Exhibit
10.3


 


 


 


Consortium
Agreement


 




    	 



    	 



    



  


Table
of Content


 


	Change
    Records	 
	REMARKS	 
	CONSORTIUM
    AGREEMENT	3
	Section
    1: Definitions	4
	Section
    2: Purpose	5
	Section
    3: Entry into force, duration and termination	5
	Section
    4: Responsibilities of Parties	6
	Section
    5: Liability towards each other	7
	Section
    6: Governance structure	8
	Section
    7: Financial provisions	12
	Section
    8: Foreground	14
	Section
    9: Access Rights	16
	Section
    10: Non-disclosure of information	19
	Section
    11: Miscellaneous	21
	Section
    12: Signatures	23
	[Attachment
    1: Background included]	
	[Attachment
    2: Background excluded]	
	[Attachment
    3: Accession document]	
	[Attachment
    4: Listed Affiliated Entities]	
	[Attachment
    5: List of third parties	





 






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CONSORTIUM
AGREEMENT


 


THIS
CONSORTIUM AGREEMENT is based upon 


REGULATION
(EC) No 1906/2006 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 18 December 2006 laying down the rules for the participation
of undertakings, research centres and universities in actions under the Seventh Framework Programme and for the dissemination
of research results (2007-2013) hereinafter referred to as Rules for Participation and the European Commission Grant Agreement,
adopted on 10 April 2007, Version 6 adopted on 24 January 2011, hereinafter referred to as the Grant Agreement or EC-GA and Annex
II adopted on 10 April 2007, hereinafter referred to as Annex II of the EC-GA, and is made on 2013-10-01, hereinafter referred
to as “Effective Date” 


 


BETWEEN:


Prof.
Dr. H. W. Frijlink,

the Coordinator 


 


Partner
1a: Rijksuniversiteit Groningen, Department of Pharmaceutical Technology and Biopharmacy, (The Netherlands)


 


and


 


Partner
1b: Rijksuniversiteit Groningen, Department of Pharmacoepidemiology & Pharmacoeconomics, (The Netherlands)


 


Partner
2a: Academisch Ziekenhuis Groningen, Department of Medical Microbiology, Molecular Virology Section, (The Netherlands)


 


Partner
2b: : Academisch Ziekenhuis Groningen, Trial Coordination Center, (The Netherlands)


 


Partner
3: PepTcell Ltd, United Kingdom


 


Partner
4: BiondVax Pharmaceuticals Ltd, Nes Ziona, (Israel)


 


Partner
5: Retroscreen Virology LtD. (United Kingdom)


 


Partner
6: Medicines and Healthcare products Regulatory Agency (United Kingdom).


 


Partner7a
Statens Serum Institut, SSI-Adjuvant (Denmark)


 


Partner7b
Statens Serum Institut, SSI-DNA Vac, Copenhagen (Denmark)


 


Partner
8 Országos Epidemiológiai Központ (Hungary)


 


Partner
9: NASJONALT FOLKEHELSEINSTITUTT, Div. Infectious Disease Control (Norway)


 


Partner
10 Robert Koch Institute RKI (Germany)


 


Partner
11: Goeteborgs Universitet, Mucosal Immunobiology and Vaccine Centre, (Sweden)


 


Partner
12 Isconova AB, (Sweden)


  


hereinafter,
jointly or individually, referred to as ”Parties” or ”Party”


 


relating
to the Project entitled


 






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Universal
Influenza Vaccines Secured


 


[


 


in
short


 


UNISEC


hereinafter
referred to as “Project”


 


WHEREAS:


The
Parties, having considerable experience in the field concerned, have submitted a proposal for the Project to the European Commission
as part of the Seventh Framework Programme of the European Community for Research, Technological Development and Demonstration
Activities under the funding scheme of “Collaborative Project”.


 


The
Parties wish to specify or supplement binding commitments among themselves in addition to the provisions of the EC-GA. 


 


The
Parties are aware that this Consortium Agreement is based upon the DESCA model consortium agreement and that explanations to the
DESCA model are available at www.DESCA-FP7.eu.


 


NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


Section
1: Definitions 


1.1
Definitions 


Words
beginning with a capital letter shall have the meaning defined either herein or in the Rules for Participation or in the Grant
Agreement including its Annexes without the need to replicate said terms herein.


 


1.2
Additional Definitions 


“Consortium
Plan”


 


Consortium
Plan means the description of the work and the related agreed Consortium Budget, including the payment schedule, as updated and
approved by the General Assembly.


  


“Consortium
Budget”


 


Consortium
Budget means the allocation of all the resources in cash or in kind for the activities as defined in Annex I of the Grant Agreement
and in the Consortium Plan thereafter. 


 


“Defaulting
Party”


 


Defaulting
Party means a Party which the General Assembly has identified to be in breach of this Consortium Agreement and/or the Grant Agreement
as specified in Article 4.2 of this Consortium Agreement.


 


“Needed”



 


means:


 


For
the implementation of the Project:


Access
Rights are Needed if, without the grant of such Access Rights, carrying out the tasks assigned to the recipient Party would be
impossible, significantly delayed, or require significant additional financial or human resources.


 






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For
Use of own Foreground:


Access
Rights are Needed if, without the grant of such Access Rights, the Use of own Foreground would be technically or legally impossible.


 


“Software”


 


Software
means sequences of instructions to carry out a process in, or convertible into, a form executable by a computer and fixed in any
tangible medium of expression. 


 


Section
2: Purpose


The
purpose of this Consortium Agreement is to specify with respect to the Project the relationship among the Parties, in particular
concerning the organisation of the work between the Parties, the management of the Project and the rights and obligations of the
Parties concerning inter alia liability, Access Rights and dispute resolution.


 


Section
3: Entry into force, duration and termination


3.1
Entry into force


An
entity becomes a Party to this Consortium Agreement upon signature of this Consortium Agreement by a duly authorised representative.



 


This
Consortium Agreement shall have effect from the Effective Date identified at the beginning of this Consortium Agreement.


 


A
new Party enters the Consortium upon signature of the accession document Attachment 3 by the new Party and the Coordinator. Such
accession shall have effect from the date identified in the accession document.


 


3.2
Duration and termination


This
Consortium Agreement shall continue in full force and effect until complete fulfillment of all obligations undertaken by the Parties
under the EC-GA and under this Consortium Agreement.


 


However,
this Consortium Agreement or the participation of one or more Parties to it may be terminated in accordance with the terms of
this Consortium Agreement and Annex II of the ( EC-GA Article II.37. and II.38.). 


 


If
the Commission does not award the EC-GA or terminates the EC-GA or a Party's participation in the EC-GA, this Consortium Agreement
shall automatically terminate in respect of the affected Party/ies, subject to the provisions surviving the expiration or termination
under Art. 3.3 of this Consortium Agreement. 


 


3.3
Survival of rights and obligations


The
provisions relating to Access Rights and Confidentiality, for the time period mentioned therein, as well as for Liability, Applicable
law and Settlement of disputes shall survive the expiration or termination of this Consortium Agreement. 


 


Termination
shall not affect any rights or obligations of a Party leaving the Consortium incurred prior to the date of termination, unless
otherwise agreed between the General Assembly and the leaving Party. This includes the obligation to provide all input, deliverables
and documents for the period of its participation.


 




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Section
4: Responsibilities of Parties


 


4.1
General principles


Each
Party undertakes to take part in the efficient implementation of the Project, and to cooperate, perform and fulfill, promptly
and on time, all of its obligations under the EC-GA and this Consortium Agreement as may be reasonably required from it and in
a manner of good faith as prescribed by Belgian law


 


Each
Party undertakes to notify promptly, in accordance with the governance structure of the Project, any significant information,
fact, problem or delay likely to affect the Project.


 


Each
Party shall promptly provide all information reasonably required by a Consortium Body or by the Coordinator to carry out its tasks.


 


Each
Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Parties.


 


4.2
Breach 


In
the event a responsible Consortium Body identifies a breach by a Party of its obligations under this Consortium Agreement or the
EC-GA (e.g.: a partner producing poor quality work), the Coordinator or the party appointed by the General Assembly if the Coordinator
is in breach of its obligations under this Consortium Agreement or the EC-GA will give written notice to such Party requiring
that such breach be remedied within 30 calendar days.


 


If
such breach is substantial and is not remedied within that period or is not capable of remedy, the General Assembly may decide
to declare the Party to be a Defaulting Party and to decide on the consequences thereof which may include termination of its participation .


 


4.3
Involvement of third parties


A
Party that enters into a subcontract or otherwise involves third parties (including but not limited to Affiliated Entities) in
the Project remains solely responsible for carrying out its relevant part of the Project and for such third party’s compliance
with the provisions of this Consortium Agreement and of the EC-GA. It has to ensure that the involvement of third parties does
not affect the rights and obligations of the other Parties under this Consortium Agreement and the EC-GA. 


 




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Section
5: Liability towards each other


 


5.1
No warranties


In
respect of any information or materials (incl. Foreground and Background) supplied by one Party to another under the Project,
no warranty or representation of any kind is made, given or implied as to the sufficiency or fitness for purpose nor as to the
absence of any infringement of any proprietary rights of third parties. 


 


Therefore,



-
the recipient Party shall in all cases be entirely and solely liable for the use to which it puts such information and materials,
and


-
no Party granting Access Rights shall be liable in case of infringement of proprietary rights of a third party resulting from
any other Party (or its Affiliates) exercising its Access Rights.


 


5.2
Limitations of contractual liability


No
Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited
to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a wilful act or by a breach of
confidentiality.


 


A
Party’s aggregate liability towards the other Parties collectively shall be limited to once the Party’s share of the
total costs of the Project as identified in Annex I of the EC-GA provided such damage was not caused by a wilful act or gross
negligence. 


 


The
terms of this Consortium Agreement shall not be construed to amend or limit any Party’s statutory liability.


 


If
one or more Parties wishes to transfer any material, including but not limited to information that constitutes Background or Foreground,
such transfer shall be performed in accordance with and subject to a separate material transfer agreement, to be agreed upon by
the specific Parties involved,


  


5.3
Damage caused to third parties


Each
Party shall be solely liable for any loss, damage or injury to third parties resulting from the performance of the said Party’s
obligations by it or on its behalf under this Consortium Agreement or from its use of Foreground or Background.


 


5.4
Force Majeure


No
Party shall be considered to be in breach of this Consortium Agreement if such breach is caused by Force Majeure. Each Party will
notify the competent Consortium Bodies of any Force Majeure without undue delay. If the consequences of Force Majeure for the
Project are not overcome within 6 weeks after such notification, the transfer of tasks - if any - shall be decided by the competent
Consortium Bodies. 


 




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Section
6: Governance structure 


Governance
structure for Small Collaborative Projects


 


6.1
General structure


The
General Assembly is the decision-making body of the Consortium. In the project it is defined as the executive committee.


 


The Coordinator
is the legal entity acting as the intermediary between the Parties and the European Commission. The Coordinator shall, in addition
to its responsibilities as a Party, perform the tasks assigned to it as described in the EC-GA and this Consortium Agreement.



 


The
Management Support Team (in the project defined as the project office) assists the General Assembly and the Coordinator.


 


6.2
Members


The
General Assembly shall consist of one representative of each Party (hereinafter referred to as “Member”).


 


Each
Member shall be deemed to be duly authorised to deliberate, negotiate and decide on all matters listed in Article 6.3.6 of this
Consortium Agreement.


 


The
Coordinator shall chair all meetings of the General Assembly, unless decided otherwise by the General Assembly. 


 


The
Parties agree to abide by all decisions of the General Assembly.


 


This does not prevent the Parties from submitting a dispute for
resolution in accordance with the provisions of settlement of disputes in Article 11.8 of this Consortium Agreement.


 


6.3
Operational procedures for the General Assembly


6.3.1
Representation in meetings


Any
Member:


 


		-	should
                                         be present or represented at any meeting;



		-	may
                                         appoint a substitute or a proxy to attend and vote at any meeting; and



		-	shall
                                         participate in a cooperative manner in the meetings.









 


6.3.2
Preparation and organisation of meetings


6.3.2.1
Convening meetings:


The
chairperson shall convene ordinary meetings of the General Assembly at least once every six months and shall also convene extraordinary
meetings at any time upon written request of any Member.


 


6.3.2.2
Notice of a meeting:


The
chairperson shall give notice in writing of a meeting to each Member as soon as possible and no later than 14 calendar days preceding
an ordinary meeting and 7 calendar days preceding an extraordinary meeting.


 






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6.3.2.3
Sending the agenda:


The
chairperson shall send each Member a written original agenda no later than 14 calendar days preceding the ordinary meeting, or
7 calendar days before an extraordinary meeting.


 


6.3.2.4 Adding agenda items:


Any
agenda item requiring a decision by the Members must be identified as such on the agenda. 


 


Any
Member may add an item to the original agenda by written notification to all of the other Members no later than 7 calendar days
preceding the ordinary meeting or 3 calendar days before an extraordinary meeting. 


 


6.3.2.5
During a meeting of the General Assembly the Members present or represented can unanimously agree to add a new item to the original
agenda.


 


6.3.2.6
Any decision may also be taken without a meeting if the chairperson circulates to all Members a written document which is then
signed by the defined majority of Members (see Article 6.3.3 of this Consortium Agreement).


 


6.3.2.7
Meetings of the General Assembly may also be held by teleconference or other telecommunication means.


 


6.3.2.8
Decisions will only be binding once the relevant part of the minutes has been accepted according to Article 6.3.5 of this Consortium
Agreement.


 


6.3.3
Voting rules and quorum 


6.3.3.1
The General Assembly shall not deliberate and decide validly unless two-thirds (2/3) of its Members are present or represented
(quorum). 


 


6.3.3.2
Each Member shall have one vote.


 


6.3.3.3
Defaulting Parties may not vote. 


 


6.3.3.4
Decisions shall be taken by a majority of two-thirds (2/3) of the votes.


 


6.3.4
Veto rights


6.3.4.1
A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate
interests would be severely affected by a decision of the General Assembly may exercise a veto with respect to the corresponding
decision or relevant part of the decision. 


 


6.3.4.2
When the decision is foreseen on the original agenda, a Member may veto such a decision during the meeting only.


 


6.3.4.3
When a decision has been taken on a new item added to the agenda before or during the meeting, a Member may veto such decision
during the meeting and within 15 days after the draft minutes of the meeting are sent.


 


6.3.4.4
In case of exercise of veto, the Members shall make every effort to resolve the matter which occasioned the veto to the general
satisfaction of all Members.


 


6.3.4.5
A Party may not veto decisions relating to its identification as a Defaulting Party. The Defaulting Party may not veto decisions
relating to its participation and termination in the Consortium or the consequences of them.


 


6.3.4.6
A Party requesting to leave the Consortium may not veto decisions relating thereto.


 






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6.3.5
Minutes of meetings


6.3.5.1
The executive officer shall produce written minutes of each meeting which shall be the formal record of all decisions taken. He
shall send draft minutes to all Members within 14 calendar days of the meeting.


 


6.3.5.2
The minutes shall be considered as accepted if, within 15 calendar days from sending, no Member has objected in writing to the
chairperson with respect to the accuracy of the draft of the minutes. 


 


6.3.5.3
The chairperson shall send the accepted minutes to all the Members of the General Assembly, and to the Coordinator, who shall
safeguard them. If requested the Coordinator shall provide authenticated duplicates to Parties.


 


6.3.6
Decisions of the General Assembly


The
General Assembly shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures
set out herein. 


  


The
following decisions shall be taken by the General Assembly:


 


Content,
finances and intellectual property rights


 


		-	Proposals
                                         for changes to Annex I of the EC-GA to be agreed by the European Commission



		-	Changes
                                         to the Consortium Plan (including the Consortium Budget)



		-	Withdrawals
                                         from Attachment 1 (Background included)



		-	Additions
                                         to Attachment 2 (Background excluded)



		-	Additions
                                         to Attachment 4 (Listed Affiliated Entities)



		-	Additions
                                         to Attachment 5 (List of Third Parties)



  


Evolution
of the Consortium


 


		-	Entry
                                         of a new Party to the Consortium and approval of the settlement on the conditions of
                                         the accession of such a new Party



		-	Withdrawal
                                         of a Party from the Consortium and the approval of the settlement on the conditions of
                                         the withdrawal



		-	Declaration
                                         of a Party to be a Defaulting Party 



		-	Remedies
                                         to be performed by a Defaulting Party



		-	Termination
                                         of a Defaulting Party’s participation in the Consortium and measures relating thereto



		-	Proposal
                                         to the European Commission for a change of the Coordinator



		-	Proposal
                                         to the European Commission for suspension of all or part of the Project



		-	Proposal
                                         to the European Commission for termination of the Project and the Consortium Agreement



 


Appointments


 


Agree
on the Members of the Management Support Team, upon a proposal by the Coordinator.


  


In
the case of abolished tasks as a result of a decision of the General Assembly, Members shall rearrange the tasks of the Parties
concerned. Such rearrangement shall take into consideration the legitimate commitments taken prior to the decisions, which cannot
be cancelled.


 






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6.4
Coordinator


6.4.1
The Coordinator shall be the intermediary between the Parties and the European Commission and shall perform all tasks assigned
to it as described in the EC-GA and in this Consortium Agreement.


 


6.4.2
In particular, the Coordinator shall be responsible for:


		-	monitoring
                                         compliance by the Parties with their obligations



		-	keeping
                                         the address list of Members and other contact persons updated and available



		-	collecting,
                                         reviewing and submitting information on the progress of the Project and reports and other
                                         deliverables (including financial statements and related certification) to the European
                                         Commission



		-	preparing
                                         the meetings, proposing decisions and preparing the agenda of General Assembly meetings,
                                         chairing the meetings, preparing the minutes of the meetings and monitoring the implementation
                                         of decisions taken at meetings



		-	transmitting
                                         promptly documents and information connected with the Project,



		-	administering
                                         the financial contribution of the Union and fulfilling the financial tasks described
                                         in Article 7.3



		-	providing,
                                         upon request, the Parties with official copies or originals of documents which are in
                                         the sole possession of the Coordinator when such copies or originals are necessary for
                                         the Parties to present claims.



 


6.4.3
If the Coordinator fails in its coordination tasks, the General Assembly may propose to the European Commission to change the
Coordinator.


 


6.4.4
The Coordinator shall not be entitled to act or to make legally binding declarations on behalf of any other Party and shall only
act as instructed by the General Assembly.


 


6.4.5
The Coordinator shall not enlarge its role beyond the tasks specified in this Consortium Agreement and in the EC-GA. 


  


6.5
Management Support Team


The
Management Support Team shall be proposed by the Coordinator. It shall be appointed by the General Assembly and shall assist and
facilitate the work of the General Assembly.


 


The
Management Support Team shall provide assistance to the Coordinator for executing the decisions of the General Assembly. It shall
be responsible for the day-to-day management of the Project.


 


6.6
External Expert Advisory Board (EEAB). In the project defined as the Scientific Advisory Board. 


An
External Expert Advisory Board (EEAB) will be appointed and steered by the General Assembly. The EEAB shall assist and facilitate
the decisions made by the General Assembly. A member of the EEAB shall be required to sign a non-disclosure agreement, that has
been approved by the General Assembly by no later than 30 days after nomination to the EEAB or before any confidential information
will be provided to an EEAB member, whichever date is earlier. The Coordinator shall write the minutes of the EEAB meetings and
prepare the EEAB's suggestions and bring them before the General Assembly for approval and implementation. The EEAB members shall
be allowed to participate in General Assembly meetings upon invitation but have not any voting rights.


 




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Section
7: Financial provisions


7.1
General Principles


7.1.1
Distribution of Financial Contribution


The
financial contribution of the Union to the Project shall be distributed by the Coordinator according to:


 


		-	the
                                         Consortium Budget as included in the Consortium Plan



		-	the
                                         approval of reports by the European Commission, and



		-	the
                                         provisions of payment in Article 7.3.



 


A
Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.


 



7.1.2
Justifying Costs


In
accordance with its own usual accounting and management principles and practices, each Party shall be solely responsible for justifying
its costs with respect to the Project towards the European Commission. Neither the Coordinator nor any of the other Parties shall
be in any way liable or responsible for such justification of costs towards the European Commission.


 


7.1.3
Funding Principles


A
Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified
eligible costs only. 


 


A
Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible
costs up to an amount not exceeding that share. 


 


7.1.4
Financial Consequences of the termination of the participation of a Party


A
Party leaving the Consortium shall refund all payments it has received except the amount of contribution accepted by the European
Commission or another contributor. Furthermore a Defaulting Party shall, within the limits specified in Article 5.2 of this Consortium
Agreement, bear any reasonable and justifiable additional costs occurring to the other Parties in order to perform its and their
tasks. Any additional costs which are not covered by the Defaulting Party shall in principle be apportioned to the remaining Parties
pro rata to their share in the total costs of the Project as identified in the Consortium Budget .


 


7.2
Budgeting


The
Consortium Budget shall be valued in accordance with the usual accounting and management principles and practices of the respective
Parties. 


 


7.2.1
Budgeted costs eligible for 100% reimbursement 


		-	not
used



 


7.2.2
Budgeting of coordination costs


Not
used


 






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7.3
Payments


7.3.1
Payments to Parties are the exclusive tasks of the Coordinator. 


 


In
particular, the Coordinator shall:


 


		-	notify
                                         the Party concerned promptly of the date and composition of the amount transferred to
                                         its bank account, giving the relevant references



		-	perform
                                         diligently its tasks in the proper administration of any funds and in maintaining financial
                                         accounts



		-	undertake
                                         to keep the Community financial contribution to the Project separated from its normal
                                         business accounts, its own assets and property, except if the Coordinator is a Public
                                         Body or is not entitled to do so due to statutory legislation.



 


7.3.2


The
payment schedule, which contains the transfer of pre-financing and interim payments to Parties, will be handled according to the
following : 


 


Funding
of costs included in the Consortium Plan will be paid to Parties by the Coordinator after receipt from the EU-Commission without
undue delay and in any case before 30 days from receipt thereof and in conformity with the provisions of Annex II of the EC-GA.
Costs accepted by the EU-Commission will be paid to the Party concerned, taking into account the amounts already paid for the
reporting period concerned.


 


The
Coordinator is entitled to withhold any payments due to a Party identified by a responsible Consortium Body to be in substantial
breach of its obligations under this Consortium Agreement or the EC-GA” or to a Beneficiary which has not yet signed this
Consortium Agreement. 


The
Coordinator is entitled to recover any payments already paid to a Defaulting Party.


 




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Section
8: Foreground


Regarding
Foreground, EC-GA Article II.26. - Article II.29. shall apply with the following additions and amendments 


 


8.1
Joint ownership


Joint
ownership of Foreground shall not arise from the analysis per se (i.e. without actually using the Background and/or Foreground
of the other Party) of a product or formulation for which one beneficiary already owns all the Background.


 


Where
joint ownership shall arise, is when a new product is developed and/or created for which the Background is not entirely owned
by one of the beneficiaries. Each of the joint owners shall be entitled to use for its own research purposes the joint Foreground
as it sees fit. Exclusive or non-exclusive licences can only be granted when agreed between the joint owners. 


 


The
joint owners shall agree on all protection measures and the division of related cost in advance.


  


8.2
Transfer of Foreground 


8.2.1
Each Party may transfer ownership of its own Foreground following the procedures of the EC-GA Article II 27.


 


8.2.2
Each party may identify specific third parties it intends to transfer the ownership of its Foreground to in Attachment (5) to
this Consortium Agreement. The other Parties hereby waive their right to object to a transfer to listed third parties according
to the EC-GA Article II.27.3.


  


8.2.3
The transferring Party shall, however, notify the other Parties of such transfer in a timely fashion and shall ensure that the
rights of the other Parties will not be affected by such transfer. 


Any
addition to Attachment (5) after signature of this Agreement requires a decision of the General Assembly.


 


8.2.4
The Parties recognize that in the framework of a merger or an acquisition of an important part of its assets, a Party may be subject
to confidentiality obligations which prevent it from giving the full 45 days prior notice for the transfer as foreseen in the
EC-GA, Article II 27.2.


  


8.3
Dissemination 


8.3.1
Publication  


8.3.1.1
Dissemination activities including but not restricted to publications and presentations shall be governed by the procedure of
Article II.30.3 of the EC-GA subject to the following provisions. 


 


Prior
notice of any planned publication shall be given to the other Parties concerned at least 45 days before the publication. Any objection
to the planned publication shall be made in accordance with the GA in writing to the Coordinator and to any Party concerned within
30 days after receipt of the notice. If no objection is made within the time limit stated above, the publication is permitted.
For the sake of clarity, a Party which has provided Material and / or Background related to the proposed publication to the Party
wishing to publish is considered to have contributed to the publication. 


 


8.3.1.2
An objection is justified if 


(a)
the objecting Party's legitimate academic or commercial interests are compromised by the publication; or 


(b)
the protection of the objecting Party's Foreground or Background is adversely affected. 


 


The
objection has to include a precise request for necessary modifications.


 






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8.3.1.3
If an objection has been raised the involved Parties shall discuss how to overcome the justified grounds for the objection on
a timely basis (for example by amendment to the planned publication and/or by protecting information before publication) and the
objecting Party shall not unreasonably continue the opposition if appropriate actions are performed following the discussion.


  


8.3.2
Publication of another Party’s Foreground or Background 


For
the avoidance of doubt, a Party shall not publish Foreground or Background of another Party, even if such Foreground or Background
is amalgamated with the Party’s Foreground, without the other Party’s prior written approval. For the avoidance of
doubt, the mere absence of an objection according to 8.3.1 is not considered as an approval.


  


8.3.3
Cooperation obligations 


The
Parties undertake to cooperate to allow the timely submission, examination, publication and defence of any dissertation or thesis
for a degree which includes their Foreground or Background subject to the confidentiality and publication provisions agreed in
this Consortium Agreement.


  


8.3.4
Use of names, logos or trademarks 


Nothing
in this Consortium Agreement shall be construed as conferring rights to use in advertising, publicity or otherwise the name of
the Parties or any of their logos or trademarks without their prior written approval.


  


8.3.5
Obligations about referencing the support of the European Commission. 


 






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Section 9: Access Rights 


9.1 Background covered 


9.1.1 The Parties shall identify
in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium
Agreement and the EC-GA. Such identification may be done by e.g.


 





	-	subject matter and possibly in addition by
	-	naming a specific department of a Party







 


9.1.2 The owning Party may add
further Background to Attachment 1 during the Project by written notice. 


 


However, only the General Assembly
can permit a Party to withdraw any of its Background from Attachment 1.


 


9.1.3 The Parties agree that
all Background not listed in Attachment 1 as well as that which a Party is, by reasons of contractual commitment or otherwise unable
to include as being subject to Access Rights, shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate
in good faith additions to Attachment 1 if a Party, who is not the owner, asks them to do so and those are needed. 


 


For the avoidance of doubt, the
owner is under no obligation to agree to additions of his Background to Attachment 1. 


 


9.1.4 In addition, if a Party
wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2.


 


The owning Party may withdraw
any of its Background from Attachment 2 during the Project by written notice. 


However, only the General Assembly
can permit a Party to add Background to Attachment 2.


 


9.2 General Principles 


9.2.1 Each Party shall implement
its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project
do not knowingly infringe third party property rights.


 


9.2.2 As provided in the EC-GA
Article II.32.3. Parties shall inform the Consortium as soon as possible of any limitation to the granting of Access Rights to
Background or of any other restriction which might substantially affect the granting of Access Rights (e.g. the use of open source
code software in the Project). 


 


9.2.3 If the General Assembly
considers that the restrictions have such impact, which is not foreseen in the Consortium Plan, it may decide to update the Consortium
Plan accordingly.  


 


9.2.4 Any Access Rights granted
expressly exclude any rights to sublicence unless expressly stated otherwise. 


 


Access Rights shall be free of
any administrative transfer costs.


 


Access Rights are granted on
a non-exclusive basis, if not otherwise agreed in writing by all the Parties according to the EC-GA Article II.32.7.


 


9.2.5 Foreground and Background
shall be used only for the purposes for which Access Rights to it have been granted.


 






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9.2.6 All requests for Access
Rights as well as any transfer of materials, by a Party to other Parties, including but not limited to information constitutes
Background or Foreground, shall be made in writing, such as by a separate Material Transfer Agreement (MTA) between the providing
and receiving Parties, which shall govern said transfer and use. 


 


The granting of Access Rights
may be made conditional on the acceptance of specific conditions aimed at ensuring that these rights will be used only for the
intended purpose and that appropriate confidentiality obligations are in place.


 


9.2.7 The requesting Party must
show that the Access Rights are Needed.


 


9.3 Access Rights for implementation 


Access Rights to Foreground and
Background Needed for the performance of the own work of a Party under the Project shall be granted on a royalty-free basis, unless
otherwise agreed for Background in Attachment 1. 


 


9.4 Access Rights for Use
 


9.4.1 Access Rights to Foreground if Needed
for further research activities other than those covered by the Project, including without limitation for internal non-profit,
academic research and teaching activities, shall be granted on a royalty-free basis. 


 


Access Rights to any Party's
Foreground if Needed for any commercial purposes by another Party, including without limitation commercial exploitation of a Party’s
own Foreground together with such other Party's Foreground, shall be subject to prior written agreement with the Party(ies) owning
the Needed Foreground., including without limitation, by way of an MTA. 


 


9.4.2. Access Rights to Background
if Needed for any Use, including for any commercial purpose, shall be subject to prior written agreement with Party(ies) owning
the Needed Background. 


 


9.4.3 A request for Access Rights
may be made up to twelve months after the end of the Project or, in the case of Art. 9.7.2.1.2, after the termination of the requesting
Party’s participation in the Project.


 


9.5 Access Rights for Affiliated
Entities  


Affiliated Entities have Access
Rights under the conditions of the EC-GA Article II.34.3.


 


In addition, Affiliate Entities
shall also enjoy Access Rights if they can show that: 


 


they hold a licence on Foreground
developed by a Party they are affiliated to; and


 


they Need Access Rights in order
to Use such Foreground; and 


 


they are established in a Member
State or an Associated Country;


 


and they are listed in [Attachment
4 (Listed Affiliated Entities)] to this Consortium Agreement.


 


Such Access Rights to Affiliated
Entities shall be granted on Fair and Reasonable conditions and upon written bilateral agreement. 


 


Affiliated Entities which obtain
Access Rights shall in return grant Access Rights to all Parties and fulfil all confidentiality and other obligations accepted
by the Parties under the EC-GA or this Consortium Agreement as if such Affiliated Entities were Parties.


 


Access Rights may be refused
to Affiliate Entities if such granting is contrary to the legitimate interests of the Party which owns the Background or the Foreground.





 






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Access Rights granted to any
Affiliated Entity are subject to the continuation of the Access Rights of the Party to which it is affiliated, and shall automatically
terminate upon termination of the Access Rights granted to such Party.


 


Upon cessation of the status
as an Affiliated Entity, any Access Rights granted to such former Affiliated Entity shall lapse.


 


Further arrangements with Affiliated
Entities may be negotiated in separate agreements.



 


9.6 Additional Access Rights 


For the avoidance of doubt any
grant of Access Rights not covered by this Consortium Agreement shall be at the absolute discretion of the owning Party and subject
to such terms and conditions as may be agreed between the owning and receiving Parties.


 


9.7 Access Rights for Parties entering or
leaving the Consortium


 


9.7.1 New Parties entering
the Consortium  


All Foreground developed before
the accession of the new Party shall be considered to be Background with regard to said new Party.


 


9.7.2 Parties leaving the Consortium


 


9.7.2.1 Access Rights granted to a leaving
Party


 


9.7.2.1.1 Defaulting Party 


Access Rights granted to a Defaulting
Party and such Party's right to request Access Rights shall cease immediately upon receipt by the Defaulting Party of the formal
notice of the decision of the General Assembly to terminate its participation in the Consortium.


 


9.7.2.1.2 Non-defaulting
Party 


A non-defaulting Party leaving
voluntarily and with the other Parties' consent shall have Access Rights to the Foreground developed until the date of the termination
of its participation. 


It may request Access Rights
within the period of time specified in Art. 9.4.2.


 


9.7.2.2 Access Rights to
be granted by any leaving Party 


Any Party leaving the Project
shall continue to grant Access Rights pursuant to the EC-GA and this Consortium Agreement as if it had remained a Party for the
whole duration of the Project.


 


9.8 Specific Provisions
for Access Rights to Software 


For the avoidance of doubt, the
general provisions for Access Rights provided for in this Section 9 are applicable also to Software.


 


Parties’ Access Rights
to Software do not include any right to receive source code or object code ported to a certain hardware platform or any right to
receive respective Software documentation in any particular form or detail, but only as available from the Party granting the Access
Rights.


 






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Section 10: Non-disclosure
of information 


10.1 All information in whatever
form or mode of transmission, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”)
in connection with the Project during its implementation and which has been explicitly marked as “confidential”, or
when disclosed orally, that has been identified as confidential at the time of disclosure is “Confidential Information”.


 


10.2 The Recipients hereby undertake
in addition and without prejudice to any commitment of non-disclosure under the EC-GA, for a period of 5 years after the end of
the Project:


 


		-	not to use Confidential Information otherwise than for the purpose for
which it was disclosed;



		-	not to disclose Confidential Information to any third party without the
prior written consent by the Disclosing Party;



		-	to ensure that internal distribution of Confidential Information by a
Recipient shall take place on a strict need-to-know basis; and



		-	to return to the Disclosing Party on demand all Confidential Information
which has been supplied to or acquired by the Recipients including all copies thereof and to delete all information stored in a
machine readable form. If needed for the recording of ongoing obligations, the Recipients may however request to keep a copy for
archival purposes only.



 


10.3 The Recipients shall be
responsible for the fulfilment of the above obligations on the part of their employees and shall ensure that their employees remain
so obliged, as far as legally possible, during and after the end of the Project and/or after the termination of employment.


 


10.4 The above shall not apply
for disclosure or use of Confidential Information, if and in so far as the Recipient can show that:


 


		-	the Confidential Information becomes publicly available by means other
than a breach of the Recipient’s confidentiality obligations;



		-	the Disclosing Party subsequently informs the Recipient that the Confidential
Information is no longer confidential;



		-	the Confidential Information is communicated to the Recipient without
any obligation of confidence by a third party who is in lawful possession thereof and under no obligation of confidence to the
Disclosing Party; the third party must be able to provide physical evidence that he/she/it was in lawful possession of the confidential
information before disclosure was made to the Recipient)



		-	the disclosure or communication of the Confidential Information is foreseen
by provisions of the EC-GA;



		-	the Confidential Information, at any time, was developed by the Recipient
completely independently of any such disclosure by the Disclosing Party; or



		-	the Confidential Information was already known to the Recipient prior
to disclosure the recipient must be able to provide physical evidence that it was in lawful possession of the confidential information
before disclosure was made by the disclosing party or



		-	the Recipient is required to disclose the Confidential Information in
order to comply with applicable laws or regulations or with a court or administrative order, subject to the provision Art. 10.7
hereunder.



 


10.5 The Recipient shall apply
the same degree of care with regard to the Confidential Information disclosed within the scope of the Project as with its own confidential
and/or proprietary information, but in no case less than reasonable care.


 


10.6 Each Party shall promptly
advise the other Party in writing of any unauthorised disclosure, misappropriation or misuse of Confidential Information after
it becomes aware of such unauthorised disclosure, misappropriation or misuse.


 






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10.7 If any Party becomes aware
that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable
laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any
such disclosure


 


notify the Disclosing Party,
and 


 


comply with the Disclosing Party’s
reasonable instructions to protect the confidentiality of the information.


 


10.8 The confidentiality obligations
under this Consortium Agreement and the EC-GA shall not prevent the communication of Confidential Information to the European Commission.



 


10.9. The Members of the EEAB shall sign
a non-disclosure agreement, in accordance with Section 6.6 of this Consortium Agreement


  






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Section 11: Miscellaneous 


11.1 Attachments, inconsistencies
and severability 


This Consortium Agreement consists
of this core text and


 


Attachment 2 (Background excluded)


 


Attachment
4 (Listed Affiliated Entities)


  


In case the terms of this Consortium
Agreement are in conflict with the terms of the EC-GA, the terms of the latter shall prevail. In case of conflicts between the
attachments and the core text of this Consortium Agreement, the latter shall prevail.


 


Should any provision of this
Consortium Agreement become invalid, illegal or unenforceable, it shall not affect the validity of the remaining provisions of
this Consortium Agreement. In such a case, the Parties concerned shall be entitled to request that a valid and practicable provision
be negotiated which fulfils the purpose of the original provision.


 


11.2 No representation,
partnership or agency 


The Parties shall not be entitled
to act or to make legally binding declarations on behalf of any other Party. Nothing in this Consortium Agreement shall be deemed
to constitute a joint venture, agency, partnership, interest grouping or any other kind of formal business grouping or entity between
the Parties.


  


11.3 Notices and other
communication 


Any notice to be given under
this Consortium Agreement shall be in writing to the addresses and recipients as listed in the most current address list kept by
the Coordinator .


 


Formal notices:


If it is required in this
Consortium Agreement (such as under) Article. 9.7.2.1.1 and 11.4) that a formal notice, consent or approval shall be given, such
notice shall be signed by an authorised representative of a Party and shall either be served personally or sent by mail with recorded
delivery or telefax with receipt acknowledgement.


 


Other communication:


Other communication between the
Parties may also be effected by other means such as e-mail with acknowledgement of receipt, which fulfils the conditions of written
form.


 


Any change of persons or contact details
shall be notified immediately by the respective Party to the Coordinator. The address list shall be accessible to all concerned.



 


11.4 Assignment and amendments 


No rights or obligations of the Parties
arising from this Consortium Agreement may be assigned or transferred, in whole or in part, to any third party without the other
Parties’ prior formal approval. For the purpose of this Agreement, Affiliated Entities shall not be deemed to be third parties,
if the affiliate is listed in attachment 4, and notwithstanding the foregoing, any Party shall be entitled to assign all or part
of their rights and/or obligations hereunder to an Affiliated Entity thereof, or to any entity that acquires all or substantially
all of its business or assets relating to the Project or any successor entity by merger, without the other Parties’ prior
formal approval.  


 


Amendments and modifications
to the text of this Consortium Agreement not explicitly listed in Article 6.3.1.2 (LP)/ 6.3.6 (SP) require a separate agreement
between all Parties.


 






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11.5 Mandatory national
law 


Nothing in this Consortium Agreement
shall be deemed to require a Party to breach any mandatory statutory law under which the Party is operating.


 


11.6 Language 


This Consortium Agreement is
drawn up in English, which language shall govern all documents, notices, meetings, arbitral proceedings and processes relative
thereto.


 


11.7 Applicable law 


This Consortium Agreement shall
be construed in accordance with and governed by the laws of Belgium excluding its conflict of law provisions.


 


11.8 Settlement of disputes 


WIPO Mediation Followed, in the Absence
of a Settlement, by WIPO Expedited Arbitration or by Court Litigation


 


Any dispute, controversy or claim arising
under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation,
validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted
to mediation in accordance with the WIPO Mediation Rules. The place of mediation shall be Brussels unless otherwise agreed upon.
The language to be used in the mediation shall be English unless otherwise agreed upon.


 


WIPO Mediation Followed, in the
Absence of a Settlement, by WIPO Expedited Arbitration 


  


If, and to the extent that, any such dispute,
controversy or claim has not been settled pursuant to the mediation within 60 days of the commencement of the mediation, it shall,
upon the filing of a Request for Arbitration by either party, be referred to and finally determined by arbitration in accordance
with the WIPO Expedited Arbitration Rules. Alternatively, if, before the expiration of the said period of 60 days, either party
fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of
a Request for Arbitration by the other party, be referred to and finally determined by arbitration in accordance with the WIPO
Expedited Arbitration Rules. The place of arbitration shall be Brussels unless otherwise agreed upon. The language to be used in
the arbitral proceedings shall be English unless otherwise agreed upon.





 



    	22



    	 



    




  


	Section 12: Signatures
	
        AS WITNESS:

        The Parties have caused this Consortium
        Agreement to be duly signed by the undersigned authorised representatives in separate signature pages the day and year first above
        written.

         

	
        RIJKSUNIVERSITEIT GRONINGEN

        Signature(s) /s/
Prof.Dr. Sibrand Poppema

        Name(s) Prof. Dr. Sibrand
        Poppema
         Title(s) President

        Date: 28.6.13

         

	
        University Medical Center Groningen

        Signature(s) /s/ Folkert
Kuipers

Name(s) Folkert Kuipers

Title(s) Prof. Dean, member of the board

         

	
        University Medical Center Groningen

        Signature(s) /s/  A. Huchsiede

        Name(s) A. Huchsiede

        Title(s) Principal investigator

         

	
        PepTcell Ltd (SEEK Group)

        Signature(s) /s/ Mr. Gregory
        A. Stoloff

        Name(s) Mr. Gregory A. Stoloff

        Title(s) Chief Executive Officer

         

	
        BIONDVAX PHARMACEUTICALS LTD

        Signature(s) /s/ Ron Babecoff

        Name(s) Ron Babecoff

        Title(s) CEO

         

	
        RETROSCREEN VIROLOGY Ltd.(United Kingdom)

        Signature(s) /s/
        Paul Cooper

        Name(s) Paul Cooper

        Title(s) Commercial Director

         

	
        Medicines and Healthcare
        Products Regulatory Agency (United Kingdom)

        Signature(s) /s/
        Dr Stephen Inglis
 Name(s) Dr Stephen Inglis

        Title(s) Director, NIBSC

        Date: 13th June
        2013

         

	
        Statens Serum Institut, SSI- Adjuvant
        (Denmark)

        Signature(s) /s/ Nils
        Strandberg Pedersen, MD,DMSc

        Name(s) Nils Strandberg Pedersen

        Title(s) President, CEO

         

	
        Statens Serum Institut, SSI- Adjuvant
        (Denmark)

        Signature(s) /s/
Peter Lawaetz Andersen

Name(s) Peter Lawaetz Andersen

Title(s) Vice President R&D

         

	
        ORSZAGOS EPIDEMIOLOGIAI
        KOZPONT (Hungary)

        Signature(s) /s/
Marta Melles

Name(s) Marta Melles

Title(s) Director General 




 






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        NASJONALT
FOLKEHELSEINSTITUTT, Div. infectious Disease Control (Norway)

        Signature(s) /s/
        Hanna Nokleby

        Name(s) Hanna Nokleby

        Title(s) Division Director

         

	
        Robert Koch-Institut (RKI)-
        Germany

        Signature(s) /s/
        Prof.         Dr. Reinhard Burger
         Name(s) Reinhard Burger
         Title(s) President

        Date 7/6/2013

         

	
        Goteborgs Universitet, Mucosal Immunobiology
        and Vaccine Centre, (Sweden)

        Signature(s)  /s/ Ludde
Edgren

        Name(s) Ludde Edgren

        Title(s) Research Funding Manager

         

	
        Isconova AB (Swedan)

        Signature(s) /s/
Sven Andreasson

        Name(s) Sven Andreasson

        Title(s) CEO

        Date: June 10, 2013



 


 


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