Exhibit 10.7


 


	
         

        VACCITECH LIMITED

         

        and

         

        VACCITECH ONCOLOGY LIMITED

         

	 
	LICENCE AGREEMENT
	 



 


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.


 






     


     


    

 





Index


 


Clause No.        Page No.


 


THIS LICENCE AGREEMENT (the “Agreement”)
is made on 14 November 2018 (the “Effective Date”)


 


BETWEEN:


 


		(1)	VACCITECH LIMITED incorporated and registered in England with company number 9973585 whose
registered office is at The Schrodinger Building 2nd Floor, Heatley Road, Oxford Science Park, Oxford, Oxfordshire, England, 0X4
4GE (the “Licensor”); and



 


		(2)	VACCITECH ONCOLOGY LIMITED incorporated and registered in England with company number 11655405
whose registered office is at The Schrodinger Building 2nd Floor, Heatley Road, Oxford Science Park, Oxford, Oxfordshire, England,
0X4 4GE (the “Licensee”).



 


BACKGROUND


 


		(A)	The Licensor has agreed to grant, and the Licensee has agreed to take, a licence of certain patent
rights and know-how on the terms set out in this agreement.



 


AGREED TERMS


 


		1.	Definitions and Interpretation



 


		1.1	In this agreement, the following words and expressions
have the following meanings:



 


		(a)	“Business Day” means a day other than
a Saturday, Sunday or public holiday in England;



 


		(b)	“Confidential Information” means all
information in whatever form (including in written, oral, visual or electronic form or on any magnetic or optical disk or memory
and wherever located) relating to the research, development, data and/or results, pharmaceutical or biologic candidates and product
information, inventions, works of authorship, processes, methodologies, the business, sales targets, sales statistics, market
share statistics, prices, market research reports and surveys, and advertising and other promotional materials, future projects,
business development or planning, commercial relationships and negotiations, customers, products, affairs and finances and employees
of a Party or its Affiliates for the time being confidential to such Party and/or its Affiliates and trade secrets including,
technology, technical data and Know-How relating to the business of such Party or its Affiliates or any of their suppliers, customers,
agents, distributors, shareholders, management or business contacts, whether or not such information is marked or identified as
confidential, including information relating to the terms of this agreement;



 


		(c)	“Improvement” means any improvement,
enhancement or modification to the Licensed Technology;



 


		(d)	“Intellectual Property Rights” means
patents (including rights of priority), copyright and related rights, trademarks, trade names and rights in domain names, rights
in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software,
database rights, topography rights, rights in confidential information, rights in Know-How and any other intellectual property
rights, in each case whether registered or unregistered and including all applications (or rights to apply) for the same;



 


		(e)	“OUI” means Oxford University Innovation
Limited;



 









     


     


    

 


		(f)	“Know-How” means any information or
material, whether proprietary or not and whether patentable or not, which is not in the public domain including inventions, discoveries,
data, formulae, processes, cell-lines and other biological materials, methodology, specifications, procedures for experiments
and tests, procedures for manufacturing, results of experiments, research and development, laboratory records, clinical trial
data, case reports, data analysis and summaries;



 


		(g)	“Licensed Know-How” means the Know-How
identified at schedule 2, and all other Know-How provided by the Licensor to the Licensee from time-to-time.



 


		(h)	“Licensed Materials” means the Original
Materials and any and all materials that Licensor provides to Licensee under or in connection with this agreement, and



 


		(i)	all constructs, strains, portions, progeny or unmodified
derivatives directly or indirectly obtained from or as a result of the use of the Original Materials;



 


(i)           
all improvements and modifications to any of the foregoing; and


 


(ii)          
all materials containing or incorporating any of the foregoing;


 


		(j)	“Licensed Patents” means the patents
and patent applications, short particulars of which are set out in schedule 1, and all:



 


(i)           
divisionals, continuations, and continuations-in-part that claim priority to any of the foregoing;


 


(ii)          
reissues, renewals, extensions, or additions to any of the foregoing; and


 


(iii)         
granted patents issuing from any of the foregoing;


 


		(k)	“Licensed Products” means any product
which:



 


(i)           
falls within the scope of any of the claims of any of the Licensed Patents; or


 


(ii)          
is made, developed or used in accordance with, embodies, incorporates or utilises, any of the Licensed Technology;


 


		(l)	“Licensed Technology” means the technology
embodied in the Licensed Patents, the Licensed Know-How and/or the Licensed Materials;



 


		(m)	“Original Materials” means the materials
described in schedule 3;



 


		(n)	“Representatives” means, in relation
to a party, its employees, officers, representatives and advisers; and



 


		(o)	“Territory” means worldwide.



 


		1.2	In this agreement:



 


		(a)	references to parties and clauses are to the parties
and clauses of this agreement;



 


		(b)	references to persons include all forms of legal entity
including an individual, company, body corporate, unincorporated association and partnership and any reference to any party who
is an individual is also deemed to include their respective legal personal representative(s);



 


		(c)	the words “include”, “including”
and “in particular” are to be construed as being by way of illustration or emphasis only and are not to be construed
so as to limit the generality of any words preceding them;



 









    2


     


    

 


		(d)	the words “other” and “otherwise”
are not to be construed as being limited by any words preceding them;



 


		(e)	headings are used for convenience only and do not affect
its interpretation; and



 


		(f)	a reference to the singular includes a reference to the
plural and vice versa and a reference to any gender includes a reference to all other genders.



 


		2.	Grant of Licence



 


		2.1	In consideration of the sum of £1 (receipt of which
the Licensor expressly acknowledges) and the execution by the Licensee of the deed of covenant with OUI as provided in schedule
4, the Licensor hereby grants to the Licensee a non-exclusive licence (together with the right to grant sub-licences through multiple
tiers of sub-licensees, except that Licensee shall not have the right to grant any sub-licences in respect of any of the Licensed
Technology that is licensed to the Licensor by OUI without OUI’s prior written consent, such consent not to be unreasonably
withheld, conditioned or delayed) to use the Licensed Technology (and all Intellectual Property Rights therein) solely to the
extent necessary or useful for the manufacture, use, sale or other commercialisation of Licensed Products in the Territory.



 


		3.	Provision of further Know-How



 


		3.1	The Licensor shall make available to the Licensee such
further Know-How relating to the manufacture of the Licensed Products as the Licensor is at liberty to disclose and, in the opinion
of the Licensor, is reasonably necessary or useful for such manufacture.



 


		3.2	The Know-How supplied by the Licensor pursuant to clause
3.1 shall be used by the Licensee only for the purpose of the manufacture of Licensed Products in the Territory and shall be subject
to the provisions of clause 5 (Confidentiality).



 


		3.3	The Know-How supplied by the Licensor under clause 3.1
shall, where it has been identified by describing and recording it when provided to the Licensee, be deemed to be part of the
Licensed Technology.



 


		3.4	Nothing in this agreement shall constitute any representation
or warranty that any Know- How supplied to the Licensee pursuant to clause 3.1 is accurate, up to date, complete, or relevant
to the manufacture of the Licensed Products.



 


		4.	Improvements



 


		4.1	If the Licensor makes, devises, discovers, or otherwise
acquires rights in, any Improvement, the Licensor shall, to the extent that it is not prohibited by law or by any obligation to
any other person, promptly notify the Licensee in writing giving details of the Improvement, and shall, if the Licensee so requests,
provide such further information as is reasonably required to be able to evaluate the Improvement effectively.



 


		4.2	Information provided by the Licensor to the Licensee
under clause 4.1 shall be subject to the provisions of clause 5 (Confidentiality) and all such Improvements shall be deemed to
be part of the Licensed Technology.



 


		5.	Confidentiality



 


		5.1	The provisions of this clause shall not apply to any
Confidential Information that:



 


		(a)	is or becomes generally available to the public (other
than as a result of its disclosure by the Licensee or its Representatives in breach of this clause);



 









    3


     


    

 


		(b)	becomes available to the Licensee on a non-confidential
basis from a person who, to the Licensee’s knowledge, is not bound by a confidentiality agreement with the Licensor or otherwise
prohibited from disclosing the information to the Licensee;



 


		(c)	the parties agree in writing is not confidential or may
be disclosed;



 


		(d)	is developed by or for the Licensee independently of
the Licensor’s Confidential Information.



 


		5.2	The Licensee shall keep the Licensor’s Confidential
Information confidential and shall not:



 


		(a)	use such Confidential Information except for the purpose
of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose);
or



 


		(b)	disclose such Confidential Information in whole or in
part to any third party, except as expressly permitted by clause 5 (Confidentiality).



 


		5.3	The Licensee may disclose the Licensor’s Confidential
Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided
that:



 


		(a)	it informs such Representatives of the confidential nature
of the Confidential Information before disclosure; and



 


		(b)	it procures that its Representatives shall, in relation
to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party
to this agreement, and at all times, it is liable for the failure of any Representatives to comply with the obligations set out
in this clause.



 


		5.4	The Licensee may disclose the Licensor’s Confidential
Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory
authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do
so, it gives the Licensor as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and
is given in accordance with this clause 5.4, it takes into account the reasonable requests of the Licensor in relation to the
content of such disclosure.



 


		5.5	The Licensor reserves all rights in its Confidential
Information. No rights or obligations in respect of such Confidential Information other than those expressly stated in this agreement
are granted to the Licensee, or to be implied from this agreement.



 


		5.6	On termination of this agreement, the Licensee shall:



 


		(a)	destroy or return to the Licensor all documents and materials
(including the Licensed Materials and any copies) containing, reflecting, incorporating or based on the Licensor’s Confidential
Information and/or Licensed Materials and make no further use of any such information or materials;



 


		(b)	erase all the Licensor’s Confidential Information
from its computer and communications systems and devices used by it, including such systems and data storage services provided
by third parties (to the extent technically and legally practicable); and



 


		(c)	certify in writing to the Licensor that it has complied
with the requirements of this clause, provided that it may retain documents and materials containing, reflecting, incorporating
or based on the Licensor’s Confidential Information to the extent required by law or any applicable governmental or regulatory
authority.



 


		5.7	The Licensee acknowledges that the Licensor must provide
a copy of this Agreement to OUI and consents to such disclosure.



 









    4


     


    

 


		5.8	The provisions of this clause 5 (Confidentiality) shall
continue to apply after the expiry or earlier termination of this agreement.



 


		6.	Duration and termination



 


		6.1	This agreement shall commence on the Effective Date and,
unless terminated earlier in accordance with clause 6.2, shall remain in force until the later of: a) expiry of all the Licensed
Patents; and b) the Licensed Know-How ceasing to be secret and substantial.



 


		6.2	Either Party may terminate this agreement at any time
by written notice to the other Party (“Other Party”), such notice to take effect as specified in the notice:



 


		(a)	if the Other Party is in material breach of a material
provision of this agreement and, in the case of a breach capable of remedy within [***], the breach is not remedied within [***]
of the Other Party receiving notice specifying the breach and requiring its remedy; or



 


		(b)	if: (A) the Other Party becomes insolvent or unable to
pay its debts as and when they become due; or (B) an order is made or a resolution is passed for the winding up of the Other Party
(other than voluntarily for the purpose of solvent amalgamation or reconstruction); or (C) a liquidator, administrator, administrative
receiver, receiver, or trustee is appointed in respect of the whole or any part of the Other Party’s assets or business;
or (D) the Other Party makes any composition with its creditors; or (E) the Other Party ceases to continue its business; or (F)
as a result of debt and/or maladministration the Other Party takes or suffers any similar or analogous action in any jurisdiction.



 


		6.3	The Licensee acknowledges that certain of the Licensed
Technology is licensed to the Licensor by OUI and further acknowledges and agrees in the event that the Licensor’s licence
from OUI is terminated that the Licensor shall terminate this agreement in respect of any of the Licensed Technology that is licensed
to the Licensor by OUI.



 


		6.4	On termination of this agreement for any reason and subject
to any express provisions set out elsewhere in this agreement:



 


		(a)	all rights and licences granted pursuant to this agreement
shall cease;



 


		(b)	the Licensee shall cease all exploitation of the Licensed
Technology, except insofar as any of the Licensed Know-How has become publicly available, unless this is or was as a consequence
of the default of the Licensee;



 


		6.5	Any provision of this agreement that expressly or by
implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in
full force and effect.



 


		6.6	Termination or expiry of this agreement shall not affect
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including
the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.



 


		7.	Notices



 


		7.1	Any notice or written communication given under or in
relation to this agreement shall be given in writing in English and shall be delivered by hand or sent by special delivery post
in permanent form to the other Party at its address set out above or to such other address as it has previously notified to the
sending Party in writing. Any such notice or written communication shall be deemed to have been served when actually received
except that if that time is after 5.30 p.m. on a Business Day and before 9.00 a.m. on the next Business Day it shall be deemed
to have been served at 9.00 a.m. on the second of such Business Days.



 






    5


     


    

 


		8.	Miscellaneous



 


		8.1	Amendment. This agreement may only be amended
in writing signed by duly authorized representatives of the Licensee and the Licensor.



 


		8.2	Assignment.



 


		(a)	Subject to clause 8.2(b), neither party may assign, mortgage,
charge, or otherwise transfer any rights or obligations under this agreement without the prior written consent of the other party.



 


		(b)	With written notice to the other party, either party
may without consent assign and transfer all its rights and obligations under this agreement to any person to whom it transfers
all or substantially all of its assets or business to which this agreement relates, provided that the assignee undertakes to the
other party to be bound by and perform the obligations of the assigning party under this agreement.



 


		8.3	Waiver. No failure or delay on the part of either
party to exercise any right or remedy under this agreement shall be construed or operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy preclude the further exercise of such right or remedy.



 


		8.4	Invalid clauses. If any provision or part of this
agreement is held to be invalid, amendments to this agreement may be made by the addition or deletion of wording as appropriate
to remove the invalid part or provision but otherwise retain the provision and the other provisions of this agreement to the maximum
extent permissible under applicable law.



 


		8.5	No agency. Neither party shall act or describe
itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s
behalf.



 


		8.6	Further assurance. Each party agrees to execute,
acknowledge and deliver such further instruments, and do all reasonable further similar acts, as may be necessary or appropriate
to carry out the purposes and intent of this agreement.



 


		8.7	Entire agreement. This agreement constitutes the
entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that
it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently)
that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation
based on any statement in this agreement.



 


		8.8	Third parties. No one other than a party to this
agreement, their successors and permitted assignees, shall have any right to enforce any of its terms. Notwithstanding the foregoing,
OUI may enforce the provisions of clause 2.1 of this Agreement as a third party beneficiary.



 


		8.9	Counterparts. This agreement may be executed in
any number of counterparts, each of which is an original but all of which together will constitute one document.



 


		9.	Governing law and jurisdiction



 


		9.1	This agreement (and any dispute, claim or issue arising
out of or in connection with it, its subject matter, its enforceability or its termination (including non-contractual claims))
is to be governed by and construed in accordance with English law.



 


		9.2	Each of the parties hereby submits to the non-exclusive
jurisdiction of the English Courts.



 


This agreement has been entered into on
the date stated at the beginning of it.


 









    6


     


    

 


	Signed by

for and on behalf of

VACCITECH LIMITED	)

)

)
	 	 
	Signed by

for and on behalf of

VACCITECH ONCOLOGY LIMITED	)

)

)


 





 






    7


     


    

 


SCHEDULE 1


 


Licensed Patents


 


	Application 1 - [***] (ChAdOxl)
	Application serial No.	Status	Patent/Publication No.
	[***]		
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	 	 	 
	Application 2 - [***] (ChAdOx2)
	Application serial No.	Status	Patent/Publication No.
	[***]	 	 
	[***]	 	 
	 	 	 
	Application 3 - [***] (Long promoter)
	Application serial No.	Status	Patent/Publication No.
	[***]		
	[***]	 	 
	[***]	 	 
	[***]	 	 
	 	 	 
	Application 4 - [***] (MVA expression system)
	Application serial No.	Status	Patent/Publication No.
	[***]		
	[***]	 	 
	[***]	 	 
	[***]	 	 


 









    8


     


    

 


SCHEDULE 2


 


Licensed Know-how


 


[***].


 









    9


     


    

 


SCHEDULE 3


 


Original Materials


 









    10


     


    

 


SCHEDULE 4


 


DEED OF COVENANT


 


Oxford University Innovation Limited

University Offices,

Wellington Square,

Oxford 0X1 2JD,

England


 


Date: 6 December 2018


 


Dear Sirs,


 


Sub-Licence between Vaccitech Limited
(“Vaccitech”) and Vaccitech Oncology Limited dated 14 November 2018 (the “Sub-Licence”)


 


As part consideration for the grant of
a sub-licence from Vaccitech to use the Licensed Patents provided in Appendix 1, the Sub-Licensee hereby covenants to Oxford University
Innovation Limited (OUI) and OUI covenants 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 amounts 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.


 









    11


     


    

 


SIGNED AS A DEED by

Vaccitech Oncology Limited 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:


 









    12


     


    

 


Appendix 1


 


Licensed Patents


 


	Application 1 - [***] (ChAdOxl)
	Application serial No.	Status	Patent/Publication No.
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	 	 	 
	Application 2 - [***] (ChAdOx2)
	Application serial No.	Status	Patent/Publication No.
	[***]	 	 
	[***]	 	 
	 	 	 
	Application 3 - [***]
    (Long promoter)
	Application serial No.	Status	Patent/Publication No.
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 
	 	 	 
	Application 4 - [***] (MVA expression system)
	Application serial No.	Status	Patent/Publication No.
	[***]	 	 
	[***]	 	 
	[***]	 	 
	[***]	 	 


 






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