Exhibit 10.4


 


		 	Amendment
4 to Technology License Agreement
	 	 	BUSINESS CONFIDENTIAL
    – PROTECTED B


 


THIS
IS AN AMENDING AGREEMENT (hereinafter referred to as the “Amendment #4”)


 


	BETWEEN: NATIONAL
  RESEARCH COUNCIL OF CANADA	(called “NRC” )




 


a
Departmental Corporation” forming part of the Government of Canada, which corporation was created by


Act
of Parliament, R.S.C. 1985, c. N-15 whose head office address is: 1200 Montreal Road, Ottawa, Ontario K1A 0R6 Canada


 


Human
Health Therapeutics (HHT) Research Centre located at:


6100
Royalmount Avenue, Montreal, Quebec H4P 2R2 Canada


 


	 	Scientific contacts:	Yves Durocher	yves.durocher@cnrc-nrc.gc.ca
	 	Business contact: 	Alexandre Serrano – 	alexandre.serrano@cnrc-nrc.gc.ca


 


	AND:	ORAGENICS, INC.	(called the “Licensee”)


 


a
corporation under the laws of the state of Florida, the United States of America whose address is: 4902 Eisenhower Boulevard –
Suite 125- Tampa, Florida, 33634, U.S.A. Contact: Michael Sullivan – Email: msullivan@oragenics.com


 


(Hereinafter
jointly referred to as “the Parties” and each, a “Party”)


 


WHEREAS
the Parties entered into a Technology License Agreement signed by NRC on July 26, 2021 [NRC ref. #A-0039781] (called the “Original
Agreement”) by which NRC granted a licence for internal R&D and Commercial purposes to the Licensee.


 


WHEREAS
the Parties wish to amend the Original Agreement.


 


IN
CONSIDERATION of the mutual covenants hereunder, the Parties agree as follows:


 


	 	1.	The Original Agreement shall be read with
    the amended terms stated below. With respect to all other terms, the Parties confirm the Original Agreement.
	 	 	 
	 	2.	The Parties hereby agree to add the following
    definition to the Original Agreement:
	 	 	 
	 	 	 	1.36 “Additional
    Protocol” means a research protocol developed by the NRC “ELISA titer assay for qualifying Wuhan spike protein productivity”
    that the NRC agrees to consider part of the NRC Technology subject to the full payment of the Additional Protocol Fees.
	 	 	 	 
	 	3.	The Parties hereby agree to add the following definition to the Original Agreement:
	 	 	 
	 	 	 	1.37 “Additional
    Protocol Fees” means a one-time payment of $50,000 USD paid by the Licensee to the NRC for the transfer of the Additional
    Protocol and a sample of Reagents.
	 	 	 	 
	 	4.	The Parties
    hereby agree to add the following definition to the Original Agreement:
	 	 	 
	 	 	 	1.38 “Reagents”
    means 3mg of research grade recombinant ACE2 receptor protein and 15uL of research grade anti-SARS-CoV2 llama serum that the NRC
    agrees to consider part of the NRC Technology. For clarity, any additional Reagents to be requested by the Licensee shall be subject
    to the payment of the then applied NRC’s standard fees.
	 	 	 	 
	 	5.	The Parties
    hereby agree to replace the definition of the NRC Technology (Section 1.13 in the Original Agreement) in its entirety with the following
    definition:
	 	 	 
	 	 	 	“NRC Technology”
    means the NRC inventions (not necessarily patentable), Patents, trade secrets Know-How, copyright, biological material, designs,
    and/or technical information created by or on behalf of the NRC relating to the Stable Cells, and if available, NRC’s protocols,
    Additional Protocol and Reagents, processes or methods for the production of Drug Substance.


 




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		 	Amendment
4 to Technology License Agreement
	 	 	BUSINESS CONFIDENTIAL
    – PROTECTED B





 


	 	6.	The Parties hereby agree to add the following
    section to the Original Agreement:
	 	 	 	 
	 	 	 	2.6.3 Delivery of Reagents:
    Upon signing this Amendment #4 and the Licensee’s full payment of the Additional Protocol Fees, the NRC shall within thirty
    (30) days, transfer the Reagents and the Additional Protocol to the Licensee.
	 	 	 	 
	 	7.	The Parties hereby agree to add the following
    section to the Original Agreement:
	 	 	 	 
	 	 	 	3.22 Additional Protocol Fees payment: Upon
    signing this Amendment #4, the Licensee shall within thirty (30) days, pay to the NRC the Additional Protocol Fees.
	 	 	 	 
	 	8.	This Agreement may be executed in one or
    more counterparts and by the difference parties hereto in separate counterparts, each of which when executed shall be deemed to be
    an original but all of which taken together shall constitute one valid and binding Agreement. A portable document format (PDF) copy
    of an executed counterpart signature page will be as valid as an originally executed counterpart for purposes of signing this Agreement.


 


SIGNED
by the licensee at Tampa, Florida, U.S.A.


 


	 	 	 	ORAGENICS, INC.
	 	 	 	 	 
	Date: 	07/05/2022	 	Per:	/s/
    Kimberly Murphy
	 	 	 	 	CEO,
President


 


SIGNED
by the NRC at Ottawa, Ontario, Canada


 


	 	 	 	NATIONAL RESEARCH COUNCIL OF CANADA
	 	 	 	 	 
	Date:	07/06/2022	 	Per:	/s/
Susan Twine, A
	 	 	 	 	Director
General
	 	 	 	 	Human
Health Therapeutics Research Centre


 




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