Exhibit 10.1





Confidential treatment has been requested for
portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated
as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.


 


EXECUTION VERSION







FIRST AMENDMENT TO PROTIVA-MONSANTO
SERVICES AGREEMENT


This FIRST AMENDMENT
TO PROTIVA-MONSANTO SERVICES AGREEMENT (this “First Amendment”), dated as of May 22, 2015, is by and
among Protiva Biotherapeutics, Inc., a British Columbia corporation and a wholly-owned subsidiary of Tekmira Pharmaceuticals
Corporation, a British Columbia corporation, (“Protiva”), Protiva Agricultural Development Company
Inc. (“PadCo”), a British Columbia corporation and a wholly-owned subsidiary of Protiva (the “Company”),
and Monsanto Company, a Delaware corporation (“Monsanto”). Protiva, the Company and Monsanto are
sometimes referred to herein individually as a “Party” and collectively as the “Parties”.


WHEREAS, the
Parties are parties to that certain Protiva-Monsanto Services Agreement, dated as of January 12, 2014 (the “Services
Agreement”) pursuant to which Monsanto agreed to provide Services relating to the evaluation of Compounds and/or
Formulations according to the Research Plan in in exchange for payment for such Services from Protiva; and


WHEREAS, concurrent
with the execution of this First Amendment, the Parties are entering into an amendment of that certain Option Agreement dated as
of January 12, 2014 (the “Third Amendment to Option Agreement”).


NOW, THEREFORE,
in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and
subject to the conditions set forth herein, the Parties agree as follows:


	1.		Amendment
                                         to Article 3.



	(a)		Section 3.1(a) of the Services Agreement is hereby amended by restating such
Section to read in its entirety as follows:



	“		(a)Protiva will make the following payments to Monsanto:



	(i)		[***] in research funding during Phase A of the Services as described in the Research
Plan, such amount to be paid by Protiva in four equal installments, with the first such installment due within fifteen (15) days
of the Effective Date, and the remaining three installments payable within fifteen (15) days of the end of the third, sixth, and
ninth full month, respectively, immediately following the Effective Date, an additional [***] in research funding during either
the Phase A Extension Election Period or the Phase A Extension Period (in each case, as defined in the Third Amendment to Option
Agreement) of the Services as described in the Amended Research Plan, such amount to be paid by Protiva within fifteen (15) Business
Days of the receipt of an invoice for such amount;



	(ii)		[***] in research funding during Phase B as described in the Research Plan, if Phase
B is initiated pursuant to Section 2(e)(iii) of the Option Agreement, such amount to be paid by Protiva in four equal installments,
with the first such installment due within fifteen (15) days of Monsanto’s payment to Protiva of the Option Phase B Initiation
Payment, and the remaining three installments payable within fifteen (15) days of the end of the third, sixth, and ninth full
month, respectively, immediately following the date of such Option Phase B Initiation Payment; and




    	 



    	



    




	(iii)		[***] in research funding during Phase C as described in the Research Plan, if Phase
C is initiated pursuant to Section 2(e)(iv) of the Option Agreement, such amount to be paid by Protiva in four equal installments,
with the first such installment due within fifteen (15) days of Monsanto’s payment to Protiva of the Option Phase C Initiation
Payment, and the remaining three installments payable within fifteen (15) days of the end of the third, sixth, and ninth full
month, respectively, immediately following the date of such Option Phase C Initiation Payment.”



	2.		Amendment
                                         to Exhibit C.



(a)               
EXHIBIT C – MATERIALS TRANSFER TRANSMITTAL attached to the Services
Agreement is hereby amended, restated and replaced by EXHIBIT C – MATERIALS TRANSFER
TRANSMITTAL attached to this First Amendment.


	3.		Miscellaneous



(a)               
Definitions. For all purposes of this First Amendment, all capitalized terms not otherwise defined herein shall
have the meanings given to them in the Services Agreement.


(b)              
No Other Amendments. Except as set forth in this First Amendment, the Services Agreement, as modified by this First
Amendment, remains in full force and effect.


(c)               
Interpretation. When a reference is made in this First Amendment to an Exhibit or Section, such reference shall be
to an Exhibit attached to or a Section included in the Services Agreement unless otherwise indicated. The headings contained in
this First Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this First
Amendment.


(d)              
Counterparts. This First Amendment may be executed in one or more counterparts, all of which shall be considered
one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties
and delivered to the other Parties. Delivery of an executed counterpart of this First Amendment by facsimile or other electronic
image scan transmission shall be effective as delivery of an original counterpart hereof.


(e)               
Severability. If any one or more of the provisions contained in this First Amendment or
the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired
thereby, unless the absence of the invalidated provision(s) adversely affects the substantive rights of the Parties. The Parties
will in such an instance use their reasonable best efforts to replace the invalid, illegal or unenforceable provision(s) with valid,
legal and enforceable provision(s) which, insofar as practical, implement the purposes of this First Amendment.



    	 



    	 



    




(f)               
Amendments and Waivers. Except as otherwise set forth in this First Amendment, this First Amendment may not be modified,
amended or rescinded, in whole or part, except by a written instrument signed by the Parties. No delay or omission by any Party
hereto in exercising any right or power occurring upon any noncompliance or default by any other Party with respect to any of the
terms of this First Amendment will impair any such right or power or be construed to be a waiver thereof. A waiver by any of the
Parties of any of the covenants, conditions or agreements to be performed by the other will not be construed to be a waiver of
any succeeding breach thereof or of any other covenant, condition or agreement herein contained.


(g)              
Applicable Law; Jurisdiction. This First Amendment shall be governed and interpreted in accordance with the substantive
laws of the State of New York, excluding its conflicts of laws principles. In the event any action shall be brought to enforce
or interpret the terms of this First Amendment, the Parties agree that such action will be brought in the State or Federal courts
located in New York, New York. Each of the Parties hereby irrevocably submits with regard to any action or proceeding for itself
and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts. Each of
the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in
any action or proceeding with respect to this First Amendment, (a) any claim that it is not personally subject to the jurisdiction
of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt
or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest
extent permitted by Applicable Law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum,
(ii) the venue of such suit, action or proceeding is improper, and (iii) this First Amendment, or the subject matter hereof, may
not be enforced in or by such courts.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 



    	 



    	 



    




IN WITNESS
WHEREOF, the Parties hereto by their duly authorized representatives have caused this First Amendment to be executed and delivered
as of the date first shown above.


	 	 	PROTIVA Biotherapeutics, Inc.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	 	 
	 	 	PROTIVA AGRICULTURAL DEVELOPMENT COMPANY, INC.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	MONSANTO COMPANY
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	Robert M. McCarroll, Ph. D.
	 	 	Title:	Vice President, Chemistry Technology






[Signature Page to First Amendment to Services
Agreement]








    	 



    	 



    




 


EXHIBIT
C – MATERIALS TRANSFER TRANSMITTAL


[Attached]


 


 


 






    	 



    	 



    

 


MATERIALS TRANSFER TRANSMITTAL


 


[_________] [__], 20[__]


 


 


Providing Party:


[Name]


[Address 1]


[Address 2]


 


Receiving Party:


[Name]


[Address 1]


[Address 2]


 


 


		1.1	The following list of materials (the “Materials”) and a description of each
is herewith provided by the Providing Party (named below) to the Receiving Party (named below) along with this Materials Transfer
Transmittal (this “Transmittal”). These materials are being provided pursuant to the Protiva-Monsanto Services
Agreement (the “Agreement”), dated as of [____], 2013, by and among Protiva Biotherapeutics, Inc., a Delaware
corporation and a wholly-owned subsidiary of [Tekmira], a Canadian corporation, (“Protiva”), [AGNEW-CO], a Canadian
[___] and a wholly-owned subsidiary of Protiva (“Company”), and Monsanto Company, a Delaware corporation (“Monsanto”).
The Receiving Party acknowledges and agrees that the materials described herein shall be used solely in connection with the performance
of the Services contemplated by the Agreement and the PadCo-Protiva Services Agreement and the licenses for such use provided by
one party to the other. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.



 


[List here the materials and a brief description
of each, including a marking that materials are believed by Providing Party to be confidential information of the providing party
or a third party or any combination thereof, or otherwise. Attach additional pages if needed. ]


 


		1.2	The Receiving Party acknowledges receipt of the Materials. The Receiving Party may refuse to accept
the Materials from a Providing Party by promptly returning all applicable Materials to the Providing Party without any use thereof
being made and providing written notice of such return to the Providing Party.



 


		1.3	This Transmittal shall become effective upon the date first written above and shall continue in
full force and effect thereafter and be co-extensive and subject to the Agreement.



 


		1.4	This Transmittal may only be terminated in accordance with the provisions of the Agreement. In
the event that the Agreement and this Transmittal are terminated, the Receiving Party will give the Providing Party an inventory
of the Materials in the Receiving Party’s possession and at the time of such termination and such remaining Materials shall
be treated as specified in the Agreement.



 



    	 



    	 



    




[Note: The materials shipment should be
addressed to, and receipt acknowledged by, the Receiving Party's designee by initialing or executing either (i) duplicate originals
of this Transmittal or (ii) a scanned copy of this Transmittal in “PDF” or similar digital format, in either case,
with a copy returned to the Providing Party to the attention of the undersigned designee of the Providing Party]


 


	
        Providing Party:

        [NAME]

         

        By:                                                             

        Name:

        Title:

        Address:
	
        Receiving Party:

        [NAME]

         

        By:                                                                      

        Name:

        Title:

        Address: