/or solely to manufacture of the Vaccine, (including
        those Intellectual Property Rights that were developed or generated by [***] in the course of her work on the Vaccine, to the extent
        that the same relate solely to the Vaccine and/or solely to manufacture of the Vaccine);

         

        (b)   that
        arise after the date of this Agreement and that relate solely to the Vaccine or solely to manufacture of the Vaccine; or

         

        (c)   that
        relate solely to any variations, improvements, enhancements or modifications to the Vaccine;

         

        in each case, provided that such
Intellectual Property Rights do not relate to any other product or the manufacture of any other product; and excluding the Patent
Application and the inventions disclosed in the Patent Application;

	1.7	“Patent Application”	patent application number [***]; and
	1.8	“Vaccine”	any ChAdOx1 Vector-based or ChAdOx2 Vector-based vaccine that is described and/or covered by a claim of the Patent Application document as filed on 13 March 2020.


 






    2


     


    

 


Confidential


 


	2.	AMENDMENT OF LICENCE AGREEMENT
	 	 
	2.1	The
                                         Licence Agreement shall be amended as follows with effect from the date of this Agreement



 


	 	2.1.1	The definition of ChAdOx1 Excluded Fields shall be amended by adding “and SARS-CoV2” to the end of the definition,
so that it reads:




 


	ChAdOx1 Excluded Fields (clause 2.1)	Malaria, tuberculosis, HIV, Neisseria meningitidis, human papilloma virus infections other than those that cause or otherwise involve cancer, hepatitis C virus, hepatitis B virus, Rift Valley Fever, dengue virus, Staphylococcus aureus, Ebola virus, Chagas disease, Chikungunya virus, pneumococcal disease, Marburg virus disease, Lassa fever, respiratory syncytial virus, Crimean-Congo haemorrhagic fever, severe acute respiratory syndrome (SARS), Hendra virus, Nipah virus, West Nile virus, Venezuelan equine encephalitis virus, Hanta Virus, and SARS-CoV2


 


	 	2.1.2	The definition of ChAdOx2 Excluded Fields shall be amended by adding “vaccines against SARS-CoV2,” into the definition
after the words “rabies virus,”, so that it reads:




 


	ChAdOx2 Excluded Fields (clause 2.1)	Therapeutic vaccines for Crohn’s disease, vaccines against rabies virus, vaccines against SARS-CoV2, and vaccines containing antigenic sequences derived from Mycobacterium avium subspecies paratuberculosis (MAP) for use in humans and animals for the treatment and prevention of diseases associated with MAP infection including but- not limited to Crohn’s Disease, Psoriasis, Multiple Sclerosis, Parkinson’s Disease, Alzheimer’s Disease, Amyotrophic Lateral Sclerosis and Idiopathic Pulmonary Fibrosis.


 


	 	2.1.3	Clause 2.1.1(a) of the Licence Agreement shall be amended by adding the word “both” just after the word ‘excluding’
and also adding the words “and SARS-CoV2” to the end of the definition, so that it reads:




 


	 	 	(a)	in
                                         relation to Applications 1 and 2 (i) exclusive in the Field and (ii) non-exclusive in
                                         all other fields excluding both veterinary applications (apart from MERS) and SARS- CoV2;



 


	2.2	For the avoidance of doubt, from the date of this Agreement, Vaccitech shall (i) no longer be entitled to use the
ChAdOx1 Vector, the ChAdOx2 Vector or the Adenovirus Long Promoter in the SARS-CoV2 field, and (ii) cease (or procure the cessation,
as the case may be) immediately of any work that may be ongoing using the ChAdOx1 Vector, the ChAdOx2 Vector and/or the Adenovirus
Long Promoter in the SARS-CoV2 field; pursuant to the Licence Agreement (in any such case, whether by itself, its Affiliates or
in conjunction with any third party)


 






    3


     


    

 


Confidential


 


	3.	ASSIGNMENT
	 	 
	3.1	Vaccitech
                                         and OUI, as joint owners, hereby irrevocably, unconditionally and absolutely assign to
                                         OUI as sole owner, all right, title and interest it may have in and to the Patent Application,
                                         and in and to any and all inventions disclosed in the Patent Application, including



 


	 	3.1.1	the right to claim priority from the Patent Application and to prosecute and obtain the grant of a patent;
	 
	 	3.1.2	the right to file divisional applications based on the Patent Application and to prosecute and obtain the grant of patent on each
and any such divisional application;
	 
	 	3.1.3	in respect of each and any invention disclosed in the Patent Application, the right to file applications, claim priority from
such applications, and prosecute and obtain the grant of patent or similar protection in or in respect of any country or territory
in the world;
	 
	 	3.1.4	the absolute entitlement to any patents granted pursuant to the Patent Applications or any of the applications set out in Clause
3.1, 33.1.3; and
	 
	 	3.1.5	the right to bring, make, oppose, defend, and appeal proceedings, claims or actions and obtain relief (and to retain any damages
recovered) in respect of any infringement, or any other cause of action arising from ownership, of the Patent Application or any
of the applications set out in Clause 3.1.3 or any patents granted on the foregoing, whether occurring before on or after the
date of this Agreement.




 


	3.2	Vaccitech hereby irrevocably, unconditionally and absolutely assigns into the sole name of OUI all its right, title
and interest in and to the Other Vaccine IPRs that exist as at the date of this Agreement, with the right to sue for damages and
other relief for past infringement of any of the Other Vaccine IPRs that exist as at the date of this Agreement. To the extent
that it is not legally possible to assign Other Vaccine IPRs which have not yet been created, Vaccitech shall hold such Other Vaccine
IPRs on trust for the sole benefit of OUI and, to the extent not restricted by law or any agreement with any third party, assign
them to OUI as and when requested by OUI pursuant to Clause 4, provided that to the extent that any third party has any right or
interest in the same upon their creation, such holding on trust and assignment shall be subject to such right or interest of such
third party.


 


	4.	FURTHER ASSURANCE



 


		At OUI’s expense, Vaccitech
shall, and shall procure its employees, its Affiliates, and the employees of its Affiliates shall, promptly execute such documents
and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement and its subject matter.
Without limiting the foregoing, this includes Vaccitech assisting OUI (at OUI’s expense) in obtaining, defending and enforcing
any rights arising out of or comprised within the Patent Application and/or the Other Vaccine IPRs, and assisting with any other
proceedings which may be brought by or against OUI, against or by any third party relating to the rights assigned by this Agreement.


 


	5.	WARRANTIES



 


	5.1	Each
                                         Party hereby warrants to the other that it has the full capacity and authority to enter
                                         into and perform this Agreement, and that doing so will not put it in breach of any contract
                                         or other arrangement with any third party.
	 	 
	5.2	Vaccitech
                                         hereby warrants to OUI as at the date of this Agreement that


 


	 	5.2.1	it has the right to make the assignments set out in Clause 3, free from all third party rights (other than potential third party
rights in Other Vaccine IPRs arising after the date of this Agreement):
	 
	 	5.2.2	2 2 it has not assigned or licensed, or agreed to assign or license, any of its rights in the Patent Application or the Other
Vaccine IPRs existing as at the date of this Agreement to any third party, or otherwise created any encumbrance over the same:
	 
	 	5.2.3	[***] was its employee at the time of her work on the Vaccine, carrying out her duties in the course of her employment with Vaccitech:
and
	 
	 	5.2.4	so far as it is aware, no third party has any right, title or interest in or to the Patent Application or the Other Vaccine IPRs
existing as at the date of this Agreement.




 






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	6.	REVENUE SHARE



 


	6.1	In
                                         consideration for the amendments to the Licence Agreement set out in Clause 2 and the
                                         assignment in Clause 3, the Parties agree the revenue sharing arrangements set out in
                                         Schedule 1.


 


		7.	GENERAL



 


Interpretation


 


	7.1	In this Agreement the headings are for convenience only and shall not affect the interpretation of this Agreement. Unless otherwise stated, all references to Clauses or Schedules are references to Clauses or schedules of this Agreement.
	 	 
	7.2	The Schedules attached to this Agreement shall form part of this Agreement.
	 	 
	7.3	References to Clauses and Schedules are to the clauses and schedules of this Agreement.
	 	 
	7.4	Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, phrase or term preceding those terms Severability.
	 	 
	7.5	If any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable then the remaining provisions of this Agreement shall continue in full force and effect The judicial or other competent authority making such determination shall have the power to limit, construe or reduce the duration, scope, activity and/or area of such provision, and/or delete specific words or phrases as necessary to render such provision enforceable.




 


Waiver


 


	7.6	Failure or delay by a Party to exercise any right or remedy under this Agreement shall not be deemed to be a waiver of that right or remedy, or prevent that Party from exercising that or any other right or remedy on that occasion or on any other occasion.




 


Entire Agreement and Amendments


 


	7.7	This Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter of this Agreement and supersedes all prior oral or written agreements, representations, understandings or arrangements between the Parties relating to the subject matter of this Agreement.
	 	 
	7.8	The Parties acknowledge that in entering into this Agreement they do not rely on any statement, representation (including any negligent misrepresentation but excluding any fraudulent misrepresentation), warranty, course of dealing, custom or understanding except for the warranties expressly set out in this Agreement.
	 	 
	7.9	No change shall be made to this Agreement except in writing signed by the duly authorised representatives of all Parties.




 


Confidentiality and Publicity


 


	7.10	OUI and Vaccitech shall agree wording for a press release that refers to Vaccitech and its role in the development of the Vaccine, and OUI shall include such agreed wording in each press release that it issues in relation to the grant of any of its rights in the Vaccine to any third party and in any subsequent press release relating or referring to development of the Vaccine.




 






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	7.11	No Party shall disclose any information concerning this Agreement (including its existence, its provisions, or disputes relating to it) to any third party provided that a Party may disclose:-




 


7.11.1      any
press releases agreed by the Parties and the information contained therein, and


 


7.11.2      information concerning this Agreement:


 


(a)          
to its legal advisers, auditors and/or regulators,


 


(b)          
to the extent required by law;


 


(c)          
as necessary to enforce this Agreement; *


 


(d)          
in the case of OUI, to Oxford University;


 


(e)          
in the case of OUI, to licensees and potential licensees of OUI’s rights to the Vaccine, save that OUI shall
not disclose any information in Schedule 1 to such licensees or potential licensees; and/or


 


(f)           
in the case of OUI, as necessary or desirable for the purposes of registering its rights with applicable patent offices
and other governmental authorities.


 


Third Party Rights


 


	7.12	The Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to this Agreement and nothing in this Agreement shall confer on any third party the right to enforce any provision of this Agreement.




 


Law and Jurisdiction


 


	7.13	English law shall govern this Agreement including the formation, validity, interpretation, performance and any non-contractual causes of action arising out of or in connection with this Agreement.
	 	 
	7.14	The Parties submit irrevocably to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with this Agreement.




 


Counterparts


 


	7.15	This Agreement may be executed by exchange of signed counterparts (including those signed by way of electronic signature) as attachments to emails. Each counterpart that has been executed and delivered by a Party shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. If this Agreement is executed in counterparts, it shall not be effective unless and until each Party has executed and delivered a counterpart to the other Party.




 


Assignment


 


	7.16	OUI may not assign or otherwise transfer any or its rights or obligations under this Agreement and may not assign its rights in respect of the Other Vaccine IPRs, the Patent Application or any inventions disclosed in the Patent Application, in each case without the prior written consent of Vaccitech, which may only be withheld where Vaccitech (acting reasonably) is not satisfied that its rights and entitlement under this Agreement is secured. Vaccitech may assign or transfer to any third party its rights to receive payments under this Agreement.




 






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Schedule 1


 


Revenue Sharing Arrangements


 


In addition to the definitions set out
elsewhere in this Agreement, in this Schedule the following words and expressions shall have the following meanings:-


 


	“Applicable Receipts”	means Net Receipts less OUI’s administrative fee of [***]
	“Net Receipts”	
        means any and all payments and the value
        of all non-monetary consideration actually received by OUI with respect to any Relevant Vaccine IP under all Vaccine Licensing
        Agreements, excluding:

         

        (a)       value
        added tax or other taxes paid to OUI; and

         

        (b)       any
        payments received by OUI for reimbursement of GUI’s actual costs or expenses in connection with the drafting, filing, prosecution
        and maintenance of the Patent Application;

         

	“Relevant Vaccine IP”	
        means:

         

        (a)       the
        Patent Application or any other patent application claiming any invention described or claimed in the Patent Application;

         

        (b)       the
        Other Vaccine IPRs; and/or

         

        (c)       any
        right under the Licensed Technology (as defined in the Licence Agreement) to use the ChAdOx1 Vector, ChAdOx2 Vector and/or the
        Adenovirus Long Promoter in the SARS-COV2 field;

         

	“Reporting Period”	means each three (3) month period ending on the last day March, June, September and December; and
	“Vaccine Licensing

 Agreement”	means any agreement between OUI and a third party under which OUI grants such third party any rights under the Relevant Vaccine IP (including any option) to research, develop, make, have made, use, offer for sale, sell, have sold, import or export a Vaccine


 


		1.	OUI shall not grant to any third party any rights in respect of the Relevant Vaccine IP in consideration
for any non-monetary consideration, without the prior written consent of Vaccitech, which consent shall be subject to the Parties
reaching agreement as to the monetary value of such non-monetary consideration for the purposes of calculation and payment to Vaccitech
of the royalty under this Agreement



 


Payment Obligation


 


		2.	OUI shall pay to Vaccitech twenty four per cent (24%) of all Applicable Receipts in each Reporting
Period



 


		3.	Within [***] after the end of each Reporting Period, OUI shall provide to Vaccitech a report setting
out the Net Receipts received by OUI under all Vaccine Licensing Agreements upon which OUI is required to make payments to Vaccitech
pursuant to paragraph 1 above (a “Revenue Report”).



 






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		4.	Within [***] after the date OUl issues a Revenue Report and, provided Vaccitech issues OUl with
a valid invoice (if requested at the time of the delivery of the Revenue Report by OUl), OUl shall pay the applicable payments
due under paragraph-1- above on the Net Receipts which are the subject of such Revenue Report.



 


Payment Terms


 


		5.	All sums due to Vaccitech under this Agreement shall be paid in British pounds sterling, or such
other currency as may be agreed in writing by the Parties from time to time, to such bank account as specified by Vaccitech from
time to time Where Net Receipts are received in a currency other than British pounds sterling OUl shall convert the same to British
pounds sterling in accordance with its standard procedures and provide to Vaccitech details of the currency conversion used.



 


		6.	If any payment is not paid by the due date, Vaccitech may charge interest on any outstanding amount
of such payment on a daily basis at a rate equivalent to [***] per annum above the base rate of the Bank of England then in force
in London.



 


		7.	OUl shall make all payments to Vaccitech under this Agreement without deduction or withholding
for taxes except to the extent that any such deduction or withholding is required by law. Any tax required to be withheld on amounts
payable under this Agreement will be paid by OUl to the appropriate governmental authority, and OUl will furnish Vaccitech with
proof of payment of such tax.



 


		8.	Vaccitech may, upon written notice to OUl, appoint an independent accountant for the purpose of
verifying the accuracy of the Revenue Report OUl shall make all relevant records available for inspection by such independent accountant
during regular business hours upon reasonable advance notice from Vaccitech. Before beginning their audit, the independent accountant
shall execute an undertaking to OUl to keep confidential all information reviewed during such audit provided that the conclusions
of the audit and any payments owed may be disclosed to Vaccitech. If the audit reveals an underpayment by OUl, the underpaid amount
along with any interest thereon shall be settled within [***] of the issue of the final report. If the audit reveals an underpayment
by OUl of more than [***] in aggregate in respect of any period of 4 consecutive Reporting Periods, OUl shall pay the accountant’s
fees in respect of that audit.



 






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AGREED by the Parties through their
duly authorised representatives on the date written at the start of this Agreement-


 


	For and on behalf of Oxford University Innovation Limited:-	For and on behalf of Vaccitech Limited:-



 


	Signed	 	 	Signed	 
	 	 
	Full Name	 	 	Full Name	 
	 	 
	Title	 	 	Title	 


 






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