Dr Joy Barton
	 	Managing Partner and CEO
	 	Marquant Partners Ltd 
	 	145 - 157 St John St, EC1V 4PY 
	 	London, UK


 


Effective Date 01 October 2012


Dr. Michael G. Hanna Jr.


Chairman and CEO


Vaccinogen Inc.


 


Dear Mike:


 


We are pleased
that Vaccinogen (the “Company”) has chosen to engage Marquant Partners LLC (the “Advisors”, “we”
or “us”), to act as its advisor with respect to the Company’s partnering of HuMabs (Diagnostics and Therapy) - each project
being a ‘Strategic Transaction’.


 


We look forward to working with
you on this engagement, and have set forth below the agreed upon terms of our engagement.


 


As part
of our engagement, we will, if appropriate and if requested, and within the time schedule to be agreed upon:


 


(a)          design
an appropriate partnering strategy for partnering HuMabs’ for which that the Company may ask for our assistance;


 


(b)          review
and suggest improvements for presentation materials used in dialogue associated with a Strategic Transaction;


 


(c)          if
requested, assist you in analyzing and evaluating the business, operations and financial position of the Company as part of preparing
for a potential Strategic Transaction;


 


(d)          assist
you in preparing descriptive materials regarding the Company for distribution and presentation to potential partners as part of
exploring a Strategic Transaction;


 


(d)          assist
you in the preparation and implementation of a plan to have discussions with prospective partners;


 


(e)          assist
you in identifying and screening interested prospective partners;


 


(f)           assist
you in coordinating potential partners’ due diligence investigations;


 


(g)          assist
you in evaluating proposals received from potential partners as part of any Strategic Transaction;


 


(h)          assist
you in structuring and negotiating the financial aspects of any Strategic Transaction; and


 




    	 



    	 



    

 


(i)           be
available at your request to meet with your Board of Directors to discuss the proposed Strategic Transaction and its financial
implications.


 


You, the
Company will, of course, retain complete control and discretion over whether and when to proceed with any Strategic Transaction
including the terms thereof.


 


The work on this project will
be led by Dr. Joy Barton, who will be your primary contact. In connection with Advisors’ engagement, the Company will furnish Advisors
with all information concerning the Company which Advisors reasonably deems appropriate and will provide Advisors with access to
the Company’s officers, directors, employees, accountants, counsel and other representatives (collectively, the “Representatives”),
it being understood that Advisors will rely solely upon such information supplied by the Company and its Representatives without
assuming any responsibility for independent investigation or verification thereof.


 


All non-public information concerning
the Company that is given to Advisors in connection with this engagement will be used solely in the course of the performance of
our services hereunder and will be treated as Confidential and governed under the terms of the Confidentiality Agreement executed
between the parties and attached hereto.


 


As compensation for our services
hereunder, the Company agrees to pay Advisors the following aggregate compensation to be allocated between them as they determine:


 


(1)          a
monthly retainer in the amount of US$10,000 (ten thousand dollars)


 


(2)          a
Success Fee equal to eight percent (8%) of the total Transaction Value received by Company and/or its shareholders in respect of
a Strategic Transaction.


 


For the avoidance of doubt,
under (1) above, no payment shall be due and payable until the earlier of either (i) Company closes a financing round and
raises at least 10 million US$, or (ii) Company closes a Strategic Transaction, as contemplated in this agreement. Upon
Company’s request, invoices may be issued to support financial tracking activities.


 


The Success Fee is payable at
the closing of the Strategic Transaction, except where the Strategic Transaction is payable with an upfront and future contingent
payments, in which case the Success Fee is payable at the same time that the consideration is paid to Company.


 


No Success Fee will be due to
the Advisor on any Strategic Transaction that is consummated during the period of this agreement that was initiated by the Company
prior to the date of this agreement unless the Advisor has been requested by the Company to assist the Company and participate
in the negotiations of the specific Strategic Transaction. A list of those companies already contacted by the Company shall be
included as Annex B to this agreement.


 


For purposes of this Letter Agreement, “Transaction Value” shall mean the total consideration paid or payable (e.g., cash, property, stock, options, warrants
or other securities, consulting agreements, non-compete provisions, earnouts, excluded assets, that are intended as purchase consideration,
and deferred or escrowed consideration) to the Company and/or its shareholders.


 


The Company has no obligation
to pay any Success Fee if a Strategic Transaction is not consummated.





 




    	 



    	 



    




 


Promptly
upon request and regardless of whether a Financing and/or a Strategic Transaction occurs, the Company agrees to reimburse
Advisors in cash for all of Advisor’s reasonable out-of-pocket expenses (provided that a detailed overview of these
expenses is provided to the Company). Such expenses are not to be incurred without the Company’s prior consent and such
payment to be made within 30 days of request. In no case will the total of reimbursed expenses exceed $10,000 for the term of
this agreement unless any additional expenses over $10,000 are agreed to in writing (email) by both parties. For the purposes
of this agreement, the term “Strategic Transaction” shall be defined to include, whether in one or a series of
transactions, any of the following events that are the result of the activities and efforts of the Advisors as are assigned
by the terms of this agreement (except transactions otherwise excluded in this Agreement): (a) any partnering activity
(including but not limited to licensing, co-development and option structures), concerning HuMabs, that the Company requests
and (b) any merger, consolidation or other business combination pursuant to which the business of the Company is combined
with that of any other person (any such person, together with its subsidiaries and affiliates a “Strategic partner”);
(c) any other transaction in which a Strategic Partner(s) acquires thirty percent (30%) or more of the capital stock of the
Company whether by way of merger, business combination, stock purchase, tender offer, restructuring or reorganization or any
similar transaction regardless of whether the Company is the surviving entity and (d) any activity whereby Company is
financed for the development of HuMabs or its analogues whether in one or a series of transactions.


 


The Company
acknowledges that, subject to the prior written approval of the Company, Advisors may, at its option and expense, and after Company’s
announcement of the Strategic Transaction, place announcements and advertisements or otherwise publicize the Strategic Transaction,
unless otherwise prohibited by law or agreement among the parties to the Strategic Transaction. Furthermore, if requested by Advisors
and not otherwise prohibited, the Company shall include a  mutually acceptable reference to Advisors in any press release or other
public announcement made by the Company regarding the matters described in this letter.


 


The Company
will indemnify Advisors and hold them harmless for any action, claim, suit, investigation or proceeding, actual or threatened,
brought by any person, including stockholders of the Company, against Advisors, based on any representations made by the Company,
on which representations Advisors in good faith have relied; provided, however, that the Company will not indemnify Advisors and
hold them harmless with respect to claims arising out of Advisors’ fraud or intentional misrepresentation. If any claim or demand
is made against Advisors as to which the Company may be obligated to provide reimbursement, indemnification or contribution hereunder,
Advisors, within 5 working days after receipt of such claim or demand, shall notify the Company in writing and in reasonable detail
of such claim or demand. Thereafter, the Company shall have the right to assume and control the defense and settlement of any such
claim or demand.


 


Advisors
engagement hereunder may be terminated at any time, with or without cause, by either Advisors or the Company upon thirty days’
prior written notice thereof to the other party; provided, however, that in the event of any termination by the Company
in the absence of a material breach by Advisors, Advisors will continue to be entitled to their full Success Fee provided for herein
in the event that at any time prior to the expiration of twelve months after any such termination of this Agreement the Company
consummates a Strategic Transaction with a party introduced to the Company by the Advisors.


 


In no case
shall termination of the Advisors engagement hereunder affect the Company’s obligations to pay any other fees and expenses to the
extent provided for herein.


 


This agreement
contains the entire agreement of the parties with respect to the subject matter hereof and supersedes and take precedence over
all prior agreements or understandings, whether oral or written, between Advisors and the Company.


 


This agreement
cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by both parties. The
benefits of this agreement shall inure to the respective successors and assigns of the parties hereto and of the indemnified parties
hereunder and their successors and assigns and representatives, and the obligations and liabilities assumed in agreement by the
parties hereto shall be binding upon their respective successors and assigns.


 




    	 



    	 



    

 


This agreement
may not be assigned by any party without prior written consent of the other party hereto.


 


The invalidity
or unenforceability of any provision of this letter agreement shall not affect the validity or enforceability of any other provisions
of this agreement, which shall remain in full force and effect.


 


This agreement
may be executed in two or more counterparts, all of which together shall be considered a single instrument. This letter agreement
may not be amended or modified except in writing signed by each of the parties hereto.


 


All aspects of the relationship
created by this agreement shall be governed by and construed in accordance with the laws of State of Maryland.


 


We are delighted to accept this
engagement and look forward to working with you on this assignment. Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed duplicate of this agreement.


 


	Very truly yours,	 
	 	 
	/s/ JOY
    BARTON	 
	Joy Barton	 


 


Accepted and agreed to as of
the date first written above:


 


	By:	/s/
Michael G. Hanna, Jr.	 
	Michael G. Hanna, Jr., Ph.D.	 
	Chairman & Chief Executive Officer	 
	 	 	 
	By:	/s/ Andrew
    L. Tussing	 
	Andrew L. Tussing	 
	President & Chief Operating Officer