Exhibit 10.4


 


DATED 2017


 


	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.




 


(1)        OXFORD
UNIVERSITY INNOVATION LIMITED



and



(2)         VACCITECH LIMITED


 


LICENCE OF TECHNOLOGY

(OUI PROJECT Nos. [***])


 






    


     


    

 


	THIS AGREEMENT is made on	2017




 


BETWEEN:


 


		(1)	OXFORD UNIVERSITY INNOVATION
                                         LIMITED (Company No. 2199542) whose registered office is at University Offices, Wellington
                                         Square, Oxford OX1 2JD, England (“OUI”); and



 


		(2)	VACCITECH LIMITED (Company
                                         No. 9973585) whose registered office is at King Charles House, Park End Street, Oxford,
                                         Oxfordshire, OX1 1JD (the “Licensee”).



 


BACKGROUND:


 


		(A)	The Licensed Technology is connected
                                         with OUI Projects [***] “Hepatitis B vaccine”, [***] “Human Papilloma
                                         Virus vaccine”, [***] “CD74 as Molecular Adjuvant”, [***] “Adenovirus
                                         vaccine vector (‘ChAdOx1’)” and [***] “ChAdOx2 - simian adenovirus
                                         vector”.



 


		(B)	The Licensee wishes to acquire a licence
                                         to the Licensed Technology in order to develop products in the area of therapeutic vaccines
                                         and OUI is willing to license the Licensed Technology to the Licensee, on the terms of
                                         this agreement.



 


AGREEMENT:


 


		1.	Interpretation



 


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


 


		2.	Grant
                                         of Licence



 


		2.1	In
                                         consideration of the payments required to be made under this agreement by the Licensee,
                                         OUI grants to the Licensee a licence in the Territory in respect of the Licensed Technology
                                         to develop, make, have made, import, use and have used and Market the Licensed Product
                                         subject to the terms and conditions of this agreement. Subject to clause 4, the Licence
                                         in respect of:



 


		2.1.1	the
                                         Licensed Intellectual Property is :



 


		(a)	in
                                         relation to Applications 1 and 2 exclusive in all fields;



 


		(b)	in
                                         relation to Application 3 non-exclusive in the field of Hepatitis B therapy;



 


		(c)	in
                                         relation to Application 4 exclusive in the fields of Human Papilloma Virus associated
                                         diseases and Hepatitis B therapy;



 


		(d)	in
                                         relation to Application 5 exclusive in the field of Hepatitis B therapy; and



 


		2.1.2	the
                                         Licensed Know-how is non-exclusive in all fields.



 


		2.2	As
                                         soon as is reasonably possible after the date of this agreement (and in any event within
                                         [***] of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee
                                         with the Documents. OUI shall, for a period of [***] from the date of this agreement,
                                         continue to provide the Licensee with such documents and materials as embody the Licensed
                                         Know-How generated during that period.



 


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



 






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



 


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



 


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



 


		(d)	as
                                         soon as reasonably practicable following the grant of each sub-licence, the Licensee
                                         provides a certified copy of that sub-licence to OUI, such copy to be Confidential Information
                                         of the Licensee which may be redacted to the extent any information in such sub-licence
                                         does not relate to the Licensed Technology, OUI and/or this agreement;



 


		(e)	the
                                         sub-licensee enters into a Deed of Covenant with the Licensor in the form set out in
                                         Schedule 5;



 


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



 


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



 


		2.4	Notwithstanding
                                         clause 2.3, no prior written consent from OUI will be required for sublicences if:



 


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



 


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



 


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


 


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



 


		3.	Improvements



 


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



 


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



 


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



 


		3.4	OUI
                                         acknowledges and agrees that all Intellectual Property Rights in the Licensee Improvements
                                         belong to the Licensee.



 






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		4.	Rights
                                         re Non-Commercial Use



 


		4.1	The
                                         Licensee grants OUI an irrevocable, perpetual, royalty-free licence to grant the University
                                         and those persons who at any time work or have worked on the Licensed Technology the
                                         licence set out in clause 4.2.



 


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



 


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



 


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



 


		5.	Filing
                                         and Maintenance



 


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



 


		5.2	OUI
                                         will, in consultation with the Licensee and at the Licensee’s cost, prosecute,
                                         use all reasonable endeavours to maintain, and renew the Applications throughout the
                                         duration of this agreement. OUI will give all reasonable consideration to the views of
                                         the Licensee and will not unreasonably refuse to prosecute, maintain or renew Applications
                                         provided always that the Licensee agrees to bear the costs of such action according to
                                         this Clause 5.2. The Licensee will reimburse OUI for all costs, filing fees, lawyers’
                                         and patent agents’ fees, expenses and outgoings of whatever nature incurred by
                                         OUI in the prosecution, maintenance and renewal of the Applications (including those
                                         incurred in opposition proceedings before the European Patent Office or in ex parte re-examination
                                         or inter partes review proceedings in the United States Patent and Trademark Office (“USPTO”)
                                         or any similar proceedings before any patent office challenging the grant or validity
                                         of the Applications) within [***] of receiving an invoice from OUI. OUI shall be entitled
                                         to make it a condition of any action of OUI under this clause 5.2 that the Licensee provides
                                         OUI with sufficient money in advance to cover the costs likely to be incurred in the
                                         action.



 


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



 






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



 


		5.5	The
                                         Licensee shall be entitled to remove any one or more of the countries from the Territory
                                         at any time by giving not less than [***] notice to OUI. If the Applications are proceeding
                                         under the PCT then such notice may not be given any earlier than the date for commencement
                                         of the National Phase filing. For the avoidance of doubt the Licensee shall remain liable
                                         for the costs mentioned in clause 5.2 that arise or are incurred by OUI during the said
                                         notice period in respect of the countries being removed.



 


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



 


		6.	Infringement



 


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



 


		6.2	The
                                         Licensee has the first right (but is not obliged) to take Legal Action at its own cost
                                         in relation to any misappropriation or infringement of any Licensed Technology that OUI
                                         has licensed exclusively to Licensee under this Agreement subject to any field restriction
                                         included in the rights granted in Clause 2.1. The Licensee must discuss any proposed
                                         Legal Action with OUI prior to the Legal Action being commenced, and take due account
                                         of the legitimate interests of OUI in the Legal Action it takes provided always that
                                         the Licensee may act without further consultation if rights in the Licensed Technology
                                         would otherwise be prejudiced or lost.



 


		6.3	If
                                         the Licensee takes Legal Action under clause 6.2, the Licensee will:



 


		(a)	except
                                         where any Legal Action arises directly as a result of a breach by OUI of the warranties
                                         in Clause 12.2, indemnify and hold OUI and the University harmless against all costs
                                         (including lawyers’ and patent agents’ fees and expenses), claims, demands
                                         and liabilities arising out of or consequent upon a Legal Action and will settle any
                                         invoice received from OUI in respect of such costs, claims, demands and liabilities within
                                         [***] of receipt; and



 


		(b)	treat
                                         any account of profits or damages (including, without limitation, punitive damages) awarded
                                         in or paid to the Licensee under any settlement of the Legal Action for any misappropriation
                                         or infringement of any rights included in the Licensed Technology as Net Sales for the
                                         purposes of clause 8, having first for these purposes deducted from the award or settlement
                                         an amount equal to any legal costs incurred by the Licensee in the Legal Action that
                                         are not covered by an award of legal costs; and



 


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



 


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



 


		(a)	the
                                         Licensee has notified OUI in writing that it does not intend to take any Legal Action
                                         in relation to any misappropriation or infringement of any rights included in the Licensed
                                         Technology under clause 6.2;



 






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		(b)	if
                                         having received professional advice with regard to any Legal Action within [***] of the
                                         notification under clause 6.1, and consulted with OUI, the Licensee does not take reasonable
                                         steps to act upon an agreed process for dealing with such misappropriation or infringement
                                         (which may include, for the avoidance of doubt, seeking a second opinion in respect of
                                         such professional advice) within any timescale agreed between OUI and the Licensee and
                                         in any event within [***] of notification under clause 6.1, OUI may take such Legal Action
                                         at its own cost provided it shall not settle any action without first consulting with
                                         the Licensee and taking account of the reasonable observations and requests of the Licensee.



 


		7.	Confidentiality



 


		7.1	Subject
                                         to clauses 7.2, 7.3 and 7.4, each party (being a receiving or disclosing party as the
                                         case may be) will keep confidential the Confidential Information of the other party and
                                         will not disclose or supply the Confidential Information to any third party or use it
                                         for any purpose, except in accordance with the terms and objectives of this agreement.



 


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



 


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



 


		7.4	Clause
                                         7.1 will not apply to any Confidential Information which:



 


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



 


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



 


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



 


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



 


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



 


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



 






    5


     


    

 


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



 


		8.	Royalties
                                         and Other Payments



 


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



 


		8.2	Subject
                                         to clause 8.3, the Licensee will pay to OUI a royalty equal to the applicable Royalty
                                         Rate on all Net Sales of Licensed Products for the duration of the agreement on the terms
                                         set out in clause 10.



 


		8.3	Following
                                         expiration or revocation of the last Valid Claim covering a Licensed Product in a country
                                         in which the Licensed Product is Marketed and where there is being Marketed and sold
                                         by a third party in the normal course of business a product that, directly or indirectly,
                                         competes with the Licensed Product, the Step Down Rate (as defined below) shall apply
                                         on a country-by-country basis to the applicable Royalty Rate of such Licensed Products.
                                         For the purposes of this clause 8.3, the “Step Down Rate” shall be the percentage
                                         decrease of (a)  [***]  compared against (b) [***].



 


		8.4	In
                                         the event that the royalties paid to OUI under clause 8.2 does not amount to at least
                                         the Minimum Sum, the Licensee must make up the difference between the royalties paid
                                         under clauses 8.2 and the Minimum Sum in each Licence Year where a Minimum Sum applies.



 


		8.5	The
                                         Licensee will notify OUI as soon as possible after it or any sub-licensee achieves any
                                         Milestone, and pay to OUI the Milestone Fee in respect of each Milestone within [***]
                                         of the date on which each Milestone is achieved by the Licensee or a sub-licensee.



 


		8.6	The
                                         Licensee will pay to OUI a royalty equal to the Fee Income Royalty Rate on any sublicensing
                                         fees that the Licensee receives for sublicensing the Licensed Technology with a third
                                         party. For the purposes of this clause 8.6, Sublicensing fees shall include upfront fees,
                                         milestone payments and other consideration received by the Licensee from such third party
                                         but shall exclude:



 


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



 


		(b)	milestone
                                         payments paid to the Licensee by a sub-licensee on a Milestone event; and



 


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



 


		8.7	If
                                         the Licensee has to pay royalties to a third party (other than an Affiliate), for the
                                         right to make, have made, use or Market a Licensed Product, under a licence of Intellectual
                                         Property Rights without which the Licensed Technology cannot lawfully be exploited, then
                                         the Licensee will be entitled to deduct from all royalty payments due to OUI in respect
                                         of Net Sales of the Licensed Product under clause 8.2 an amount equal to [***] of the
                                         royalties actually paid to that third party, up to a maximum amount of [***] of the royalties
                                         due to OUI under clause 8.2.



 


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



 






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[***]


 


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


 


		8.9	The
                                         Signing Fee and the Milestone Fee are non-refundable and will not be considered as an
                                         advance payment on royalties payable under clause 8.2. No part of the Minimum Sum will
                                         be refundable or applicable to succeeding Licence Years.



 


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



 


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



 


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



 


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



 


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



 


		(b)	for
                                         payments under clause 8.6 only, the first Business Day of the month in which the payment
                                         was received by the Licensee.



 


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



 


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



 






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



 


		9.	Commercially
                                         Reasonable Endeavours



 


		9.1	Subject
                                         to clause 9.3, the Licensee must use Commercially Reasonable Endeavours to develop, exploit
                                         and Market the Licensed Technology to maximize the financial return for both parties.



 


		9.2	Subject
                                         to clause 9.3, the Licensee must use Commercially Reasonable Endeavours to develop, exploit
                                         and Market the Licensed Technology in accordance with the Development Plan as set out
                                         separately In respect of each Indication.



 


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



 


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



 


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



 


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



 


		10.	Royalty
                                         Reports and Audit



 


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



 


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



 


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



 


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



 


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



 


		(d)	provide
                                         a calculation of the royalties due;



 






    8


     


    

 





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



 


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



 


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



 


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



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


		10.5.4	shall
                                         be allowed access to and permitted to conduct interviews of any sales, engineering or
                                         other staff of the Licensee in order to verify the accuracy of the records and accounts
                                         and the accuracy of any statements provided to OUI under clause 10.2.



 


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


 


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



 






    9


     


    

 





		11.	Duration
                                         and Termination



 


		11.1	This
                                         agreement will take effect on the date of signature. Subject to the possibility of earlier
                                         termination under the following provisions of this clause 11, and subject to the possibility
                                         of an extension to the term by mutual agreement, this agreement shall continue in force:



 


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



 


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



 


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



 


		11.3	The
                                         Licensee may terminate this agreement for any reason at any time provided it gives OUI
                                         [***] written notice to terminate expiring after the third anniversary of this agreement
                                         whereupon the Licensee shall bring all sub-licences to an end on the same date. Any such
                                         termination shall not absolve the Licensee of its obligation to accrue and pay royalties
                                         and other payments under the provisions of clause 8 in respect of the period prior to
                                         termination.



 


		11.4	OUI
                                         may terminate this agreement:



 


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



 


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



 


		(i)	the
                                         Licensee opposes or challenges the validity of any of the Applications or raises the
                                         claim that the Licensed Know-how is not necessary to develop and Market Licensed Products,
                                         provided always that nothing in this clause 11.4(b) will prevent the Licensee from seeking
                                         to determine whether a product of the Licensee is a Licensed Product for the purposes
                                         of this agreement; or



 


		(ii)	the
                                         Licensee is in breach of clause 9.1 and the Licensee does not take any remedial action
                                         reasonably requested by OUI and notified to the Licensee by written notice pursuant to
                                         clause 11.2.



 


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



 


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



 


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



 


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



 


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



 






    10


     


    

 


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



 


		(f)	grants
                                         OUI an irrevocable, transferable, non-exclusive licence to develop, make, have made,
                                         use and Market the Licensee’s Improvements and products that incorporate, embody
                                         or otherwise exploit the same. OUI shall pay a reasonable royalty for use of this licence
                                         unless the termination arises under clause 11.4, or is terminated by OUI under clause
                                         11.2, in which case it shall be royalty-free.



 


		11.6	Termination
                                         of this agreement, whether for breach of this agreement or otherwise, shall not absolve
                                         the Licensee of its obligation to accrue and pay royalties under the provisions of clause
                                         8 for the duration of any notice period and in respect of any dealings in Licensed Products
                                         permitted by clause 11.5.



 


		11.7	Clauses
                                         1, 4.2, 6.3, 11.5, 11.7, 11.8, 12, 13.4 and 13.14 will survive the termination or expiration
                                         of this agreement, for whatever reason, [***].



 


		11.8	Clauses
                                         7 and 10.5 will survive the termination or expiration of this agreement, for whatever
                                         reason, [***].



 


		12.	Liability



 


		12.1	Subject
                                         to Clause 12.2 and to the fullest extent permissible by law, OUI does not make any warranties
                                         of any kind including, without limitation, warranties with respect to:



 


		(a)	the
                                         quality of the Licensed Technology;



 


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



 


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



 


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



 


		12.2	OUI
                                         warrants to the Licensee that so far as OUI is aware (not having made any specific enquiries)
                                         as at the date of this agreement:



 


		12.2.1	OUI
                                         has the necessary corporate power and authority to enter into this agreement and to grant
                                         the licences set out in this agreement to the Licensee;



 


		12.2.2	with
                                         the exception of the licence back to the University for Non-Commercial Use, the University
                                         has assigned all of its right, title and interest in the Licensed Technology to OUI;



 


		12.2.3	it
                                         has not created any charge or mortgage over the Licensed Technology;



 


		12.2.4	it
                                         has not created any licence over Application 1 or Application 2; and



 


		12.2.5	there
                                         is no actual or threatened infringement of the Licensed Technology by any third party.



 






    11


     


    

 


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



 





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



 


		(b)	arising
                                         directly from any breach by the Licensee of this agreement provided however that this
                                         indemnity for breach by the Licensee is subject to clause 12.6.



 


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



 


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



 


		12.6	Subject
                                         to clause 12.8 and except in relation to the indemnities in clause 6.3 and 12.3(a), the
                                         liability of either party for any breach of this agreement, in negligence or arising
                                         in any other way out of the subject-matter of this agreement, will not extend to incidental,
                                         indirect or consequential damages or loss of profits.



 


		12.7	Subject
                                         to clause 12.8 the liability of OUI to the Licensee accruing in any Licence Year under
                                         or otherwise in connection with this agreement or its subject-matter, including without
                                         limitation liability for negligence, shall in no event exceed:



 


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



 


		(b)	in
                                         respect of liability accruing in any subsequent Licence Year, the total royalties paid
                                         in the previous Licence Year to OUI under clause 8.2.



 


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



 


		12.9	Notwithstanding
                                         any other clause in this agreement, OUI shall not be entitled to profit from any grant
                                         of a licence to any third party in respect of the Licensed Technology that breaches the
                                         exclusive rights granted to the Licensee under clause 2.1.1(a) of this agreement (“a
                                         Licence to the Exclusive Rights”). In the event that the Licensee (acting in good
                                         faith) believes that OUI has granted a Licence to the Exclusive Rights, then the Licensee
                                         shall provide written notice to OUI with full particulars and all evidence supporting
                                         the Licensee’s basis for such belief. Within [***] of receipt of written notice
                                         from the Licensee, OUI will notify the Licensee in writing whether it admits or disputes
                                         that It has granted a Licence to the Exclusive Rights. If OUI serves notice that it disputes
                                         that it has granted a Licence to the Exclusive Rights OUI and the Licensee shall enter
                                         into good faith negotiations in order to reach mutual agreement to resolve the dispute
                                         and if such mutual agreement is not reached within [***] after OUI’s receipt of
                                         the Licensee’s written notice, then the parties will refer the dispute to an independent
                                         expert (“Independent Expert”) for determination on the following basis:



 


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



 


		12.9.2	the
                                         Independent Expert shall be asked to determine:



 


		12.9.2.1	whether
                                         OUI has granted a Licence to the Exclusive Rights; and



 





		12.9.2.2	any
                                         dispute between the parties over the amount of consideration paid to OUI under any Licence
                                         to the Exclusive Rights;



 






    12


     


    

 


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



 


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



 


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



 


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



 


		13.	General



 


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



 


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



 


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



 


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



 


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



 


		13.6	Notices
                                         - All notices to be sent to OUI under this agreement must indicate the OUI Project
                                         N° and should be sent, by post and fax unless agreed otherwise in writing, until
                                         further notice to: The Chief Operating Officer, OUI Innovation Ltd, Buxton Court, 3 West
                                         Way, Oxford OX2 OSZ, Fax: +44 (0)1865 280831. All notices to be sent to the Licensee
                                         under this agreement should be sent, until further notice, to the Licensee’s Contact
                                         and Address indicating the OUI Project No.



 






    13


     


    

 





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



 


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



 


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



 


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



 


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



 


		13.12	Variation
                                         - Any variation of this agreement must be in writing and signed by authorised signatories
                                         for both parties. For the avoidance of doubt, the parties to this agreement may rescind
                                         or vary this agreement without the consent of any party that has the benefit of clause
                                         13.14.



 


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



 


		13.14	Rights
                                         of Third Parties - The parties to this agreement intend that by virtue of the Contracts
                                         (Rights of Third Parties) Act 1999 the University and the people referred to in clause
                                         12.5 will be able to enforce the terms of this agreement intended by the parties to be
                                         for their benefit as if the University and the people referred to in clause 12.5 were
                                         party to this agreement.



 


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



 






    14


     


    

 


Schedule 1


 


DEFINITIONS

(Clause 1)


 


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


 


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


 


AIN means anal intraepithelial
neoplasia.


 


Applications means:


 


		(a)	the patent applications set out
                                         as Applications 1, 2, 3,4 and 5 in Schedule 2;
	 	 	 
		(b)	any patents granted in response
                                         to those applications;
	 	 	 
		(c)	any corresponding foreign patents
                                         and applications which may be granted to OUI in the Territory based on and deriving priority
                                         from those applications; and
	 	 	 
		(d)	any addition, continuation, continuation-in-part,
                                         division, reissue, renewal or extension based on the applications.



 


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


 


CIN means cervical intraepithelial
neoplasia.


 


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


 


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


 


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


 


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



 


		(b)	this agreement.



 


Control means:


 


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



 


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



 


Development Plan means the plan
set out in Schedule 3 as revised in accordance with clause 9.3.


 


Documents means the documents and
materials set out in Schedule 4.


 


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


 









    15


     


    

 


HBV means hepatitis B virus.


 


HPV means human papilloma virus.


 


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


 


Indication means Hepatitis B Virus
therapy and Human Papilloma Virus associated diseases.


 


Indemnified Claim means any claim
under which OUI and the University are entitled to be indemnified under clause 12.3.


 


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


 


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


 


Inventor Improvements means any
Improvements to Application 1 or Application 2 made prior to [***] solely by the Inventor, and the Intellectual Property Rights
pertaining to them, of which OUI has been made aware and is legally able to license but shall not include, for the avoidance of
doubt, any Improvements and Intellectual Property Rights developed pursuant to any employment or consultancy arrangements with
Licensee or its Affiliates.


 


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


 


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


 


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


 


Licensed Know-how means all confidential
information relating to an Application that has been communicated to the Licensee by OUI in writing before the date of this agreement
or is communicated in writing to the Licensee by OUI under this agreement and within [***] after the date of this agreement and
(to the extent they constitute confidential information) OUI’s Improvements.


 


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


 


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


 


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


 


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


 


Licence Year means each [***] period
beginning on the date of this agreement and each anniversary of the date of this agreement.


 


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


 









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


 


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


 


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


 


Net Sales means the gross selling
price of the Licensed Product in the form in which it is Marketed by the Licensee or any sub-licensee, less:


 


		(a)	trade, and/or quantity discounts,
                                         returns, allowances, in amounts customary in the trade and actually given; and
	 	 	 
		(b)	import, export, excise, sales or
                                         use taxes, value added taxes and other taxes, tariffs or duties to the extent such items
                                         are included in the gross invoice price and actually paid; and
	 	 	 
		(c)	freight, handling, transportation
                                         and insurance prepaid or allowed if separately identified in such invoice and actually
                                         paid; and
	 	 	 
		(d)	amounts allowed or credited or
                                         retroactive price reductions or rebates and actually given/paid.



 


Any refund of any of the foregoing
amounts previously deducted from Net Sales shall be appropriately credited upon receipt.


 


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


 


A transfer of a Licensed Product
from Licensee to an Affiliate or from a sub-licensee to an Affiliate of a sub-licensee shall not be deemed to be a sale hereunder,
provided that If a sale of a Licensed Product is to an Affiliate of the Licensee or of the sub-licensee and such Affiliate is
the end user of the Licensed Product, then the “gross selling price” with respect to such sale shall, for the purposes
of calculating “Net Sales” be the greater of (a) the actual amount invoiced and (b) the amount which the invoiced
amount would have been had such sale of the Licensed Product been to a person at arm’s length of the Licensee or sub-licensee.


 


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


 


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


 


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


 


Project means the projects referred
to in BACKGROUND.


 


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


 


Royalty Rate means the royalty
rate or rates set out in Schedule 2 on Net Sales of Licensed Products for, as applicable, Hepatitis B therapy and/or Human Papilloma
Virus associated diseases.


 


Royalty Report means the report
to be prepared by the Licensee under clause 10.2.


 









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


 


Territory means the territory or
territories set out in Schedule 2, excluding any territory or territories removed through the operation of clause 5.5.


 


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


 


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





 


Schedule 2


 


	Application
    1:	 	UK Patent Application number [***];
	 	 	 
	Application
    2:	 	UK Patent Application number [***];
	 	 	 
	Application
    3:	 	European patent application number [***]; and
	 	 	 
	Application
    4:	 	International patent application number [***].
	 	 	 
	Application
    5:	 	International patent application number [***]




 


	Inventor:	 	Application 1:   [***]
	 	 	Application 2:   [***]
	 	 	Application 3:   [***]
	 	 	Application 4:   [***]
	 	 	Application 5:   [***]




 


	Territory
    (clause 2.1):	 	Worldwide
	 
	Past
    Patent Costs (clause 5.1):	 	[***]
	 
	Signing
    Fee (clause 8.1):	 	[***]
	 
	Royalty
    Rate (clause 8.2):
	 
	 	 	[***]
    Net Sales on Licensed Products for Hepatitis B therapy
	 
	 	 	[***]
    Net Sales on any Licensed Products for CIN1/2+ (CIN1, CIN2 & CIN3), AIN & HPV pre-cancerous neoplasias
	 
	 	 	[***]
    Net Sales on any Licensed Products for HPV-related cancers
	 




Minimum Sum (clause 8.4):


 


	 	 	Licence
    Year	Minimum
    Sum	 
	 	 	4	[***]	 
	 	 	5	[***]	 
	 	 	6
    and each year thereafter	[***]	 


 


Fee Income Royalty Rate (clause 8.6):


 


[***] where the sublicensing or partnering
arrangement takes place during the first three Licence Years


 


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


 


Milestone and Milestone Fee (clause):


 


Licensed Product for Hepatitis B therapy:


 


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


 






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Licensed Product for Human Papilloma
Virus associated diseases:


 


	Milestone	Milestone
    Fee
	Successful
    completion of first phase II trial for CIN	[***]
	Initiation
    of first phase III trial for CIN	[***]
	Initiation
    of first phase III trial for cancer	[***]
	First
    marketing authorisation & pricing & reimbursement approval for CIN	[***]
	First
    marketing authorisation & pricing & reimbursement approval for cancer	[***]
	First
    calendar year in which annual Net Sales of Licensed Product for any HPV associated diseases exceed [***]	[***]


 


For the purposes of these Milestones:


 


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


 


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


 


Licensee’s Contact and Address
(clause 13.6):


 


	 	 	Contact	Dr
    Tom Evans	 
	 	 	Address	Oxford Sciences Innovation

        King Charles House,

        Park End Street,

        Oxford, 0X11JD
	 
	 	 	Email	[***]	 


 









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Schedule 3


 


DEVELOPMENT PLAN


 


[***]


 


[***]


 









    20


     


    

 


Schedule 4


 


DOCUMENTS


 


[***]


 


[***]


 









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Schedule 5


 


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.


 









    22


     


    

 


SIGNED AS A DEED by

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


 


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:


 









    23


     


    

 


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


 


	SIGNED for and on behalf of

    OXFORD UNIVERSITY INNOVATION LIMITED:	 	SIGNED for and on behalf of

    VACCITECH LIMITED
	 	 	 
	Name:	DR. PAUL ASHLEY HEAD OF TECHNOLOGY TRANSFER LIFE SCIENCES	 	Name:
	Position: 	oxford university innovation LTD	 	Position:
	 	 	 	 
	Signature:	 	Signature:
	 	 	 
	Date:	 	Date:


 



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