Exhibit
10.5


 


		EXECUTION
    VERSION



 


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. 


 





Master
Collaboration

Agreement


 


Dated                         


 


Vaccitech
Limited (“Vaccitech")

CanSino Biologies Inc. ("CanSino")


 


King &
Wood Mallesons

Octagon Point, 4th Floor

St. Martins Court

5 Cheapside

London EC2V 6AA

UK

T +44 20 3823 2405

www.kwm.com


 






     


     


    

 


Master
Collaboration Agreement

Contents


 


	Details	 	1
	General terms	 	2
	1	Definitions and interpretation	2
	 	 	 
	1.1	Definitions	2
	1.2	General interpretation	4
	2	Commencement and term	5
	 	 	 
	2.1	Master Collaboration Agreement	5
	2.2	Project Agreements	5
	3	Projects	5
	 	 	 
	3.1	Project Agreements	5
	3.2	Conditions precedent	5
	3.3	Conflict	6
	4	Governance Framework	6
	 	 	 
	4.1	Party's commitments	6
	4.2	No obligation	6
	4.3	Relationship of parties	6
	4.4	No restriction on other business	7
	5	Performance of Projects	7
	 	 	 
	5.1	Performance of Projects	7
	5.2	Data sharing	8
	5.3	Risk to Product development	8
	5.4	Research misconduct	8
	5.5	Outcomes	8
	5.6	Exclusivity	8
	6	Materials	9
	 	 	 
	6.1	Materials	9
	6.2	CanSino Material	9
	7	Project Managers and Project Committees	10
	 	 	 
	7.1	Project Manager	10
	7.2	Function of Project Manager	10
	7.3	Project Committee	10
	7.4	Function of Project Committee	10
	7.5	Project Committee Voting and decisions	11
	8	Project meetings	11
	 	 	 
	8.1	Project meetings	11
	8.2	Project meeting requirements	11
	8.3	Decisions of the Project Committee outside of Project meetings	12
	9	Project reports	12
	 	 	 
	9.1	Progress reports	12
	9.2	Final and milestone completion reports	12



 









    i 


     


    

 


	10	Joint Steering Committee	12
	 	 	 
	10.1	Establishment	12
	10.2	Function	13
	10.3	Composition	13
	10.4	Voting and decisions	13
	10.5	Chairperson	13
	10.6	JSC meeting requirements	14
	10.7	Decisions of the JSC outside of JSC meetings	14
	11	Personnel	15
	 	 	 
	11.1	Personnel	15
	11.2	Subcontractors	15
	12	Records and inspection	15
	 	 	 
	12.1	Records	15
	12.2	Record retention	16
	12.3	Inspection	16
	13	Access to premises	17
	 	 	 
	13.1	Access to a Partner's premises	17
	13.2	Comply with a party's policies	17
	13.3	Minimal disruption	17
	14	Intellectual Property Rights	17
	 	 	 
	14.1	Product Intellectual Property Rights	17
	14.2	Background IPR	17
	14.3	Improvements	18
	14.4	New IPR	18
	14.5	Third party Intellectual Property Rights	18
	14.6	Registration	18
	14.7	Infringement	19
	14.8	Further efforts	19
	15	Exploitation	19
	 	 	 
	15.1	Background IPR	19
	15.2	New IPR and Products	19
	15.3	Pursue exploitation	20
	15.4	Regulatory authorities	20
	15.5	Patent markings	20
	16	Financial obligations	20
	 	 	 
	16.1	Milestone payments	20
	16.2	Royalties	20
	16.3	Royalty reports	21
	16.4	Invoices	21
	16.5	Payment	21
	16.6	Currency	21
	16.7	Taxes	21
	16.8	Interest	22
	16.9	Additional information	22


 






    ii 


     


    

 


	17	Termination	22
	 	 	 
	17.1	Termination	22
	17.2	Automatic termination	23
	17.3	Consequences of termination	23
	18	Confidentiality	24
	 	 	 
	18.1	Treatment of Confidential Information	24
	18.2	Use of Confidential Information	24
	18.3	Disclosure of Confidential Information	24
	18.4	Disclosure by Recipient	25
	18.5	Protecting Confidential Information	25
	18.6	Return or destruction of Confidential Information	25
	18.7	Exceptions	25
	18.8	Publicity	25
	18.9	OUI	26
	19	Data protection	26
	 	 	 
	19.1	Definitions	26
	19.2	Shared Personal Data	26
	19.3	Compliance with Data Protection Legislation	26
	19.4	Obligations	27
	19.5	Mutual assistance	27
	20	Publication	28
	 	 	 
	21	Representations and warranties	28
	 	 	 
	21.1	Representations and warranties	28
	21.2	Exclusions	29
	22	Liability	29
	 	 	 
	22.1	Indirect and consequential damages	29
	22.2	Limitation of liability	29
	22.3	Exclusions from limitation of liability	29
	22.4	Insurance	30
	22.5	Severability	30
	23	Indemnity	30
	 	 	 
	23.1	Indemnity	30
	23.2	Terms of indemnification	30
	24	Anti-bribery	31
	 	 	 
	25	Disputes	31
	 	 	 
	25.1	Compliance with this clause	31
	25.2	Dispute resolution process	32
	25.3	Arbitration	32


 






    iii 


     


    

 


	26	Notices and other communications	32
	 	 	 
	26.1	Form	32
	26.2	When effective	33
	26.3	When taken to be received	33
	26.4	Receipt
    outside business hours	33
	27	Force majeure	33
	 	 	 
	27.1	Force majeure event	33
	27.2	Termination	33
	28	General	34
	 	 	 
	28.1	Entire agreement	34
	28.2	Costs	34
	28.3	Variation and waiver	34
	28.4	Severability	34
	28.5	Further steps	34
	28.6	Assignment	34
	28.7	Discretion in exercising rights	34
	28.8	Partial exercise of rights	35
	28.9	Approvals and consents	35
	28.10	Remedies cumulative	35
	28.11	Third party rights	35
	28.12	Counterparts	35
	28.13	Governing
    law and jurisdiction	35


 


	Schedule 1	Project Agreement	36
	 	 	 
	Schedule 2	Deed of Covenant	9
	 	 	 
	Signing page	 	10



 






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Master Collaboration Agreement


 


Details


 


	Parties	 	 
	Vaccitech	Name	Vaccitech Limited
	 	Company number	09973585
	 	Formed in	England
	 	Address	Magdalen Centre, 1 Robert Robinson Avenue,

The Oxford Science Park, Oxford OX4 4GA

England
	 	Telephone	[***]
	 	Email	[***]
	 	Attention	[***]
	CanSino	Name	CanSino Biologics Inc.
	 	Company number	91120116681888972M
	 	Formed in	China
	 	Address	185 South Avenue, TEDA West District, Tianjin

300457 China
	 	Telephone	[***]
	 	Email	[***]
	 	Attention	[***]
	Recitals	A	Vaccitech is an Oxford-based biopharmaceutical company which holds certain intellectual property rights relating to a platform technology, which it is developing for several therapeutic and prophylactic indications in humans and animals.
	 	B	CanSino is a Tianjin-based biotechnology company dedicated to the R&D manufacturing and commercialisation of vaccine products for human use.
	 	C	Vaccitech and CanSino may wish from time to time to undertake projects to collaborate on the research, development, manufacture and sale of certain products.
	 	D	Vaccitech and CanSino intend to each contribute expertise, intellectual property, know-how and resources with respect to any such projects subject to, and on, the terms and conditions of this Agreement.
	 	E	Vaccitech and CanSino intend that where CanSino is acting purely as a manufacturer for a product that is not being developed or commercialised as a project pursuant to this Agreement, this manufacturing will be arranged under a separate manufacturing agreement between the parties


 









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Master Collaboration Agreement


 


General terms


 


		1	Definitions and interpretation



 


		1.1	Definitions



 


In this agreement, unless the contrary intention appears,
the following words and phrases have the following meanings


 


Affiliate
means in relation to a party, a subsidiary or holding company of that party, and any subsidiary of a holding company of that party.


 


Background IPR
means any Intellectual Property Rights (other than New IPR) owned by, licensed to or otherwise controlled by a party:


 


		(a)	before the start date of a Project Agreement, or



 


		(b)	created after the start date of a Project Agreement solely by such party without any use of the other party's Background IPR,
New IPR or other Confidential Information.



 


which is used in connection with a Project.


 


Business Day
means a day on which banks are open for general banking business in England and China (not being a Saturday Sunday, or public holiday
in that country or in the city in which the relevant party is located as set out in the Details).


 


CanSino Territory
means China (including Taiwan, Hong Kong and Macao), Malaysia, Thailand Myanmar, Indonesia, Lao, Vietnam, and the Philippines.


 


Confidential Information
means the existence and nature of this agreement, and all information (regardless of how the information is stored or delivered):


 


		(a)	designated by a party, either orally or in writing, as confidential to that party or to a third party to whom that party owes
an obligation of confidentiality;



 


		(b)	disclosed or made available by a party which relates to that party's business, financial affairs, systems, products developments,
trade secrets, know-how, Personnel, customers, clients and suppliers;



 


		(c)	which given the circumstances of disclosure, would reasonably be regarded as confidential information of the party disclosing
it or imparting a duty of confidence on the part of the recipient; and



 


		(d)	derived or produced partly or wholly from information set out in paragraphs (a) to (c) above,



 


whether that information is


 


		(d)	directly or indirectly disclosed or made available by or on behalf of a party to the other party, or



 





		(e)	obtained or discovered by that other party in the course of performing their obligations under this agreement, before, on <x
after the date of this agreement,



 






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Good Industry Practice
means in relation to any activity and under any circumstance, exercising the same skill, expertise and judgement and using facilities
and resources of a similar or superior quality as would be expected from a person who is highly skilled and experienced in providing
the services in question, seeking in good faith to comply with their regulatory and contractual obligations and seeking to avoid
liability arising under any duty of care that might reasonably apply.


 


Improvements
has the meaning set out in clause 14 3.


 


Intellectual Property
Rights means any patents, trade marks, designs or applications for them, inventions, copyright, circuit layout rights,
rights in and to trade or business names, trade secrets, know-how or confidential information, including any similar or analogous
rights or forms of protection in any part of the world.


 


Joint Steering Committee
and JSC have the meaning set out in clause 10.1 (Joint Steering Committee).


 


Materials
means all compounds, fragments, proteins, viruses, DNA, RNA, biologic reagents, substances solutions and any other chemical or
biological substance and any fragments, derivatives and progeny thereof, and any know- how associated with any such items


 


New IPR
has the meaning set out in clause 14.4.


 


Net Sales
means arm's length bona fide commercial Sales of Products and related services invoiced less the following deductions.


 


		(a)	trade, and quality discounts returns, and 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 these items
are included in the gross invoice price and actually paid;



 


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



 


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



 


in the relevant country in which the Sale takes place.
In relation to Sales which are not made in an arm's length, bona fide commercial manner, Net Sales shall be calculated by reference
to the fair market price (if higher) of the relevant Product in the country in which the Sale takes place.


 


OUI means
Oxford University Innovation Limited (formerly Isis Innovation Limited).


 


OUI Licence of Technology
means the relevant Vaccitech Licence of Technology with OUI dated either 4 March 2016 or 8th September 2017.


 


Personnel
means the employees, agents, officers, directors, auditors, advisors, authorised representatives or subcontractors of a party.


 





Product
means a product developed pursuant to a Project Agreement using New IPR and potentially also incorporating Background IPR


 


Project
means a project for the research, development manufacture and sale of Products as set out in a Project Agreement.


 






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Project Agreement
means the written agreement between Vaccitech and CanSino in substantially the same format as set out in Schedule 1 (Project Agreement).


 


Project Committee
has the meaning set out in clause 7.3 (Project Committee).


 


Regulatory Requirements
means in relation to any undertaking and any circumstance, all laws, statutes and statutory instruments regulations, by-laws, guidelines
codes of practice and standards determined by any governmental or regulatory authority, or judgements of a competent court of law
or applicable rules of stock exchange which apply or may apply to that undertaking or to that circumstance from time to time.


 


Royalty Period
[***]


 


Sale or
Sell or Sold means, in relation to Products, to sell, distribute, license, supply commercially or otherwise dispose
of or provide Products. Sales are deemed to have occurred at the earlier of the time when Products are delivered, title passes,
or the recipient is invoiced or pays.


 


Term means
10 years from the date of this agreement.


 


Territory
means in relation to a party either CanSino Territory or Vaccitech Territory, as relevant.


 


Vaccitech Territory
means the rest of the world other than the CanSino Territory.


 


		1.2	General interpretation



 


Headings are for convenience only and do not affect
interpretation. Unless the contrary intention appears in this agreement:


 


		(a)	labels used for definitions are for convenience only and do not affect interpretation;



 


		(b)	the singular includes the plural and vice versa;



 


		(c)	a reference to a document includes any agreement or other legally enforceable arrangement created by it (whether the document
is in the form of an agreement, deed or otherwise);



 


		(d)	a reference to a document also includes any variation, replacement or novation of it;



 


		(e)	the meaning of general words is not limited by specific examples introduced by "including", "for example",
 "such as" or similar expressions;



 


		(f)	a reference to "person" includes an individual, a body corporate, a partnership,
a joint venture, an unincorporated association and an authority or any other entity or organisation;



 


		(g)	a reference to a particular person includes the person's executors, administrators, successors, substitutes (including persons
taking by novation) and assigns;



 





		(h)	a reference to "law" includes common law, principles of equity and legislation
(including regulations);



 


		(i)	a reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacements
of any of them;



 


		(j)	a reference to "regulations" includes instruments of a legislative character
under legislation (such as regulations, rules by-laws, ordinances and proclamations);



 






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		(k)	a reference to any thing (including an amount) is a reference to the whole and each part of it;



 


		(l)	if a party must do something under this document on or by a given day and It is done after 5.00pm local time on that day, it
is taken to be done on the next day; and



 


		(m)	if the day on which a party must do something under this document is not a Business Day, the party must do it on the next Business
Day unless the timing of the obligation is specified by Regulatory Requirements in which case the party must do it on the preceding
Business Day.



 


		2	Commencement and term



 


		2.1	Master Collaboration Agreement



 


		(a)	Subject to clause 2.1(b) and clause 17 (Termination), this agreement commences on the date this agreement is signed by
both parties and continues until the expiry of the Term.



 


		(b)	At least [***] before the expiry of the Term, either party may give written notice to the other party expressing the desire
to extend the Term and the parties may agree to extend the Term as a written variation to this agreement signed by both parties.



 


		2.2	Project Agreements



 


Subject to clause 17 (Termination), each Project Agreement
commences on the start date set out in that Project Agreement and terminates upon the expiry of that Project Agreement.


 


		3	Projects



 


		3.1	Project Agreements



 


From time to time during the Term, the parties may
discuss the potential for collaboration relating to one or more programs If the parties wish to undertake a Project, the parties
shall use reasonable endeavours to complete and execute an agreement in the form of a Project Agreement. The parties shall use
reasonable endeavours to agree and execute a Project Agreement for each proposed Project. Each Project Agreement incorporates the
terms of this agreement by reference.


 


		3.2	Conditions precedent



 


The obligations of the parties to undertake and complete
each Project are conditional upon the satisfaction of the following conditions as soon as possible after the execution by the parties
of a Project Agreement for that Project:


 





		(a)	Vaccitech having obtained from OUI all consents required under the relevant OUI Licence of Technology for Vaccitech to undertake
the Project with CanSino, and



 


		(b)	CanSino entering into a Deed of Covenant with OUI in relation to the Project in substantially the same format as set out in
Schedule 2 (Deed of Covenant).



 


(together, Conditions).
Each party shall use reasonable endeavours to obtain and maintain the satisfaction of the Conditions. If the Conditions have not
been satisfied within [***] of the date of execution by the parties of a Project Agreement for that Project, the Project
Agreement shall be terminated automatically and Vaccitech shall confirm the termination by notice in writing to CanSino.


 






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		3.3	Conflict



 


In the event of a conflict between the terms of


 


		(a)	this agreement;



 


		(b)	a Schedule to this agreement; and



 


		(c)	a Project Agreement;



 


the terms of the document lower in the list prevail
unless specified in a writing by both parties.


 


		4	Governance Framework



 


		4.1	Party's commitments



 


Each party agrees and undertakes:


 


		(a)	to cooperate with the other party to undertake each Project;



 


		(b)	to the extent permitted by law, to promptly notify the other party;



 


		(i)	of any material legal, governance, policy, quality, regulatory or reputational issue arising in respect of this agreement or
a Project Agreement (including any Product);



 


		(ii)	of any legal or regulatory issues (including any correspondence or interaction with a relevant regulator) that would have a
material adverse impact on this agreement or a Project Agreement (including any Product);



 


		(c)	not to delay unreasonably any action, approval, direction, determination or decision required of it under this agreement or
a Project Agreement; and



 


		(d)	to act reasonably and in good faith in the performance of its obligations and the exercise of its rights under this agreement
or a Project Agreement.



 


		4.2	No obligation



 


Despite any other provision in this agreement or a
Project Agreement to the contrary, a party is not obliged to do or omit to do anything if it would, or might in its absolute opinion,
constitute a breach of any law.


 


		4.3	Relationship of parties






 


		(a)	Nothing contained or implied in this agreement or a Project Agreement constitutes a party the partner, agent or legal representative
of another party for any purpose or creates any partnership, agency or trust.



 


		(b)	A party has no authority to bind the other party, or to act for, or to incur any obligation or assume any responsibility on
behalf of, the other party.



 


		(c)	Each party is responsible for its own obligations arising under this Agreement and any Project Agreement and is not liable
for any other party's obligations.



 


		(d)	Each party's liability under this agreement or a Project Agreement is several and not joint and several.



 






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		4.4	No restriction on other business



 


Except as provided for under this agreement (including
clause 5.6 (Exclusivity)) or in any Project Agreement, nothing contained or implied in this agreement or in any Project Agreement
restricts m any way the freedom of a party to conduct as it sees fit any other business or activities (including any arrangements
with any third party), which may be undertaken without any accountability to the other party.


 


		5	Performance of Projects



 


		5.1	Performance of Projects



 


In respect of each Project, each party agrees that
it shall:


 


		(a)	use its reasonable endeavours to complete all activities designated to it for a Project in accordance with the relevant Project
Agreement;



 


		(b)	perform the Project in accordance with Good Industry Practice, in a good scientific manner, and in accordance with all Regulatory
Requirements If the parties cannot agree on the appropriate regulatory requirements and standards, they shall seek advice from
the appropriate regulator;



 


		(c)	perform the Project in accordance with all applicable ICH GxP standards, regulatory authorisations and approvals, and ethics
approvals, and all generally accepted professional, clinical and research standards of care;



 


		(d)	subject to the compliance with applicable laws, perform the Project in a manner as to enable the transfer between and submission
of data and information to the regulatory jurisdictions of the United Kingdom, the European Union, China and the United States
of America;



 


		(e)	perform the Project in a manner which will not damage the name, business, reputation or goodwill of the other party;



 


		(f)	at its own cost (except where expressly provided otherwise in this agreement or a Project Agreement), apply all time, attention,
resources, trained personnel and skill as may be reasonably necessary for the due and proper performance of the Project. Without
limitation to the foregoing, each party shall provide all laboratories, computers and other equipment and resources reasonably
required to perform the Project;



 





		(g)	hold and maintain all necessary licences, permits and consents necessary for it to perform the Project; and



 


		(h)	ensure that any animals involved in any part of the Project shall be provided with humane care and treatment in accordance
with generally accepted veterinary practice and research ethics.



 






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		5.2	Data sharing



 


Unless specified in a Project Agreement or otherwise
agreed by the parties, and subject to compliance with applicable laws, each party shall disclose promptly to the other party all
data (including pharmacovigilance and the reporting of any serious adverse events) produced by or on its behalf pursuant to a Project
Agreement in a prompt and timely manner. Both parties may use that data for submissions for regulatory approval within their respective
Territories. For the avoidance of doubt, if:


 


		(a)	a party assigns or licenses its rights in relation to a Product to an unrelated third party in accordance with this agreement
or the applicable Project Agreement and that third party is not acting on behalf of that party; or



 


		(b)	a party undergoes a change of control,



 


the scope of obligations regarding data sharing under
this clause 5.2 shall be limited to the sharing of only that data as is reasonably necessary for development and commercialisation
of a Product which shall be negotiated and agreed by the parties at the time acting in good faith and shall be subject to the approval
of:


 


		(c)	m relation to the circumstances set out in paragraph (a), the unrelated third party, or



 


		(d)	in relation to the circumstances set out in paragraph (b), the third party that acquires control of that party.



 


		5.3	Risk to Product development



 


Either party shall have the right to terminate any
Project activity that it is undertaking, directly or indirectly, in its Territory that it might reasonably deem to risk damage
to the development of any Products or the safety of any person If a party terminates any Project activity, it shall immediately
give written notice to the other party of the termination and grounds therefore and if after receipt of that notice, the other
party continues that activity in that other party's Territory:


 


		(a)	the notifying Party is excluded from all liability for any claims related to the other Party's continued activity; and



 


		(b)	the other Party indemnifies the notifying Party in respect of claims related to the other Party's continued activity.



 


The limitations set out in clauses 22.1 and 22.2 (Liability)
do not apply to this clause 5.3.


 


		5.4	Research misconduct



 


Each party will make and maintain arrangements for
investigating and resolving allegations of research misconduct and inform the other party of any investigation undertaken or intended
to be undertaken in connection with a Project Each part/ shall provide reasonable assistance with any investigation conducted by
the other party into any alleged research misconduct.


 





		5.5	Outcomes



 


Although the parties shall carry out each Project
in accordance with their respective obligations under this agreement and the relevant Project Agreement and using all reasonable
endeavours to achieve the objectives of the relevant Project, the parties acknowledge and agree that neither party undertakes,
represents or warrants that a Project will lead to any particular conclusion and nor does it guarantee a successful outcome to
a Project.


 


		5.6	Exclusivity



 


During the term of a Project Agreement and for three
months following the expiry or earlier termination of that Project Agreement, a party shall not enter into discussions, collaboration
or similar arrangement with any third party regarding matters or products which are materially the same as those set out in that
Project Agreement or related to the Project which is the subject of that Project Agreement (Arrangement) unless the party
reasonably believes that the Arrangement is unlikely to prejudice or detrimentally affect the relevant Project or Project Agreement.


 






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		6	Materials



 


		6.1	Materials



 


		(a)	Subject to clause 6.1(b), each party shall provide to the other party all Materials specified m a Project Agreement and shall
grant to the other party a non-exclusive, non-transferable, non-sub-licensable royalty-free licence to use the Materials solely
for the purposes of the Project for the duration of the term of the Project Agreement for that Project.



 


		(b)	The parties acknowledge that Materials are made available for investigational use only for the purposes of a Project. Unless
specified in a Project Agreement or otherwise agreed by the parties, a party shall not without the prior written consent of the
other party use the other party's Materials:



 


		(i)	for the production or sale of any products or for commercial purposes;



 


		(ii)	for testing or evaluation on or in human beings;



 


		(iii)	to fulfil commercial licensing or contracted research obligations for another organization; or



 


		(iv)	in any way which is inconsistent with or which is expressly prohibited in a Project Agreement.



 


		(c)	Each party shall comply with any Regulator/ Requirements and any written instructions issued by the other party with respect
to the storage, handling, transportation, use and disposal of the other party's Materials. The other party shall keep the Materials
in a secure environment, protected against theft, damage, loss misuse and unauthorised access and in compliance with any security
or storage requirements specified in the relevant Project Agreement.



 


		(d)	Each party shall promptly provide to the other party complete copies of any and all communications with any regulatory or other
governmental authority relating to the Materials provided to it by the other party.



 





		(e)	Unless otherwise agreed by the parties, at the end of the term of the relevant Project Agreement, each party shall return to
the other party, or at the other party's direction destroy, all remaining Materials of the other party and shall certify in writing
that the same has been done.



 


		(f)	Each party acknowledges that the other party's Materials are supplied on an "as is" basis. To the maximum extent
permitted at law, all representations, undertakings, warranties, terms and conditions that might but for this clause 6.1(f) have
been implied or incorporated into this agreement with respect to the Materials, whether by statute, common law or otherwise, are
expressly excluded (including any implied terms that the Materials are of satisfactory quality or fit for purpose).



 


		6.2	CanSino Material



 


		(a)	Unless specified in a Project Agreement or otherwise agreed by the parties, CanSino shall have
the exclusive and sub-licensable right and responsibility (subject to terms and conditions mutually acceptable to the parties)
to manufacture and supply all Master Virus Seed (MVS) and Good Manufacturing Practice (GMP) adenoviral material necessary
for the development and Sale of any Products (CanSino Material) by either party in any part of either party's Territory
to non-GMP and/or GMP standards (as required for the specified use of the CanSino Material at the time).



 






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		(b)	If reasonably requested by Vaccitech, CanSino shall enter into appropriate agreements to supply the CanSino Material to third
parties (including sublicensees of Vaccitech) on the same terms of supply that CanSino shall supply the CanSino Materials to Vaccitech
as set out in clause 6.2(c)



 


		(c)	CanSino shall supply any CanSino Material to be used by Vaccitech for the manufacture of Products to be Sold by Vaccitech (or
its sublicensees) in the Vaccitech Territory at pricing of [***] over Cost of Goods Sold (COGS) where COGS is equal to reasonable
COGS for equivalent material to the CanSino Material manufactured by CanSino or its subcontractors for Sale by CanSino (or its
sublicensees) in the CanSino Territory.



 


		7	Project Managers and Project Committees



 


		7.1	Project Manager



 


Each party shall appoint one Project manager for each
Project (Project Manager) to assume responsibility as set forth in clause 7.2 for that party's roles and obligations under
the Project Agreement for that Project Each party:


 


		(a)	shall notify the other party in writing of the identity of the Project Manager it has appointed;



 


		(b)	may change its Project Manager from time to time, and shall notify the other party of that change in writing; and



 


		(c)	shall ensure that any Project Manager is adequately qualified for the role and informed about this agreement and the applicable
Project Agreement.



 


		7.2	Function of Project Manager



 


In relation to each Project, each party's Project
Manager for that Project shall


 


		(a)	co-ordinate all of that party's development work and other activities on that Project including facilitating and reporting
the performance of that work;



 


		(b)	arrange and attend, at each party's own cost, Project meetings as described in clause 8 (Project meetings) and other meetings,
at intervals and locations as agreed between the parties from time to time, to discuss developments and resolve any issues. The
Project Managers shall use all reasonable endeavours to resolve issues arising under the relevant Project Agreement but shall refer
all problems which are outside their ordinary authority to appropriate members of the parties' senior management to resolve, and



 


		(c)	prepare and agree regular reports in English.



 


		7.3	Project Committee



 


The parties shall establish a committee for the purposes
of implementing each Project Agreement (Project Committee) which shall be composed of each party's Project Manager for that
Project Each party shall ensure that its Project Manager has sufficient authority to make the decisions required of the Project
Committee to implement the function set out in clause 7.4.


 


		7.4	Function of Project Committee



 


Without limiting clause 4.1 (Party's commitments),
the implementation of each Project Agreement will be under the direction of the Project Committee for that Project The Project
Committee shall consider and decide all things reasonably required in relation to its Project including:


 






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		(a)	having general oversight of for all activities performed under the Project Agreement including discussing the progress and
status of the Project;



 


		(b)	considering, preparing and finalising detailed development and action plans;



 


		(c)	preparing and submitting comprehensive progress reports to the JSC under clause 9 (Project reports); and



 


		(d)	determining any other matter required to be determined by the Project Committee under this agreement.



 


For the avoidance of doubt, the Project Committee
shall have no authority to amend this agreement or any Project Agreement.


 


		7.5	Project Committee Voting and decisions



 


		(a)	Each party has one vote for each decision made by the Project Committee.



 


		(b)	All decisions of the Project Committee require unanimous approval of both parties. If the matters cannot be approved by unanimous
vote, it shall be dealt with in accordance with clause 25.2 (Dispute resolution process).



 


		(c)	The Project Committee shall jointly record the details of all decisions made.



 


		(d)	Each party agrees to give effect to decisions made by the Project Committee.



 


		8	Project meetings



 


		8.1	Project meetings



 


The parties shall arrange (and attend at their own
cost) meetings to discuss and review the progress and status of any Project, and consider proposals and agree actions in relation
to that Project with a view to ensuring the due and proper completion of all Projects in accordance with the Project Agreement
for that Project.


 


		8.2	Project meeting requirements



 


		(a)	Attendees and frequency: The Project Committee together with any other representatives of each party shall
meet as per the Project Agreement, or as otherwise agreed by the Project Committee.



 


		(b)	Location: Project meetings shall be held in a location as determined by the Project Committee, or by teleconference



 


		(c)	Technology: A Project meeting may be held at two or more venues using any technology that gives the Project
Committee and other duly authorised representatives of each party a reasonable opportunity to participate.



 


		(d)	Notice: Unless otherwise agreed by the Project Committee, each Project Manager shall receive at least
5 Business Days' notice of each Project meeting. The notice shall include a draft agenda for comment, and shall be sent to other
Project Manager by the coordinating Project Manager selected at the previous meeting



 


		(e)	Coordinating Project Manager: Each Project meeting shall be led by a coordinating Project Manager appointed
as agreed by the Project Committee.



 






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		(f)	Papers: Unless otherwise agreed by the Project Committee papers for each Project meeting shall be circulated
by the coordinating Project Manager selected at the previous meeting at least 5 Business Days prior to a Project meeting



 


		(g)	Minutes: The coordinating Project Manager shall arrange preparation of minutes and for a copy of the minutes
of each Project meeting (Including decisions made) to be given to each Project Manager as soon as practicable, but no later than
5 Business Days after each Project meeting. The minutes are to be approved by both parties within 10 Business Days after receipt.



 


		8.3	Decisions of the Project Committee outside of Project meetings



 


Each party agrees that the Project Committee may make
decisions outside Project meetings in accordance with the following requirements:


 


		(a)	Email: Project Committee decisions that are made outside of Project meetings may only be made via email correspondence;



 


		(b)	Correspondence: Each Project Manager shall be copied on emails that seek a decision of the Project Committee,
and



 


		(c)	Voting: Clause 7.5 applies in respect of any decision out of session.



 


		(d)	Records: The coordinating Project Manager selected at the previous meeting shall prepare and file a copy
of the decisions and circulate to each Project Manager.



 


		9	Project reports



 


		9.1	Progress reports



 


Each Project Committee shall:


 


		(a)	prepare regular comprehensive written reports (in English) as determined by the JSC in relation to the progress of each Project
and as otherwise set out in the relevant Project Agreement; and



 


		(b)	submit its reports to the JSC on a pre-determined basis so they may be circulated to both parties as part of the papers poor
to each JSC meeting.



 


		9.2	Final and milestone completion reports



 


Within a reasonable time of completion of each Project
(or any major phase of a Project as agreed by the Project Committee), the Project Committee shall:


 


		(a)	prepare and agree a written report (in English) for that Project which sets out the work performed, and all Improvements and
New IPR developed in sufficient detail to allow the parties to evaluate the commercial and scientific value of the results for
that Project; and



 


		(b)	submit that written report to the JSC.



 


		10	Joint Steering Committee



 


		10.1	Establishment



 


The parties shall establish a committee for the purposes
of implementing this agreement and the Project Agreements (Joint Steering Committee or JSC).


 






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		10.2	Function


 


Without limiting clause 4.1 (Party's commitments),
the implementation of this agreement and all Project Agreements will be under the direction of the JSC. The JSC will consider and
decide all things reasonably required in relation to this agreement and any Project Agreement including:


 


		(a)	having general oversight of for all activities performed under this agreement or any Project Agreement;



 


		(b)	establishing budgets and financial decision-making;



 


		(c)	approving any Product, and its Project Agreement (and any changes to a Project Agreement), provided that the execution of the
Project Agreement and any changes to a Project Agreement will be subject to each party's internal approval;



 


		(d)	approving the strategy for communication about this agreement, a Product and any Project Agreement, including any public announcements
and interactions with third parties, and



 


		(e)	determining any other matter required to be determined by the JSC under this agreement.



 


		10.3	Composition



 


Each party:


 


		(a)	shall appoint 3 JSC representatives each to represent It on the JSC;



 


		(b)	shall notify the other party in writing of the representative it has appointed;



 


		(c)	shall, as far as practicable, seek to ensure longevity of each person's tenure as that party's JSC representative; and



 


		(d)	may change its JSC representatives from time to time, and shall notify the other party of that change in writing.



 


		10.4	Voting and decisions



 


		(a)	Each party has one vote for each decision made by the JSC and each party shall direct its JSC representatives to exercise that
vote together.



 


		(b)	All decisions of the JSC require unanimous approval of both parties. If the matters cannot be approved by unanimous vote, it
shall be dealt with in accordance with clause 25.2 (Dispute resolution process).



 


		(c)	Each party agrees to give effect to decisions made by the JSC.



 


		10.5	Chairperson



 


		(a)	Each JSC meeting shall be led by a chairperson appointed m accordance with this clause 10.5 (Chairperson).



 


		(b)	Unless otherwise agreed by the JSC



 


		(i)	each Chairperson shall be appointed on an annual basis;



 


		(ii)	each time a new Chairperson is required:



 






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		(A)	one of the parties may nominate one of their JSC representatives to be the Chairperson in accordance with clause 10.5(b)(iii) on
a rotating basis; and


 


		(B)	the parties shall agree on, and appoint, the Chairperson from those nominees; and



 


		(iii)	a party may only have a JSC representative as Chairperson for a maximum of one period each 12 months (such that each party
will nominate a Chairperson on a revolving basis).



 


		(c)	For the avoidance of doubt, the Chairperson retains the right to vote (without a superior voting right) on all matters before
the JSC in accordance with clause 10.4.



 


		(d)	The Chairperson is responsible for coordinating and providing leadership for the activities involved under the agreement and
the Project Agreements, including circulating the agenda and the papers for any JSC meeting in accordance with the requirements
of clause 10.6.



 


		10.6	JSC meeting requirements



 


		(a)	Frequency: The JSC shall meet every [***], or as otherwise agreed by the JSC.



 


		(b)	Location: JSC meetings shall be held in a location as determined by the JSC.



 


		(c)	Technology: A JSC meeting may be held at 2 or more venues using any technology that gives the JSC representatives
a reasonable opportunity to participate.



 


		(d)	Notice: Unless otherwise agreed by the JSC, each JSC representative shall receive at least [***]notice
of each meeting of the JSC, from the Chairperson The notice shall include an agenda, and shall be sent to all JSC representatives.



 


		(e)	Papers: Unless otherwise agreed by the JSC, papers for each JSC meeting shall be circulated at least [***]
prior to a JSC meeting.



 


		(f)	Minutes: The Chairperson shall arrange for a copy of the minutes of each JSC meeting to be given to each
JSC representative and each party as soon as practicable, but no later than 10 Business Days after each JSC meeting The minutes
may be approved by each party's JSC representatives by giving notice to the other JSC representatives and are taken to be approved
if no notice is given within 10 Business Days after receiving the minutes. If approved or taken to be approved by each party's
JSC's representatives, the minutes shall be signed by the Chairperson of the relevant meeting and are then conclusive evidence
of the proceedings and decisions of the JSC meeting to which they relate.



 


		10.7	Decisions of the JSC outside of JSC meetings



 


Each party agrees that the JSC may make decisions
outside JSC meetings in accordance with the following requirements:


 


		(a)	Email: JSC decisions that are made outside of JSC meetings may only be made via email correspondence;



 


		(b)	Correspondence: Each JSC representative shall be copied on emails that seek a decision of the JSC; and



 


		(c)	Voting: Clause 10.4 applies in respect of any decision out of session.



 


		(d)	Records: The Chairperson shall prepare and file a copy of the decisions and circulate in accordance with clause
10.6(f).



 






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		11	Personnel



 


		11.1	Personnel



 


		(a)	Where the parties agree that the Project shall be performed by certain key Personnel of either party, those Personnel shall
be named in the Project Agreement for that Project and shall perform the Project unless agreed otherwise by the Project Committee
for that Project.



 


		(b)	Each party shall use only Personnel who have adequate training, and sufficient qualifications and experience to perform the
Project Each party shall ensure its Personnel comply with all the obligations imposed on that party under this agreement and the
applicable Project Agreement.



 


		(c)	A party's Personnel are not employees, representatives or agents of the other party. Each party will be entirely responsible
for and pay all fees, wages, salaries withholding taxes, unemployment taxes, workers' compensation insurance premiums and other
sums required by law to be paid m connection with its Personnel.



 


		11.2	Subcontractors



 


		(a)	Unless otherwise specified in this agreement, the applicable Project Agreement or separately agreed by the parties in writing,
a party shall not use subcontractors to perform any of its obligations under a Project Agreement without the prior written consent
of the other party (which consent shall not be unreasonable withheld or delayed). If a party has not responded to a notice from
the other party requesting consent within [***] of receipt of the notice, consent is deemed to have been given by the party.



 


		(b)	Where a party uses subcontractors to perform any of its obligations under a Project Agreement, that party:



 


		(i)	shall ensure those subcontractors have agreed to:



 


		(A)	confidentiality obligations at least as restrictive as those set out in this agreement; and



 


		(B)	obligations regarding the rights to use any Intellectual Property Rights, and assignment of any Improvements and New I PR developed
by those subcontractors (other than Background IPR of those subcontractors) consistent with and at least as restrictive as those
set out in this agreement or the relevant Project Agreement; and



 


		(ii)	remains primarily liable to the other party for all acts of the subcontractors as if they were employees of the first party
acting within the scope of their authority.



 


		12	Records and inspection



 


		12.1	Records



 


Each party shall keep clear, full, accurate and up
to date records together with any relevant supporting material of all:


 






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		(a)	details of Sales of Products, the deductions used to calculate the Net Sales value and any other information necessary to enable
the other party to verify the calculation of royalties payable;


 


		(b)	its activities performed in connection with this agreement and all Project Agreements (Activities);



 


		(c)	materials including laboratory notebooks, worksheets, records reports and data obtained or generated in the course of undertaking
its Activities;



 


		(d)	time, costs and expenses incurred in undertaking its Activities, and



 


		(e)	all Personnel, materials, products, parts and equipment used m connection with undertaking its Activities,



 


(together, Records).


 


		12.2	Record retention



 


Each party shall retain all Records during the term
and for the longer of


 


		(a)	the period of time required by any Regulatory Requirements; or



 


		(b)	[***] after the date of termination or expiry of the relevant Project Agreement; or



 


		(c)	[***] after the period during which sales continue and Royalties are payable to either party.



 


		12.3	Inspection



 


		(a)	Until the expiry of the retention period set out in clause 12.2, upon reasonable prior written notice from a party, the other
party shall, during normal business hours and with minimum interference with the other party's business operation:



 


		(i)	make available its Records, and relevant Personnel;



 


		(ii)	allow reasonable access to its premises and procure access to the premises, records and relevant personnel of its subcontractors
where relevant; and



 


		(iii)	provide all reasonable information and assistance,



 


to the notifying party and its Personnel (including
an independent auditor selected by the first party), and any other relevant competent government or regulatory authority for the
purposes of monitoring and carrying out an audit of that other party's compliance with this agreement and any Project Agreement
including all activities and the calculation of any royalties and charges as may be reasonably appropriate having regard to the
nature and progress of the relevant Project at any time or as may be required to comply with Regulatory Requirements (Audit)
The first party may take copies of or extracts from that other party's Records for the purposes of carrying out the Audit. Before
performing an Audit, any auditor shall agree to maintain the confidentiality at least as restrictive as those set out in this agreement
of a party's Records and not disclose to third parties the contents of any Records.


 


		(b)	In the event that an Audit reveals a discrepancy in the royalties or other amounts paid from those payable under this agreement
or a Project Agreement, a party shall refund any overpayment and a party shall pay any underpayment immediately. Where an Audit
undertaken by one party reveals an underpayment the other party which exceeds [***] of the total royalties payable for the Royalty
Period under audit, the other party shall pay for the cost of the Audit otherwise the first party shall pay for the cost of the
Audit



 






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		13	Access to premises



 


		13.1	Access to a Partner's premises



 


		(a)	Subject to clauses 13.2 and 13.3 and clause 18 (Confidentiality), a party may allow certain pre-approved and nominated Personnel
of the other party access (during business hours, on reasonable notice) to designated
areas within the first party's premises to the extent reasonably required to enable the other party to participate in a Project
in accordance with the terms of this agreement and the applicable Project Agreement for that Project.



 


		(b)	A party may at any time (acting reasonably) deny access to another party or remove its Personnel from the list of approved
Personnel of that party (whether temporarily or permanently) where that party breaches any of the provisions of clauses 13.2 or
13.3 or clause 18 (Confidentiality).



 


		13.2	Comply with a party's policies



 


A party shall comply, and shall ensure that its Personnel
comply, with all reasonable security, privacy, confidentiality, health and safety, and office conduct policies and procedures notified
to that party and reasonable directions of the other party whilst on that other party's premises.


 


		13.3	Minimal disruption



 


A party shall ensure that its Personnel will cause
no more than minimal disruption to the other party while accessing that other party's premises in accordance with this agreement
and the applicable Project Agreement.


 


		14	Intellectual Property Rights



 


		14.1	Product Intellectual Property Rights



 


Prior to commencing the implementation of a Project
Agreement for a Product each party shall undertake searches to determine and confirm the status (significant or otherwise) of Intellectual
Property Rights for that Product in strategic countries in that party's Territory. The JSC and the Project Committee for the relevant
Project shall take into account the results of each party's searches and agree an appropriate Intellectual Property Rights strategy
for the implementation of that Project.


 


		14.2	Background IPR



 


		(a)	Each party shall give full disclosure to the other party of all Background IPR owned or licensed by it which is relevant to
a Project.



 


		(b)	All Background IPR is and shall remain the exclusive property of the party owning it (or, where applicable, the third party
from whom its right to use the Background IPR has derived) and nothing in this agreement or any Project Agreement shall operate
to transfer any Background IPR of one party to the other party.



 


		(c)	Each party grants to the other party a royalty-free, non-exclusive licence to use the first party's Background IPR to the extent
necessary to perform the Project in the other party's Territory together with a right to sub-license to any subcontractor performing
services for and on behalf of the other party in accordance with clause 11.2 (Subcontractors).



 






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		14.3	Improvements



 


Except as agreed otherwise in a Project
Agreement, any modifications, enhancements or improvements of a party's Background IPR and all associated Intellectual
Property Rights (Improvements) will be owned by that party regardless of who created the Improvements but they will be
treated as Background IPR for the purposes of the licence granted to the other party under clause 14.2(c). Each party assigns
to the other party any rights, title and interest the first party may have in the Improvements so as to perfect the other
party's ownership in the Improvements.


 


		14.4	New IPR



 


Any new Intellectual Property Right created, generated,
developed, derived conceived or first reduced to practice in the course of activities performed by a party in relation to a Project
or otherwise under this agreement or a Project Agreement, which is not derived from either party's Background IPR or Improvements
and all associated Intellectual Property Rights (New IPR), will be owned by the parties in shares to reflect the respective
inventive contribution of each party to that New IPR as determined by the principles of United Kingdom patent law unless specified
otherwise m the relevant Project Agreement. The parties may assign or license their rights to any New IPR to each other in relation
to a Project as specified in the relevant Project Agreement or as otherwise agreed between the parties at any time.


 


		14.5	Third party Intellectual Property Rights



 


If a party licenses any Intellectual Property Rights
from a third party in relation to a Project, that party shall make reasonable efforts to ensure that the other party receives a
licence from that third party for those Intellectual Property Rights upon equal terms for use in the other party's Territory.


 


		14.6	Registration



 


		(a)	Except where otherwise agreed by the parties or expressly provided otherwise in a Project Agreement, if any New IPR for a Product
is.



 


		(i)	wholly owned by one party, that party shall use all reasonable endeavours to carry out, at its own expense the drafting, filing
and prosecution of all patent applications and the maintenance and extension, of all patent registrations comprised in the New
IP in those parts of the world to the extent required to provide reasonable patent protection for that Product for the term of
the relevant Project Agreement; and



 


		(ii)	jointly owned by the parties, Vaccitech shall use all reasonable endeavours to carry out the
drafting, filing and prosecution of all patent applications and the maintenance and extension, of all patent registrations comprised
in the New IP in those parts of the world to the extent required to provide reasonable patent protection for that Product for the
term of this agreement in consultation with CanSino (Joint Project Patents) The parties shall share all costs in
relation to these patent applications and registrations as agreed at the time or set out in the relevant Project Agreement.



 


		(b)	Before abandoning any Joint Project Patents in any country or withholding payment of any fee necessary for procuring or keeping
in force a Project Patent in any country upon the expiry of earlier termination of a Project Agreement relevant to that Joint Project
Patent, Vaccitech shall give CanSino at least [***] prior written notice of Vaccitech s intended course of action. Before the expiry
of the notice period, CanSino may re-quest the assignment of Vaccitech's rights to the Joint Project Patent from Vaccitech to CanSino
on terms to be agreed by the parties at the time.



 






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		14.7	Infringement


 


A party shall notify the other party m writing immediately,
giving full particulars, if it becomes aware of any of the following:


 


		(a)	any actual suspected or threatened infringement or any actual, suspected or threatened unauthorised disclosure, misappropriation
or misuse of any New IPR by a third party;



 


		(b)	any actual or threatened claim that any patent application or registered patent m relation to any New IPR or related Background
IPR is invalid;



 


		(c)	any actual or threatened opposition to any patent application or registered patent in relation to any New IPR or related Background
IPR;



 


		(d)	any claim made or threatened that any New IPR or related Background IPR infringes the rights of any third party;



 


		(e)	any person applies for, or is granted, a patent by reason of which that person may be or has been, granted rights that conflict
with any New IPR or related Background IPR;



 


		(f)	any other form of attack, charge or claim to which the New IPR or related Background IPR may be subject; and



 


		(g)	if the notifying party proposes to issue proceedings for the revocation of or opposition to any patent or patent application
of any third party for the purpose of more effectively implementing the notifying party's rights of exploitation of any New IPR
or related Background IPR, and



 


the parties shall discuss appropriate steps to take
in the circumstances to properly protect the New IPR or related Background IPR including bringing legal proceedings. Neither these
discussions nor any delay in an agreement between the parties regarding appropriate steps to take shall prevent either party taking
whatever steps it believes appropriate to properly protect the New IPR and related Background IPR in its Territory.


 


		14.8	Further efforts



 


Each party agrees to execute (and, to the extent necessary,
procure that any of its Personnel involved in a Project execute) all documents and assignments and do (and, to the extent necessary,
procure that any of its Personnel involved in a Project do) all things as may be reasonably necessary to perfect the other party's
Wie to Intellectual Property Rights or to register the other party as owner of registrable rights in accordance with this agreement
and the relevant Project Agreement.


 


		15	Exploitation



 


		15.1	Background IPR



 


Each party grants to the other party a non-exclusive
licence to use the first party's Background IPR to the extent necessary to commercialise and exploit New IPR and Products in the
other party's Territory together with a right to sub-license (each sublicence to have no further right to sublicense) subject to
the payment of milestone payments and royalties in accordance with the Project Agreement for those Products.


 


		15.2	New IPR and Products



 


Each party grants to the other party an exclusive
licence to use the first party's New IPR to the extent necessary to commercialise and exploit Products developed using that New
IPR in the other party's Territory together with a right to sub-license (each sublicence to have no further right to sublicense)
subject to the payment of milestone payments and royalties in accordance with the Project Agreement for those Products.


 






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		15.3	Pursue exploitation



 


Each party agrees to use commercially reasonable endeavours
to exploit the New IPR licensed to it by the other party under a Project Agreement and maximise Net Sales of Products developed
using that New IPR m the first party's Territory during the term of the Project Agreement including:


 


		(a)	obtaining all necessary regulatory approvals in countries throughout its Territory for the exploitation of the Products;



 


		(b)	using its best endeavours to sell and market the Products in all countries in the Territory;



 


		(c)	seeking to maximise the royalties and milestone payments paid to the other party;



 


		(d)	not engaging in any exploitation of the New IPR and Products in competition with the purpose contemplated by this agreement
and the Project Agreement;



 


		(e)	not engaging In any exploitation of the New IPR and Products other than in accordance with this agreement and the Project Agreement;
and



 


		(f)	comply with all Regulatory Requirements relating to the importation distribution, testing sale, supply or manufacture of the
Products,



 


		15.4	Regulatory authorities



 


		(a)	The parties shall review and agree any regulatory documents and correspondence related to a Product prior to submission to
a regulatory authority in any country. A party shall provide copies and where appropriate summary translations into English of
all minutes of meetings with regulatory authorities and correspondence in relation to a Product to the other party



 


		(b)	Each party shall provide to the other party any information and assistance reasonably requested by the other party for any
regulatory filing or compliance activities relating to a Product in its Territory.



 


		15.5	Patent markings



 


Each party shall include, and shall ensure that its
sublicensees include, relevant patent or patent application numbers on all packaging and promotional material for any Products
in compliance with the Regulatory Requirements of each country in that party s Territory where the Products are supplied, sold
or distributed


 


		16	Financial obligations



 


		16.1	Milestone payments



 


Each party shall pay to the other party any milestone
payments in accordance with the Project Agreement for that Product.


 


		16.2	Royalties



 


Each party shall pay to the
other party ongoing royalties on Net Sales in its Territory in relation to each Product Sold at the rate set out in the Project
Agreement for that Product.


 








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		16.3	Royalty reports



 


At the same time as payment of the royalties falls
due under clause 16 2 each party shall supply a written report for the relevant Royalty Period to the other party showing:


 


		(a)	identification by quantity and description of Products Sold or transferred by the first party or any sub-licensees of the first
party;



 


		(b)	the total royalties payable for that Royalty Period;



 


		(c)	the deductions used to calculate the Net Sales value and any other information necessary to enable the other party to verify
the calculation of royalties payable for that Royalty Period; and



 


		(d)	details of payments and royalties received from sublicensees including the deductions used to calculate the Net Sales value
and any other information necessary to enable the other party to verify the calculation of royalties payable by a party's sublicensee
to that party for that Royalty Period.



 


		16.4	Invoices



 


If a Project Agreement provides that a party shall
pay the other party any amount, the other party shall deliver to the first party an invoice for payment of amounts payable in accordance
with the Project Agreement Subject to clause 16.7, all amounts payable are stated exclusive of value added tax, or any other taxes
or duties (if any) payable.


 


		16.5	Payment



 


		(a)	Within [***] of the date of the end of each Royalty Period, each party shall pay the other party the royalties payable for
that Royalty Period.



 


		(b)	Within [***] of the due date for any milestone payment as set out in the relevant Project Agreement, each party shall pay the
other party that milestone payments.



 


		(c)	Each party shall pay all other amounts properly due and undisputed in respect of any validly presented invoice within [***]
of the date of receipt by that party of the invoice for those amounts.



 


		(d)	Within [***] of the date of receipt by a party of an invoice from the other party, the first party shall notify the other party
of any genuinely disputed amount and the reasons for the dispute. If no dispute is raised by the first party to the other party
in relation to an invoice, the invoice is deemed to be undisputed.



 


		(e)	A party shall pay all disputed amounts in respect of any invoice within [***] of the dispute being resolved by the parties.



 


		(f)	Subject to clause 16 7, each party shall pay all amounts properly due and undisputed under this agreement or a Project Agreement
in full without any set-off, counterclaim or deduction.



 


		16.6	Currency



 


All payments shall be
made in pounds sterling. Where CanSino calculates the royalties in RMB, CanSino shall convert those royalties into pounds sterling
[***].


 


		16.7	Taxes



 





If the royalties, milestone payments and any other
amounts payable by a party under this agreement or a Project Agreement are subject to withholding tax, charge, deduction or other
like withholding, that party may withhold monies and pay any tax upon its payments to the other party where that income tax is
due and payable by the other party provided that the first party uses all reasonable efforts to obtain any available exemption
from the payment of that income tax and gives the other party a tax certificate or similar official record for any payment of income
tax.


 






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		16.8	Interest



 


Each party shall pay
interest on any overdue payments from the date the payment is due until the day of payment (both dates inclusive) at [***]
per annum calculated on a daily basis from the due date until payment of the overdue amount payable is received by the other party
in cleared funds. The parties agree that this constitutes a substantial remedy in terms of the Late Payments of Commercial Debts
(Interest) Act 1998 (UK). Each party shall pay the interest together with the overdue amount.


 


		16.9	Additional information



 


Where reasonably requested by a party, the other party
shall supply additional information regarding any invoice or royalty report as necessary for the first party to confirm that the
correct amounts have been paid by the other party under this agreement or any Project Agreement.


 


		17	Termination



 


		17.1	Termination



 


This agreement or a Project Agreement may be terminated'


 


		(a)	by mutual agreement of the parties;



 


		(b)	by either party immediately by written notice to the other party if the other party commits a material breach of this agreement
or a Project Agreement and either:



 


		(i)	the breach is not capable of being cured; or



 


		(ii)	the breach is capable of being cured and the other party fails to cure the breach within [***] of being notified m writing
of the breach by the party giving the notice;



 


		(c)	by either party immediately by written notice to the other party if the other party commits persistent breaches of this agreement;



 


		(d)	by either party immediately by written notice to the other party if the other party uses or permits a third party to use the
first party's Background IPR or New IPR outside the scope of licences granted to it under this agreement or a Project Agreement
without the first party's prior written consent, or otherwise infringes the first party's Background IPR or New IPR;



 






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		(e)	by either party immediately by written notice to the other party if the other party:



 


		(i)	fails to pay any amount due under this agreement on the due date for payment and remains in default not less than a further
[***] after being notified in writing that it is in default and to make such payment;






 


		(ii)	suspends, or threatens to suspend, payment of its debts (unless those debts are the subject of a genuine dispute) or is unable
to pay its debts as they fall due or admits inability to pay its debts;



 


		(iii)	takes any step or action for or in connection with its entering administration, provisional liquidation or any composition
or arrangement with its creditors (other than in relation to a solvent amalgamation or restructuring), being wound up (whether
voluntarily or by order of the court, unless for the purpose of a solvent amalgamation or restructuring), having a receiver appointed
to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection
with any analogous procedure in the relevant jurisdiction; or



 


		(iv)	suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; and



 


		(f)	by either party in accordance with clause 27.2 (Force majeure).



 


		17.2	Automatic termination



 


		(a)	A Project Agreement shall terminate automatically if OUI does not consent or withdraws any consents granted under clause 3.2(a) relevant
to that Project Agreement and Vaccitech, acting reasonably, does not contest such withdrawal of consent.



 


		(b)	If:



 


		(i)	any Background IPR necessary for a Project is licensed from OUI to Vaccitech under the OUI Licence of Technology and the OUI
Licence of Technology expires or is terminated earlier; and



 


		(ii)	using all reasonable endeavours, the parties cannot agree upon a modification to the Project (or relevant Product) in order
to continue without using that Background IPR,



 


that Project Agreement shall terminate automatically.


 


		17.3	Consequences of termination



 


		(a)	The expiry or termination of one Project Agreement does not terminate another Project Agreement or this agreement. The early
termination of this agreement terminates all Project Agreements. Despite the expiry of the Term of this agreement, the agreement
is deemed to continue and apply to any outstanding Project Agreement until the expiry or earlier termination of that Project Agreement,
unless otherwise agreed by the parties.



 


		(b)	Subject to clause 17 3(c) and unless otherwise agreed by the parties, on expiry or earlier termination of a Project Agreement,
whether for breach or otherwise, each party shall:



 


		(i)	bring all relevant sub-licences from that party to third parties to an end on the same date;



 


		(ii)	pay all outstanding royalties, milestone payments and other sums due or that have become due to the other party under the Project
Agreement;






 


		(iii)	provide the other party with details of the stocks of Products relevant to that Project Agreement held at the point of termination;



 


		(iv)	cease to use or exploit any jointly-owned New IPR, provided that this restriction does not apply to know-how or Confidential
Information which has entered the public domain through no fault of that party, and that that party may continue to use the jointly-owned
New IPR in order to meet any specific existing binding commitments already made by that party at the date of termination and requiring
delivery of Products within the next [***]; and



 











		(v)	subject to clause 17.3(b)(iv), destroy all other Products relevant to that Project Agreement and confirm m writing the destruction
thereof if those Products use any jointly-owned New IPR, or any Intellectual Property Rights owned or licensed from the other party.



 






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		(c)	Except in the event of termination of a Project Agreement by CanSino for breach by Vaccitech, upon expiry or earlier termination
of a Project Agreement, CanSino grants Vaccitech a non-exclusive, royalty-free, worldwide, perpetual, irrevocable licence to use
any CanSino Background IPR, CanSino New IPR or jointly-owned New IPR used to develop, incorporated in, or referenced in any Product
which is the subject of that Project Agreement to the extent necessary for Vaccitech to undertake research, development, manufacture,
Sell or otherwise commercialise any Product which is the subject of that Project Agreement together with a right to sub-license
to third parties for those purposes.



 


		(d)	Expiry or termination of this agreement or a Project Agreement, whether for breach or otherwise shall not relieve a party of
its obligation to accrue and pay royalties to the other party under the provisions of clause 16 (Financial obligations) for the
duration of any notice period and in respect of any dealings in Products permitted by clause 17.3(b).



 


		(e)	Despite clauses 17.1 and 17.2, any rights of the parties accrued prior to expiry or termination of this agreement, or prior
to expiry or termination of a Project Agreement, and clauses 5.3 (Risk to Product development), 6.1(e) (Materials), 12 2 and
12.3 (Records and inspection), 14 (Intellectual Property Rights), 16 (Financial obligations), 17.3 (Consequences of termination),
18 (Confidentiality), 18.9 (Data Protection), 20 (Publication), 21 (Representations and warranties), 22 (Liability), 25 (Disputes),
26 (Notices and other communications) and 28 (General) survive expiry or termination of this agreement for any reason.



 


		18	Confidentiality



 


		18.1	Treatment of Confidential Information



 


Each party acknowledges that the Confidential Information
of the other party is valuable to the other party. Each party undertakes to keep the Confidential Information of the other party
secret and to protect and preserve the confidential nature and secrecy of that Confidential Information.


 


		18.2	Use of Confidential Information



 


A party receiving Confidential
Information (Recipient) may only use the Confidential Information of the party disclosing Confidential Information (Discloser)
for the purposes of performing the Recipient's obligations or exercising the Recipient's rights under this agreement.


 


		18.3	Disclosure of Confidential Information



 


A Recipient may not disclose Confidential Information
of the Discloser to any person except:


 


		(a)	Personnel of the Recipient who require it for the purposes of this agreement;



 


		(b)	with the prior written consent of the Discloser;



 


		(c)	if the Recipient is required to do so by law or a stock exchange; or



 


		(d)	if the Recipient is required to do so in connection with legal proceedings relating to this agreement.



 






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		18.4	Disclosure by Recipient



 


A Recipient disclosing Confidential Information under
clauses 13.3(a), 18.3(b) or 18.3(d) shall use all reasonable endeavours to ensure that persons receiving the Confidential
Information from it do not disclose the information except in accordance with this agreement and the Recipient will be responsible
for any act or omission of that person in relation to the Confidential Information as if it was the Recipient's own act or omission.


 


		18.5	Protecting Confidential Information



 


		(a)	The Recipient shall take reasonable steps to protect the Confidential Information of the Discloser and keep it secure from
any unauthorised use or disclosure.



 


		(b)	The Recipient shall promptly notify the Discloser on becoming aware of any use or disclosure of its Confidential Information
in breach of this agreement, and shall cooperate with the Discloser to Investigate that breach and mitigate any adverse impact
on the Discloser.



 


		18.6	Return or destruction of Confidential Information



 


Subject to clause 18.7, on the Discloser's request,
the Recipient shall immediately destroy or deliver to the Discloser all documents or other materials containing or referring to
the Discloser's Confidential Information which are:


 


		(a)	in the Recipient's possession, power or control; or



 


		(b)	in the possession, power or control of persons who have received Confidential Information from the Recipient under clauses
18 3(a) or 18.3(b).



 


		18.7	Exceptions



 


The obligation in clause 18 6 does not apply to Confidential
Information of the Discloser that the Recipient requires in order to perform its obligations under this agreement or is otherwise
entitled to retain to comply with Regulatory Requirements, including the rules of the relevant stock exchange.


 


		18.8	Publicity



 


		(a)	Neither party may make any statement, press release or other announcement relating to this agreement
a Project Agreement, a Product, or the other party (Publicity) without the other party's prior written consent as
to form, timing and content.



 


		(b)	If any Regulatory Requirements including the rules of the relevant stock exchange require a party to release any Publicity:



 


		(i)	that party shall submit to the other party a copy of the proposed Publicity as early as possible prior to its required release;
and



 


		(ii)	the other party shall use all reasonable efforts to notify the first party of its consent to the proposed Publicity or any
objections by the date required by the first party.



 






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		18.9	OUI



 


		(a)	Neither party may use the name of OUI, the University, or any inventor of the Intellectual Property Rights licensed to Vaccitech
under the OUI Licence of Technology, in any Publicity without the prior written consent of OUI. Each party acknowledges that OUI
may enforce its rights under this clause 18.9(a) despite not being a party to this agreement.



 


		(b)	If Vaccitech's Confidential Information contains any confidential information of OUI, the parties acknowledge that OUI may
enforce this clause 18 despite not being a party to this agreement.



 


		(c)	For the purposes of this clause 18.9, the "University" means the Chancellor,
Masters and Scholars of the University of Oxford whose administrative offices are at the University Offices, Wellington Square,
Oxford 0X1 2JD, England.



 


		19	Data protection



 


		19.1	Definitions



 


For the purposes of this clause 19, unless the contrary
intention appears, the following words and phrases have the following meanings:


 


Data Protection Legislation
means the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating
to privacy, any data protection legislation from time to time in force in the United Kingdom and China, and any other data protection
or privacy legislation applicable in the relevant jurisdiction.


 


Data controller,
data subject, personal data, processing, and appropriate technical and organisational measures have
the meanings as set out in the Data Protection Legislation in force at the time.


 


Permitted Recipients
means the parties, the Personnel of each party, sublicensees of a party, and any third parties engaged to perform obligations in
connection with this agreement including regulatory authorities.


 


Shared Personal Data
means any personal data to be shared between the parties under this agreement or a Project Agreement.


 


		19.2	Shared Personal Data



 





This clause 19 sets out the framework for the sharing
of personal data between the parties as data controllers. Each party acknowledges that one party (Data Discloser) will regularly
disclose to the other party (Data Recipient) Shared Personal Data collected by the Data Discloser for the purposes of this
agreement and any Project Agreement.


 


		19.3	Compliance with Data Protection Legislation



 


		(a)	Each party shall comply with all applicable requirements of the Data Protection Legislation in relation to the Shared Personal
Data and any activities undertaken in relation to this agreement and any Project Agreement.



 


		(b)	Any material breach of the Data Protection Legislation by one party in relation to the Shared Personal Data, or any activities
undertaken by that party in relation to this agreement or any Project Agreement, shall be considered to be a material breach of
this agreement and give grounds to the other party to terminate this agreement under clause 17.1(b) (Termination).



 






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		19.4	Obligations



 


In relation to the Shared Personal Data and any activities
undertaken in relation to this agreement and any Project Agreement, each party shall:


 


		(a)	ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the
Permitted Recipients for the purposes of this agreement and any Project Agreement;



 


		(b)	give full information to any data subject whose personal data may be processed under this agreement of the nature such processing.
This includes giving notice that, on the termination of the relevant Project Agreement, personal data relating to them may be retained
by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;



 


		(c)	process the Shared Personal Data only for the purposes of this agreement and any Project Agreement;



 


		(d)	not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;



 


		(e)	ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including
obligations of confidentiality) which are no less onerous than those imposed by this agreement;



 


		(f)	ensure that it has m place appropriate technical and organisational measures to protect against unauthorised or unlawful processing
of personal data and against accidental loss or destruction of, or damage to, personal data; and



 


		(g)	unless absolutely necessary or required to comply with Regulatory Requirements, only disclose or share data relating to individuals
in a de- identified or anonymised format.



 


		19.5	Mutual assistance



 


Each party shall assist the other in complying with
all requirements of the Data Protection Legislation applicable to the other party's obligations under this agreement or any Project
Agreement. In particular, each party shall:


 


		(a)	consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;



 


		(b)	promptly notify the other party about the receipt of any data subject access request;



 


		(c)	provide the other party with reasonable assistance in complying with any data subject access request;



 


		(d)	not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the
other party wherever possible,



 


		(e)	provide reasonable assistance the other party, at the cost of the other party, in responding to any request from a data subject
and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications,
impact assessments and consultations with supervisory authorities or regulators;



 


		(f)	notify the other party without undue delay on becoming aware of any breach by it of the Data Protection Legislation;



 


		(g)	at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser
on expiry or earlier termination of the relevant Project Agreement unless required to retain the personal data by any Regulatory
Requirements;



 






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		(h)	use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting
from personal data transfers;



 


		(i)	maintain complete and accurate records and information to demonstrate its compliance with this clause 19; and



 


		(j)	provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues
arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in
the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.



 


		20	Publication



 


		(a)	Subject to clause 20(d), each party shall submit to the other party a copy of any proposed manuscript,
abstract, paper, journal article, oral presentation or poster presentation relating to New IP, a Project or a Product (Publication)
at least 30 days prior to its proposed publication or submission to any organisation for publication.



 


		(b)	Subject to clause 20(d), within 30 days of receipt of a proposed Publication, the other party shall notify the first party
if the other party objects to the Publication on the basis that it contains any of the other party's Confidential Information or
if the other party wishes to defer publication for up to 120 days to enable it to seek patent protection for any New IP owned by
it.



 


		(c)	A party may proceed with the Publication if no objections are received from the other party within the 30 day period, or if
the Publication is amended to remove any reference to the other party's Confidential Information or New IP.



 


		(d)	If any Regulatory Requirements including the rules of the relevant stock exchange require a party to publish a Publication
or submit a Publication to an organisation for publication:



 


		(i)	that party shall submit to the other party a copy of the proposed Publication as early as possible prior to its required publication
or submission; and



 


		(ii)	the other party shall use all reasonable efforts to notify the first party of its consent to the Publication or any objections
under clause 20(b) by the date required by the first party.



 


		(e)	If a proposed Publication submitted by CanSino to Vaccitech for review includes any confidential information of OUI, CanSino
acknowledges that Vaccitech is required to submit the proposed Publication to OUI for review and approval for release under the
terms of the OUI Licence of Technology Each party acknowledges that OUI may enforce its rights under this clause 18 despite not
being a party to this agreement.



 


		21	Representations and warranties



 


		21.1	Representations and warranties



 


Each party represents and warrants to the other party
that:


 


		(a)	it has been incorporated or formed in accordance with the laws of its place of incorporation or formation, is validly existing
under those laws and has power and authority to own its assets and carry on its business as it is now being conducted;



 


		(b)	it has power to enter into this agreement and each Project Agreement, to comply with its obligations under them and exercise
its rights under them;



 






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		(c)	subject to clause 3.2 (Conditions precedent), it is the owner or has the right to license its Background IPR in accordance
with this agreement and each Project Agreement;



 


		(d)	the entry by it into, its compliance with its obligations and the exercise of its rights under, this agreement and each Project
Agreement do not and (to the best of its knowledge) will not infringe the rights of any third party (including Intellectual Property
Rights) or conflict with any other obligation which it may have during the term of this agreement or any Project Agreement; and



 


		(e)	use of its Background IPR in a Project will not, so far as it is aware, infringe the rights of any third party It will
use all reasonable endeavours (including, by conducting searches of all relevant public registers) to ensure that its use of the
New IP shall not infringe the rights of any third party. No third party has threatened or, so far as it is aware, is currently
threatening proceedings in respect of such infringement, and none of its Background IPR is the subject of any actual or, so far
as it is aware, threatened challenge, opposition or revocation proceedings



 


The representations and warranties given under this
clause 21.1 are continuing obligations for the duration of the Term and the term of each Project Agreement.


 


		21.2	Exclusions



 


To the extent permitted by law,
each party excludes all implied terms, representations and warranties whether statutory or otherwise relating to the subject matter
of this agreement or any Project Agreement other than as expressly set out in this agreement or any Project Agreement.


 


		22	Liability



 


		22.1	Indirect and consequential damages



 


Subject to clause 22.3, a party shall not be liable
to the other party m connection with this agreement or a Project Agreement for any indirect, incidental, special, punitive, or
consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, whether
in contract, tort, negligence, breach of statutory duty or otherwise whatsoever or howsoever arising out of or in connection with
this agreement a Project Agreement or a Product.


 


		22.2	Limitation of liability



 


Subject to clause 22.3,
the maximum aggregate liability (whether actual, contingent or prospective), including for any damage, loss, cost and expense (including
legal costs and expenses of whatsoever nature or description) irrespective of when the acts, events or things giving rise to the
liability occurred of a party {and any of its related bodies corporate) under or in relation to this agreement, a Project Agreement
or a Product whether in contract, tort (including negligence), under law or otherwise will be limited to the amount of [***].


 


		22.3	Exclusions from limitation of liability



 


Nothing in this agreement or a Project Agreement limits
or excludes the liability of a party (and its related bodies corporate) for;


 


		(a)	liability for fraud or criminal conduct;



 


		(b)	liability which cannot be excluded or limited by law; or



 






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		(c)	liability for:



 


		(i)	personal injury or death (including illness) of any person;



 


		(ii)	product liability;



 


		(iii)	infringement of any third party's Intellectual Property Rights, and



 


		(iv)	breach of its obligations under clauses 14 (Intellectual Property Rights), 18 (Confidentiality), 19 (Data protection) or 24
(Anti-bribery),



 


in each case caused by or arising out of or in any
way in connection with any act or omission (including negligence) of a party, its Personnel or its related bodies corporate.


 


		22.4	Insurance



 


Each party shall maintain,
at its own expense, appropriate insurance cover with reputable insurers including professional indemnity, clinical trials, workers
compensation, errors and omissions, fidelity and public liability insurance for the Term and the term of any Project Agreement
(whichever is the later) and for at least [***] following in respect of its potential liability under this agreement and
any Project Agreement however arising.


 


		22.5	Severability



 


The parties expressly agree that should any limitation
or provision contained in this clause 22 be held invalid under any applicable law, it will to that extent be deemed omitted or
amended.


 


		23	Indemnity



 


		23.1	Indemnity



 


Subject to clause 23.2, each party indemnifies the
other against any and all losses, liabilities, claims, actions, damages, proceedings, demands, costs, charges and expenses (Losses)
incurred by the other party resulting from or in connection with, directly or indirectly


 


		(a)	infringement by the first party of any third party's Intellectual Property Rights; and



 


		(b)	breach by the first party of its representations and warranties under clause 21 1 (Representations and warranties), and obligations
including without limitation under clauses 14 (Intellectual Property Rights), 18 (Confidentiality), 19 (Data protection) or 24
(Anti-bribery), except to the extent that the Losses arose from any act, default or omission by the first party, including without
limitation, any act, default or omission which is in breach of this agreement or a Project Agreement



 


		23.2	Terms of indemnification



 


		(a)	If any claim is mace by a third party against a party indemnified under clause 23 1 (Indemnitee),
the Indemnitee shall be defended by the party that is obliged to indemnify the Indemnitee under clause 23.1 (Indemnifying Party)
at the Indemnifying Party's sole expense by counsel selected by Indemnifying Party and reasonably acceptable to the Indemnitee
provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party
shall have the sole right to control the defence of any such claim or action, subject to the terms of this clause 23.



 


		(b)	The Indemnifying Party may settle any claim, demand, action or other proceeding or otherwise consent to an adverse judgment:



 


		(i)	with prior written notice to the Indemnitee but without the consent of the Indemnitee if the only Liability to the Indemnitee
is the payment of money and the Indemnifying Party makes such payment; or



 


		(ii)	in all other cases, only with the prior written consent of the Indemnitee, such consent not to be unreasonably withheld delayed
or conditioned.



 






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		(c)	The Indemnitee shall notify the Indemnifying Party promptly of any claim, demand, action or other proceeding for which it seeks
indemnification hereunder. Indemnitee shall not settle or otherwise consent to an adverse judgment in any such claim, demand action
or other proceeding or make any admission as to liability or fault without the express written permission of the Indemnifying Party,
unless Indemnitee first releases the Indemnifying Party from its obligations under this clause 23.



 


		24	Anti-bribery



 


		(a)	In relation to any activities undertaken m relation to this agreement, any Project Agreement or any Product each party shall:



 


		(i)	comply with all Regulatory Requirements which apply to it or its activities and which relate to anti-bribery or anti-corruption
(or both), including the Bribery Act 2010 (UK) and the anti-bribery laws and regulations applicable in China;



 


		(ii)	not do anything which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (UK) if It had been carried
out in the United Kingdom;



 


		(iii)	have policies and procedures (including adequate procedures as determined in accordance with section 7(2) of the Bribery
Act 2010 (UK) and any guidance issued under section 9 of the Bribery Act 2010 (UK)) to ensure compliance with paragraphs (i) and
(ii) above;



 


		(iv)	follow and enforce the policies and procedures referred to in paragraph (iii) above;



 


		(v)	promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by
it.



 


		(vi)	provide evidence of compliance with this clause 24 as the other party may reasonably request from time to time and



 


		(vii)	keep accurate and up to date records and becks of account showing all payments made by it in connection with this agreement,
any Project Agreement, and any Product which records and books of account shall be sufficient to allow the other party to verify
compliance with this clause 24.



 


		(b)	Each party shall ensure that its Personnel and any other person associated with it (as determined in accordance with section
8 of the Bribery Act 2010 (UK)) who is involved in a Project is involved in the Project only on the basis of a written contract
which imposes on that person terms equivalent to those imposed on that party in this clause 24 and that party shall be liable to
the other party for any breach of those terms by the first party's Personnel or any other person associated with it.



 


		25	Disputes



 


		25.1	Compliance with this clause



 


The parties agree not to commence any legal proceedings
in respect of any dispute arising under this agreement which cannot be resolved by informal discussion, until the procedure provided
by this clause 25 has been used.


 






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		25.2	Dispute resolution process



 


The parties agree that any dispute arising under this
agreement is dealt with as follows:


 


		(a)	the party claiming that there is a dispute will send the other party a written notice stating that:



 


		(i)	it is a notice under this clause 25.2(a); and



 


		(ii)	specifying in reasonable detail



 


		(A)	the nature of the dispute; and



 


		(B)	the matters on which the parties are unable to agree at the date of the notice of the dispute;



 


		(b)	the parties shall try to resolve the dispute through direct negotiation and shall use all reasonable endeavours acting in good
faith to resolve the dispute by joint discussions in accordance with the following escalation procedure:



 


		(i)	if the dispute is not resolved within [***] from the date of the notice in clause 25.2(a) (Notice
Date) by persons whom they have given authority to resolve the dispute, the dispute shall be referred by either party for further
resolution to the Joint Steering Committee which shall meet to resolve and settle the dispute;



 


		(ii)	if the dispute is not resolved within [***] from the Notice Date by the Joint Steering Committee, the dispute shall be referred
by the Joint Steering Committee to the senior executives of each party who shall meet to resolve and settle the dispute; and



 


		(iii)	if the dispute is not resolved within [***] from the Notice Date or the senior executives of each party fail to meet to resolve
and settle the dispute within [***] of the Notice Date the dispute shall be submitted to arbitration under clause 25.3; and



 


		(c)	the representatives of each party may participate in meetings to resolve a dispute, adjourn and otherwise regulate those meetings
as they think fit and the parties may agree to conduct meetings in any format (in person, by telephone, by videoconference or otherwise)
regardless of where a representative is located or how they communicate with each other.



 


		25.3	Arbitration



 


Any dispute arising out of or in connection with this
agreement or a Project Agreement, including any question regarding its existence, validity or termination, shall be referred to
and finally resolved by arbitration under the London Court of International Arbitration's (LCIA) Arbitration's Rules, which Rules are
deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration
shall be London The language to be used in the arbitral proceedings shall be English.


 


		26	Notices and other communications



 


		26.1	Form



 


Notices and other communications in connection with
this document will be in writing. They will be sent to the address or email address referred to in the Details or elsewhere in
this agreement and (except in the case of email) marked for the attention of the person referred to in the Details or elsewhere
in this agreement. If the intended recipient has notified changed contact details, then communications will be sent to the changed
contact details.


 






    	© King & Wood Mallesons	Master Collaboration Agreement
 4 September 2018	 32

 


     


    

 


		26.2	When effective



 


Communications take effect from the time they are
received or taken to be received under clause 26.3 (whichever happens first) unless a later time is specified in the communication.


 


		26.3	When taken to be received



 


Communications are taken to be received:


 


		(a)	if sent by post, [***] after posting (or [***] after posting if sent from one country to another);



 


		(b)	if sent by fax, at the time shown in the transmission report as the time that the whole fax was sent; or



 


		(c)	If sent by email, when the sender receives an automated message confirming delivery, or [***] after the time sent (as recorded
on the device from which the sender sent the email) unless the sender receives an automated message that delivery failed, whichever
happens first.



 


		26.4	Receipt outside business hours



 


Despite anything else m this clause 26, if communications
are received or taken to be received under clause 26.3 after 5.00pm on a Business Day or on a non-Business Day, they are taken
to be received at 9.00am on the next Business Day.


 


		27	Force majeure



 


		27.1	Force majeure event



 


Despite any other provision of this agreement, if
a party is unable to perform or is delayed in performing an obligation under this agreement or a Project Agreement which is caused
by or which arises or results from any cause outside the reasonable control of the affected party ("Force Majeure Event"):


 


		(a)	the affected party shall provide written notice as soon as practicable to the other party of the Force Majeure Event with details
regarding the effects of the Force Majeure Event on the affected party and anticipated duration of the delay in the performance
of the obligation;



 


		(b)	as soon as practicable following notification, the parties shall consult with each other in good faith and use all reasonable
efforts to agree appropriate terms to mitigate the effects of the Force Majeure Event and facilitate continued performance of the
agreement;



 


		(c)	that obligation is suspended but only so far and for so long as the affected party is affected by the Force Majeure Event;
and



 


		(d)	the affected party will not be responsible for any loss or expense suffered or incurred by any other party as a result of,
and to the extent that, the affected party is unable to perform or is delayed m performing its obligations because of the Force
Majeure Event provided that the affected party shall have taken appropriate actions (if possible) to mitigate the effects of the
Force Majeure Event.



 


		27.2	Termination



 


If a Force Majeure Event
occurs and its effect continues for a period of [***], this agreement may be terminated at any time provided that the Force
Majeure Event continues to apply or have effect, by a party giving written notice to the other party. The termination notice will
take effect from the date specified in the termination notice (which date may not be earlier than the date on which the notice
is given).


 






    	© King & Wood Mallesons	Master Collaboration Agreement
 4 September 2018	 33

 


     


    

 


		28	General



 


		28.1	Entire agreement



 


This agreement and each Project Agreement constitutes
the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations
on that subject matter.


 


		28.2	Costs



 


Each party agrees to pay its own costs in connection
with the preparation, negotiation, execution and completion of this agreement, any Project Agreement, and any other documents referred
to in any of those documents.


 


		28.3	Variation and waiver



 


A provision of this agreement and any Project Agreement,
or right, power or remedy created under them may not be varied or waived except in writing signed by the party to be bound.


 


		28.4	Severability



 


If the whole or any part of a provision of this agreement
or any Project Agreement is void, unenforceable or illegal in a jurisdiction rt is severed for that jurisdiction. The remainder
of the document has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not
affected. This clause has no effect if the severance alters the basic nature of the document or is contrary to public policy.


 


		28.5	Further steps



 


Each party agrees to do anything (such as obtaining
consents, signing and producing documents, producing receipts and getting documents completed and signed), which the other party
asks and considers necessary to


 


		(a)	bind the first party and any other person intended to be bound under this agreement or any Project Agreement; and



 


		(b)	show whether the first party is complying with this agreement or any Project Agreement.



 


		28.6	Assignment



 


		(a)	Subject to clause 28.6(b), a party may not assign or otherwise deal with any of Its rights or obligations under this agreement
or a Project Agreement without the other party's prior written consent which consent shall not be unreasonably withheld or delayed



 


		(b)	A party may assign its rights or obligations under this agreement or a Project Agreement to an Affiliate of that party upon
written notice to the other party. The assigning party shall pay for and prepare all required documentation and pay all reasonable
costs incurred by the other party in relation to the assignment



 


		28.7	Discretion in exercising rights



 


A party may exercise a right or remedy or give or
refuse its consent in any way it considers appropriate (including by imposing conditions), unless this agreement or a Project Agreement
expressly states otherwise


 






    	© King & Wood Mallesons	Master Collaboration Agreement
 4 September 2018	 34

 


     


    

 


		28.8	Partial exercise of rights



 


If a party does not exercise a right or remedy fully
or at a given time, the party may still exercise it later.


 


		28.9	Approvals and consents



 


By giving its approval or consent, a party does not
make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.


 


		28.10	Remedies cumulative



 


The rights and remedies provided in this agreement
are in addition to other rights and remedies given by law independently of this agreement.


 


		28.11	Third party rights



 


Except as expressly specified otherwise, no one other
than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of the terms of this
agreement or a Project Agreement.


 


		28.12	Counterparts



 


This agreement and each Project Agreement may consist
of a number of copies, each signed by one or more parties to it. If so, the signed copies are treated as making up a single document
and the date on which the last counterpart is executed is the date of the document.


 


		28.13	Governing law and jurisdiction



 


This agreement and each Project Agreement shall be
governed by and construed in accordance with the law of England and Wales. The parties submit to the exclusive jurisdiction of
the courts in England.


 


EXECUTED
as an agreement


 






    	© King & Wood Mallesons	Master Collaboration Agreement
 4 September 2018	 35

 


     


    

 


Master
Collaboration Agreement


 


Schedule 1     Project
Agreement


 






    	© King & Wood Mallesons	Master Collaboration Agreement
 4 September 2018	 36

 


     


    

 


 


 


Project
Agreement


 


Dated
_____________


 


Vaccitech
Limited ('Vaccitech")

CanSino Biologics Inc. ("CanSino")


 


King &
Wood Mallesons

Octagon Point, 4th Floor

St. Martins Court

5 Cheapside

London EC2V 6AA

UK

T +44 20 3823 2405

www.kwm.com


 






     


     


    

 


Project
Agreement


 


Contents


 


	Details	 	1
	General terms	 	2
	1	Definitions	2
	2	Structure	2
	3	Term	2
	4	Project performance	2
	4.1	Project phases, responsibilities and timing	2
	4.2	Additional obligations	2
	5	Project Managers	3
	6	Project meetings	3
	7	Personnel	3
	8	Intellectual Property Rights	3
	8.1	Background IPR	3
	8.2	Anticipated New IPR	3
	9	Product development and manufacture	3
	10	Exploitation	4
	11	Financial obligations	4
	12	Termination	4
	12.1	Termination for delay	4
	12.2	Consequences of termination	4
	13	Additional terms and conditions	4
	14	General	4
	14.1	Variation and waiver	4
	14.2	Assignment	4
	14.3	Counterparts	4
	14.4	Governing law and jurisdiction	4
	Schedule 1	Project details	5
	Schedule 2	Financial obligations	7
	Signing page	 	8



 






    	© King & Wood Mallesons	Project Agreement
 4 September 2018	i
	 	 	 



     


    

 


Project
Agreement


 


Details


 


	Parties
	Vaccitech	Name	Vaccitech Limited
	 	Company number	09973585
	 	Formed in	England
	 	Address	Magdalen Centre Robert Robinson Avenue,

The Oxford Science Park Oxford 0X4 4GA

England
	 	Telephone	[***]
	 	Email	[***]
	 	Attention	[***]
	CanSino	Name	CanSino Biologics Inc.
	 	Company number	91120116681888972M
	 	Formed in	China
	 	Address	185 South Avenue, TEDA West District, Tianjin

300457 China
	 	Telephone	[***]
	 	Email	[***]
	 	Attention	[***]
	Start Date	[insert date]
	Project	(insert Project title and scope]






	Recitals	A	The parties entered into a Master Collaboration Agreement [date] (Master
Collaboration Agreement or MCA) under which the parties agreed to undertake projects to collaborate on the research, development,
manufacture and sale of certain products.
	 	B	The parties have identified the Project as an opportunity they wish to
develop together
	 	C	Under clause 3 1 (Projects) of the Master Collaboration Agreement, this
Project Agreement sets out the further details of obligations of the parties in relation to the Project.


 






    	© King & Wood Mallesons	Project Agreement
 4 September 2018	1
	 	 	 



     


    

 






 


Project Agreement


 


General terms


 


		1	Definitions



 


		(a)	All
                                         defined terms in the Master Collaboration Agreement have the same meaning in this Project
                                         Agreement unless stated otherwise or set out in the Details for this Project Agreement.



 


		(b)	Any
                                         additional terms or expressions starting with a capital letter used m this Project Agreement
                                         have the meaning given to them set out m this Project Agreement.



 


		2	Structure



 


		(a)	This
                                         Project Agreement incorporates the terms of the Master Collaboration Agreement by reference.



 


		(b)	In
                                         the event of a conflict between the terms of this Project Agreement and the Master Collaboration
                                         Agreement, the terms of this Project Agreement prevail unless specified otherwise.



 


		(c)	In
                                         the event of a conflict between the terms of this Project Agreement and any Schedule
                                         to this Project Agreement, the terms of this Project Agreement prevail unless specified
                                         otherwise in the Schedule.



 


		3	Term



 


This Project Agreement
shall commence on the Start Date of this Project Agreement and shall expire upon the later of the following dates:


 


		(a)	the
                                         expiry or earlier invalidation of all registered patents of New IP developed under this
                                         Project Agreement; or



 


		(b)	[***]
                                         from the first commercial sale of any Products developed under this Project Agreement,



 


(Term) unless
terminated earlier in accordance with the Master Collaboration Agreement. If no registered patents of New IP or Products are developed
under this Project Agreement, this Project Agreement shall expire on [insert date/period).


 


		4	Project
                                         performance



 


		4.1	Project
                                         phases, responsibilities and timing



 


The details of the
Project phases including responsibilities of the parties and timing are set out in the matrix table in clause 2.1 of Schedule
1 (Project phases responsibilities and timing matrix).


 


		4.2	Additional
                                         obligations



 





The details of any
additional obligations of each party in the performance of the Project are set out in clause 2.2 of Schedule 1 (Additional obligations)
including:


 


		(a)	any
                                         additional tasks to be performed by each party;



 


		(b)	any
                                         additional responsibilities of each party;



  






    	© King & Wood Mallesons	Project Agreement
 4 September 2018	2
	 	 	 



     


    

 


		(c)	facilities
                                         to be provided by each party;



 


		(d)	equipment
                                         to be provided by each party;



 


		(e)	location
                                         of performance of a party's obligations if other than where that party is located;



 


		(f)	any
                                         additional costs; and



 


		(g)	any
                                         other details specific to the Project.



 


		5	Project
                                         Managers



 


The Project Manager
for each party is set out in clause 3 of Schedule 1 (Project Managers)


 


		6	Project
                                         meetings



 


The Project Committee
shall meet [insert period]. The Project team shall meet every [insert period]. The Project Managers shall alternate responsibility
for circulating and preparing an agenda in advance


 


		7	Personnel



 


The key Personnel for
each party are set out in clause 4 of Schedule 1 (Personnel).


 


		8	Intellectual
                                         Property Rights



 


		8.1	Background
                                         IPR



 


The parties shall contribute
the key Background IPR specified in clause 5.1 of Schedule 1 (Background IPR)


 


		8.2	Anticipated
                                         New IPR



 


The parties anticipate
that the performance of the Project will provide the Project results and New IPR specified in clause 5.2 of Schedule 1 (Anticipated
New IPR).


 


		9	Product
                                         development and manufacture



 


		(a)	Subject
                                         to clause 9(b), the parties shall use all reasonable endeavours to enter into a separate
                                         written supply agreement (Supply Agreement) under which CanSino shall manufacture
                                         and supply all Products necessary for this Project and the exploitation of the Products
                                         by the parties in accordance with the Master Collaboration Agreement and this Project
                                         Agreement. If the parties cannot agree upon this Supply Agreement, they must comply with
                                         the dispute resolution process set out in clause 25 (Disputes) of the Master Collaboration
                                         Agreement.



 





		(b)	For
                                         all Products manufactured by CanSino under a Supply Agreement for Vaccitech to Sell in
                                         the Vaccitech Territory, Vaccitech shall pay charges to CanSino calculated at the equivalent
                                         of the costs incurred by CanSino to manufacture those Products increased by [insert
                                         %].



 


		(c)	The
                                         parties shall discuss and agree a clinical development plan for any Product before any
                                         clinical trial application for that Product.



 






    	© King & Wood Mallesons	Project Agreement
 4 September 2018	3
	 	 	 



     


    

 


		10	Exploitation



 


After completion of
phase 1 clinical trials of a Product, the parties shall discuss:


 


		(a)	if
                                         either party is considering further development towards exploiting or commercialising
                                         the Product; and



 


		(b)	all
                                         associated development and business plans for that exploitation or commercialization.



 


		11	Financial
                                         obligations



 


The parties shall pay
all milestone payments, royalties and other payments as set out m Schedule 2 (Financial obligations).


 


		12	Termination



 


		12.1	Termination
                                         for delay



 


A party may terminate
this Project Agreement by written notice to the other party if the other party unreasonably delays the performance of its obligations
under this Project Agreement unless the parties have agreed otherwise in relation to the timing of the performance of those obligations.
A party's unreasonably delay in the performance of its obligations under this Project Agreement is deemed to be a breach of this
Project Agreement.


 


		12.2	Consequences
                                         of termination



 


Clauses 12 2 (Consequences
of termination) and ___ (General) survive expiry or termination of this agreement for any reason.


 


		13	Additional
                                         terms and conditions



 


The parties shall perform
additional tasks and provide additional items for the performance of the Project as follows:


 


		(a)	(insert);
                                         and



 


		(b)	[insert]



 


		14	General



 


		14.1	Variation
                                         and waiver



 


A provision of this
Project Agreement, or right, power or remedy created under this Project Agreement, may not be varied or waived except in writing
signed by the party to be bound.


 





		14.2	Assignment



 


A party may not assign
or otherwise deal with any of its rights or obligations under this Project Agreement without the other party's prior written consent.


 


		14.3	Counterparts



 


This Project Agreement
may consist of a number of copies, each signed by one or more parties to it. If so, the signed copies are treated as making up
a single document and the date on which the last counterpart is executed is the date of the document.


 


		14.4	Governing
                                         law and jurisdiction



 


This Project Agreement
shall be governed by and construed in accordance with the law of England Wales. The parties submit to the exclusive jurisdiction
of the courts in England


 


EXECUTED as an agreement


 






    	© King & Wood Mallesons	Project Agreement
 4 September 2018	4
	 	 	 



     


    

 


Project Agreement


 


Schedule
1              Project details


 


		1	Project summary



 


	Scope
    of Project:	[insert]
	Target
    Product profile:	[insert]
	Anticipated
    Project Outputs:	[insert]
	Project
    Objectives:	[insert]


 


		2	Project performance



 


		2.1	Project phases, responsibilities
and timing matrix



 


	Project
    Phase	Funded
    and undertaken by:	Target
    Completion Date
	 	CanSino	Vaccitech	 
	 	 	 	 
	 	 	 	 


 


		2.2	Additional obligations



 


[None] / (insert obligations]


 


[Note:
insert any additional obligations of each party to undertake tasks, supply equipment or other goods, provide facilities, pay particular
costs, and any other specific obligations of a party not set out in the MCA or elsewhere in this Project Agreement. Each obligation
must be specified in detail (eg amounts, timings, description of MVS, materials, services, goods and equipment).]


 


		3	Project Managers



 


	Project
    Manager (Vaccitech):	[insert]
	Project
    Manager (CanSino):	[insert]


 


		4	Personnel



 


	Key
    Personnel (Vaccitech):	[insert]

                                             

        Key subcontractors: [insert]

	Key
    Personnel (CanSino):	[insert)

                                 

        Key subcontractors: [insert]



 






    	© King & Wood Mallesons	Project Agreement
 4 September 2018	5
	 	 	 



     


    

 


		5	Intellectual Property
Rights






 


		5.1	Background IPR



 


	Key
    Background IPR (Vaccitech):	[insert]
	Key
    Background IPR (CanSino):	[insert]


 


		5.2	Anticipated New IPR



 


	Anticipated
    New IPR:	[insert
    any additional anticipated key Project results and New IPR]


 






    	© King & Wood Mallesons	Project Agreement
 4 September 2018	6
	 	 	 



     


    

 


Project Agreement


 


Schedule
2              Financial obligations


 


	Upfront
    payment:	[insert
    amount] payable Dy CanSino upon execution of this Project Agreement
	Annual
    payments:	[insert
    amounts]
	Milestone
    payments (payable by CanSino to Vaccitech):	Milestone	Payment
    Amount
	[insert]	[insert]
	[insert]	[insert]
	[insert]	[insert]
	[insert]	[insert]
	Royalties:	Royalty
    rate payable by Vaccitech:	[insert
    %]
	Royalty
    rate payable by CanSino:	[insert
    %]
	Royalties
    Anti-Stacking Provisions:	[None]
    / [If a party requires a licence {or freedom to operate (FTO)) from a third party in order for that party (or its sublicensees)
    to Sell Products in part of that party's Territory, the royalties payable by that party for Sales of those Products in that
    part of its Territory shall be calculated using the royalty rate set out in this Project Agreement reduced by [insert
    %].]
	Sublicence
    and Transaction Income Sharing:	[None]
                                         / [If CanSino sublicenses or sells any of its rights under this Project Agreement to
                                         a third party (not including CanSino's affiliate companies), CanSino shall pay [insert
                                         %] of the total transaction value (including upfront payment and milestone payments,
                                         but less any payments of royalties on Net Sales to CanSino) is payable to Vaccitech

         

        For the avoidance of
        doubt:

         

        (a)          clause
        28.6 (Assignment) of the MCA applies to any sale or transfer of rights under this Project Agreement and

        (b)          Net
        Sales made by any sublicensee of a party are considered to be Net Sales made by that party for the purposes of the payment
        of royalties under the MCA]

	Acknowledgments:	[None]
    / [insert]


 






    	© King & Wood Mallesons	Project Agreement
 4 September 2018	7
	 	 	 



     


    

 


Project Agreement


 


Signing page


 


DATED:_______________


 


	SIGNED
    by ________________ as authorised representative for VACCITECH LIMITED in the presence of:	)	 
	)	 
	)	 
	 	)	 
	 	)	 
		)	
	Signature of witness	)	By executing
    this document the signatory warrants that the signatory is duly authorised to execute this document on behalf of VACCITECH
    LIMITED
	 	)
	 	)
		)
	Name of witness (block
    letters)	)


 


	SIGNED
    by ________________ as authorised representative for CANSINO BIOLOGICS INC, in the presence of:	)	 
	)	 
	)	 
	)	 
	 	)	 
		)	
	Signature of witness	)	By executing
    this document the signatory warrants that the signatory is duly authorised to execute this document on behalf of CANSINO BIOLOGICS
    INC,
	 	)
	 	)
		)
	Name of witness (block
    letters)	)
	 	)


 






    	© King & Wood Mallesons	Project Agreement
 4 September 2018	8
	 	 	 



     


    

 


Master Collaboration Agreement


 


Schedule 2    Deed
of Covenant


 


DEED OF
COVENANT


 


Oxford University Innovation
Limited

University Offices,

Wellington Square,

Oxford 0X1 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 Oxford University Innovation Limited (OUI) and OUI covenant with the Sub-Licensee that:


 


		1.	should
                                         the head licence between Vaccitech and OUI be terminated for whatever reason, OUI 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 OUI;



 


		2.	should
                                         the Sub-Licensee wish to further sub-licence the Licensed Technology where OUI 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 OUI in a form substantially similar to this Deed
                                         of Covenant:



 


		3.	OUI
                                         shall have the right, during the term of the Sub-Licence, through an independent certified
                                         accountant appointed by OUI (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 [***] is discovered by the Auditor in respect of the audit period, the Sub-Licensee shall
pay the audit costs of OUI.





 


SIGNED AS A DEED by

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


 






    	© King & Wood Mallesons	Master Collaboration Agreement
 4 September 2018	 37

 


     


    

 


Signature of Witness:


 


Name of Witness:

Address:


 


SIGNED AS A DEED by

OXFORD UNIVERSITY INNOVATION LIMITED in the presence of-


 


Signature of Witness:


 


Name of Witness:

Address:


 






    	© King & Wood Mallesons	Master Collaboration Agreement
 4 September 2018	 38

 


     


    


 


Master Collaboration Agreement


 


Signing page


 


DATED:_______________


 



 


	SIGNED
    by ________________ as authorised representative for VACCITECH LIMITED in the presence of:	)	 
	)	 
	)	 
	 	)	 
	 	)	 
		)	
	Signature of witness	)	By executing this document the signatory warrants that the signatory is duly authorised
    to execute this document on behalf of VACCITECH LIMITED
	 	)
	 	)
		)
	Name of witness (block
    letters)	)


 


	SIGNED
    by ________________ as authorised representative for CANSINO BIOLOGICS INC, in the presence of:	)	 
	)	 
	)	 
	)	 
	 	)	 
		)	
	Signature of witness	)	By executing this document the signatory warrants that the signatory is duly authorised
    to execute this document on behalf of CANSINO BIOLOGICS INC,
	 	)
	 	)
		)
	Name of witness (block
    letters)	)
	 	)


 






    	© King & Wood Mallesons	Master Collaboration Agreement
 4 September 2018	 39