COLLABORATION AND OPTION LICENSE AGREEMENT

►

Variation Biotechnologies, Inc., a company organized and existing under the laws of Ontario, Canada, having its place of business located at 310 Hunt Club East, Ottawa, Ontario K1V 1C1, Canada,

►

Sanofi Vaccine Technologies S.A.S., a company organized and existing under the laws of France, registered under the number 410 512 206 R.C.S BOBIGNY, having offices located at 102 avenue Gaston Roussel 93230 ROMAINVILLE, France

1.1.

Definitions : For the purposes of this Agreement the following words and phrases shall have the following meanings :

(a)

“Affiliate” means, with respect to any Party, (i) any legal entity of which the securities or other ownership interests representing fifty percent (50%) or more of the equity or fifty percent (50%) or more of the ordinary voting power or fifty percent (50%) or more of the general partnership interest are, at the time such determination is being made, owned, Controlled or held, directly or indirectly, by such legal entity, or (ii) any legal entity which, at the time such determination is being made, is Controlling or under common Control with, such Party. As used herein, the term "Control", whether used as a noun or verb, refers to the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of a legal entity, whether through the ownership of voting securities, by contract or otherwise.

(b)

“Agreement” means this Agreement, all amendments and supplements to this Agreement and all schedules to this Agreement, including the following:

(c)

“Background Technology” shall mean for either Party any and all information and materials of any type and in any tangible or intangible form, including without limitation inventions, practices, methods, techniques, specifications, formulations, formulae, knowledge, know-how, show-how, skill, sequence, drawings, schema, experience, and other information or descriptions, that is necessary or useful for the performance of the Project and that is owned or controlled by such Party prior to the performance of the Project.

(d)

“Confidential Information” means any and all confidential information of any kind, including in particular (but not limited to) the Results, identified as such, disclosed by one Party, its Affiliates or Representatives (“Disclosing Party”) to the other Party, its Affiliates or Representatives (“Receiving Party”), directly or indirectly, whether disclosed orally, visually, in writing or in any tangible or electronic form or media, and including, but not limited to, research and development, technology, trade secrets, know-how, proprietary information (whether or not reduced to writing), inventions (whether or not patentable), patent applications, licenses, software, programs, prototypes, designs, analysis codes, discoveries, techniques, methods, ideas, concepts, data, engineering and manufacturing information, procedures, specifications, diagrams, drawings, schematics, and any and all other technical, commercial, scientific and other data, processes, documents or other information or physical object (including, without limitation, VBI LPV Technology, the SVT Materials and all derivatives thereof, intellectual property, marketing data, agreements between any Party and a Third-Party, license applications, and business plans and projections of the Parties), and including confidential information of any Third Party which is disclosed to a Party and is in turn disclosed to the other Party or learned by the other Party through visual or other inspection.

(e)

“Effective Date” means April 15^th, 2015.

(f)

“Field” shall mean the ** vaccine for the ** using the VBI LPV Technology.

(g)

“Improvements” means any improvement to the Background Technology which may arise from either Party after the Effective Date of this Agreement and the performance of the Project or developed by either Party outside the scope of this Agreement, including all patentable or non-patentable inventions, discoveries, technology and information of any type whatsoever, materials (including derivatives, replica, clones, etc.), methods, processes, technical information, knowledge, experience and know-how.

(h)

“License Agreement” shall mean the non-exclusive license agreement that the Parties shall negotiate upon exercise by SVT of its Option (see Section 8.1) in accordance with the terms attached in Schedule E.

(i)

“Option(s)” shall have the meaning ascribed to it in Sections 8.1 and 8.2 (Grant of Option) of this Agreement.

(j)

“Option Notice” shall have the meaning ascribed to it in Section 8.4 (Exercise of Notice) of this Agreement.

(k)

“Option Period” shall have the meaning ascribed to it in Section 8.3 (Option Period) of this Agreement.

(l)

“Parties” means VBI and SVT and “Party” shall mean one of them.

(m)

“Principal Researcher” shall have the meaning ascribed to it in Section 3.3 of this Agreement

(n)

“Project” shall have the meaning ascribed to it in Section 3.1 hereto. The project comprises three (3) stages and is fully described in the Project Work Plan attached in Schedule A to this Agreement.

(o)

“Project Candidate Vaccine(s)” shall mean any conjugate produced by or on behalf of VBI based on VBI LPV Technology and Project Results using SVT’s Materials and provided to SVT hereunder for the purpose of the Step 3 of the Project.

(p)

“Project Period” shall have the meaning ascribed to it in Section 3.2 hereto.

(q)

“Project Results” means any and all the patentable or non-patentable inventions, discoveries, derivatives, material, technology and information of any type whatsoever, methods, processes, technical information, results, data, knowledge, experience and know-how), including any and all tangible forms embodying or containing them, arising from the Project (as defined in this Agreement and its Schedule conceived and/or reduced to practice by VBI or SVT in the conduct of the Project, other than Improvements to the VBI LPV Technology.

(r)

“Project Work Plan” means the work plan for the Project, which shall include a detailed description of the work to be done, the timeline for key development steps, and projected budget requirements. An outline of the Project Work Plan is attached as Schedule A hereto. The Project Work Plan may be amended from time to time by the mutual agreement of the Parties.

(s)

“Representatives” means, with respect to a Party to this Agreement, the respective officers, directors, employees, and agents of such Party and of such Party's Affiliates.

(t)

“SVT’s Material” means any chemical or biological materials provided by SVT, or its Affiliates, to VBI for the production of the Project Candidate Vaccine, including without limitation **.

(u)

“VBI LPV Technology” means any Background Technology belonging to VBI and any Improvement thereof, including specifically its new thermostable vaccines formulation LPV™ technology designed to stabilize vaccine antigens and as described in Schedule A, including patents listed in Schedule C and as more specifically described in patents US 61/223,196 and US 61/256,912, US 61/289,556 and US 61/432,567.

(v)

“Term” shall have the meaning ascribed to it in Section 13.1 (Term) of this Agreement.

(w)

“Third Party” means any person other than a Party or its Affiliates.

(x)

“Vaccine(s)” means any prophylactic and or therapeutic vaccine(s).

1.2

Certain Rules of Interpretation in this Agreement and the Schedules :

(a)

The descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections.

(b)

The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person or Persons or circumstances as the context otherwise permits.

(c)

Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business day, such payment shall be made or action taken on the next business day following such day in the jurisdiction of the Party to make such payment or do such act.

3.1

Project: SVT and VBI shall collaborate on research and development works relating to the Project Candidate Vaccine in a joint effort to achieve activities in order to assess, among others, the stability of the Project Candidate Vaccine in accordance with the Project Work Plan (the “Project”).

3.2

Project Period:

3.3

Principal Researchers:

3.4

Diligent efforts:

3.5

Subcontracting: The Project shall not be subcontracted, in whole or in part, by VBI without SVT's prior written consent, which shall not be unreasonably withheld. SVT shall have access to VBI’ suppliers lists and selection processes.

3.6

Standards and compliance:

i.

this Agreement and its Exhibit,

ii.

in accordance with those policies, standards, procedures, conventions and techniques that are of a high, recognized and acceptable professional standard in the scientific community;

iii.

by maintaining all Research Records in accordance with usual scientific practices which shall, for greater certainty, include the dating of all documentation and the inclusion within such documentation of sufficient detail to permit another scientist to reproduce the work;

iv.

in accordance with appropriate biosafety and containment conditions; and

v.

any and all applicable laws and regulations.

3.7

Reports: VBI shall, within a month after completion of each stage of the Project or termination of this Agreement for any reason, supply SVT with an intermediate report setting forth Results obtained in sufficient detail (including Raw Data, but excluding VBI Confidential Information on the VBI LPV Technology) to allow SVT to make its decision whether or not to exercise its Option under this Agreement. SVT shall within two (2) months after completion of stage 3 of the Project provide VBI with an intermediate report of the Final Analysis, all intermediate reports constituting the comprehensive final report (the “Final Report”).

3.8

Records: VBI shall ensure that VBI’s scientists, engineers and technicians prepare and maintain accurate and complete Project Records. VBI shall ensure that its scientists, engineers and technicians in charge of the Project shall sign date and endorse the Project Records.

4.1

Shipping and delivery of the SVT’s Material:

4.2

Shipping and delivery of the Project Candidate Vaccine:

4.3

4.4

Use of Project Candidate Vaccine: VBI shall make available to SVT the Project Candidate Vaccine in accordance with the Project Plan in such amounts and product specifications and at such times as shall be mutually agreed upon by the Parties for the Project purposes only.

(i)

is or hereafter becomes generally available to the trade or public other than by reason of any breach or default by Receiving Party or by any of its Representatives of the foregoing with respect to any confidentiality obligation under this Agreement or otherwise;

(ii)

was already known to or is independently developed by Receiving Party, as evidenced by written records;

(iii)

is disclosed to Receiving Party or such Representative by a Third Party who has the right to disclose such information;

(iv)

is required to be disclosed pursuant to a legal requirement, in which case the Receiving Party will undertake to limit the disclosure of proprietary information in consultation with the Disclosing Party;

(i)

be used in its own business except as necessary to the fulfillment of its obligations under this Agreement;

(ii)

be disclosed, assigned, licensed, sublicensed, marketed, transferred or loaned, directly or indirectly to any Third Party, including any health authority throughout the world, other than to a Representative of a Party, except in accordance with the provisions of this Agreement;

(iii)

be used or exploited by a Party or any of its Representatives for its respective benefit or the benefit of any other relationships with Third Parties

(iv)

be used or disclosed by the Receiving Party to obtain any kind of intellectual property rights.

6.1

General: Any scientific publications or communications relating in whole or in part to the Project or incorporating Project Results or the Project Candidate Vaccine (including, without limitation, posters) will be first allowed once the Option Right has been exercised by SVT or once a further agreement has been reached in writing by the Parties. No such publications or communications shall be published or even submitted unless being reviewed and approved in writing by the Parties. Any such proposed publication or communication shall not include any Party’s Confidential Information. A copy of any proposed publication or communication (including, in the case of any proposed oral communication, a transcript) shall be sent by each Party to the other at least sixty (60) days before the projected publication or communication in order to allow the interested Party to request deletion of any of its Confidential Information or to refuse such publication or communication. Each Party may also require delay(s) in publication or communication in order to have appropriate patent applications filed according to the provisions set forth in Sections 7.1.3.

6.2

Authorship: Any and all scientific publications and communications relating to the Project or incorporating Project Results or the Project Candidate Vaccine shall mention all VBI and SVT scientists that may be considered as co-author and shall refer to VBI and SVT as participating in the Project. Each Party may refuse to be named as co-author.

7.1

Background Technology:

7.2

Project Candidate Vaccine

7.3

Project Results

●

SVT will be in charge of filing maintaining and prosecuting the patent applications related in the name of both parties (costs to be shared by both parties in a 50/50 basis);

●

SVT will notify VBI of each country where it intends to file a patent application one(1) month in advance of the filing deadline; if VBI is not interested in having a patent filed in that country, it will promptly inform SVT of that decision, and SVT will then be free to file such patent in that country at its own costs;

●

If VBI would like to file in some additional countries, then it will promptly notify SVT, and VBI will then be free to file in such additional countries at its own costs;

●

If SVT intends to abandon its rights in a country, it will have then to notify VBI one (1) month in advance, and VBI will then be free to further go on with the prosecution or maintenance at its own costs. Without any answer from VBI within one (1) month of notification, SVT will be free to abandon the patent or patent application.

8.1

Option for non-exclusive license in the Field: Subject to the terms and conditions hereinafter set forth, VBI hereby grants to SVT an exclusive option (the “Option”) to negotiate and enter into a royalty bearing, worldwide, non-exclusive, sub-licensable license to use the VBI LPV™ Technology to research, develop, exploit, make, have made, use, import, sell, have Vaccines in the Field (the “License”). Moreover, in the case SVT exercises its Option right for the License, then VBI hereby agrees to grant to SVT an option to negotiate and enter into a royalty bearing, worldwide, non-exclusive, sub-licensable license to use the VBI LPV™ Technology to research, develop, exploit, make, have made, use, import, sell, have Vaccines for one or more additional targets outside the Field, at SVT’s discretion, but only to the extent that VBI does not have an internal program to develop Vaccines against the applicable target(s) or VBI is not restricted by licenses granted to Third Parties for such target(s) at the time such option is exercised, (the “Extended License(s)”).

8.2

Option Period: SVT’s right to exercise its Option for the License as described in Section 8.1 hereof will last until a period of time ending three (3) months after the conclusion of the Project Period, meaning the receipt of the Final Report (“the Option Period”).

8.3

Exercise of Option rights: The Option rights for the License or the Extended License(s) may be exercised by SVT by giving written notice to VBI of SVT’s interest in VBI LPV™ Technology in the Field or outside the Field, respectively (the “Option Notice”) in the form of Schedule D hereto. Upon receipt of such Option Notice by VBI, the Parties shall promptly negotiate in good faith with respect to the Field or any extended field, the terms of a definitive License Agreement consistent with the conditions herein and with such other terms and conditions customary to this type of transaction and including specifically conditions relating to the transfer of VBI LPV Technology to SVT and the associated reasonable technical assistance, necessary for SVT to develop and commercialize Vaccines using the VBI LPV Technology. The License Agreement shall be also consistent with the conditions/financial terms described on Schedule E.

9.1

Upfront Access Fee: In consideration of the Option granted to SVT according to Section 8.1 and upon execution of this Agreement, SVT agrees to pay VBI an accrued amount of ** in partial acknowledgment of the past research and development costs incurred by VBI in its development efforts.

9.2

Project Costs: During the Project Period, VBI shall invoice SVT on a monthly basis for the Costs associated with research and development work performed relating to the Project and in accordance with the Project Work Plan, including internal and external expenses and costs associated with production of the Project Candidate Vaccine for the Project, such as biological materials (provided that it has first being approved by SVT), up to a maximum amount of ** as specific in Schedule A. For each stage of the Project, ** of the amounts payable for such stage will be payable upon commencement of work and ** will be payable upon delivery of a final report, whether or not SVT elects to advance the Project to the next stage. Any and all Costs paid or reimbursed by SVT pursuant to this Section 9.2 shall be subject to and consistent with the budget agreed upon by the Parties and duly justified.

9.3

Payment terms: Payments will then be made within thirty (30) days as of issuance of VBI’s relevant and duly justified invoices by bank transfer to the following bank account:

Name / Nom:

**

Branch name / Nom de la Caisse:

**

Beneficiary name / Nom du bénéficiaire:

Variation Biotechnologies Inc.

310 Hunt Club Road East

Ottawa, Ontario K1V 1C1

●

Complete VBI Name, Address and Phone Number

●

Payment term /due date

●

Invoice date

●

Payment amount

●

Invoice number

●

sanofi pasteur contact name : Mrs. Yamina Benmansour

●

Complete description of the object of the payment

●

Method of payment (Wire)

●

Reference of the Agreement

10.1

Disclosure of VBI LPV Technology: From time to time during the Project Period, VBI shall disclose to SVT the results obtained with the SVT’s Material using the VBI LPV™ Technology for manufacturing the Project Candidate Vaccine, including the related documentation, as it is necessary or appropriate to enable SVT to perform its obligations under the Project Work Plan. All such disclosures shall be deemed Confidential Information subject to the confidentiality provisions and use restrictions (including “need to know” restrictions) of Article 5. For clarity, VBI will have no obligation to disclose to SVT any confidential details of the VBI LPV Technology unless and until a License Agreement is signed.

10.2

No License. Notwithstanding anything to the contrary contained herein, including, without limitation, disclosure of the results obtained in the manufacture of the Project Candidate Vaccine using the VBI LPV™ Technology pursuant to Section 10.1, SVT shall not have a license to or rights in any of VBI LPV™ Technology, except as expressly set forth herein, in the License Agreement entered into upon exercise of SVT’s Option or in any Extended License agreement in accordance with Section 8.

11.1

Representations and Warranties by VBI: VBI represents and warrants to SVT, as of the Effective Date, and acknowledges that SVT is relying on such representations and warranties in entering into this Agreement, that:

(a)

VBI is a corporation and is validly existing and in good standing under the laws of its jurisdiction of incorporation;

(b)

VBI has all necessary corporate power and authority to execute, deliver and perform this Agreement and to carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of VBI;

(c)

this Agreement has been duly authorized, executed and delivered by VBI and constitutes a legal, valid and binding obligation of VBI, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws, or general equitable principles, whether considered in an action at law or in equity;

(d)

VBI is not a party to, bound or affected by or subject to any agreement, policy, funding arrangement or constraint of any kind, indenture, mortgage, lease, instrument, charter or by-law provision, obligation, statute, regulation, order, judgment, decree, license, permit or law which would be violated, contravened, breached by, or under which default would occur, or with notice or lapse of time or both would occur, as a result of the execution and delivery of this Agreement or the performance by VBI of any of its obligations provided for under this Agreement;

(e)

VBI has no commitments or agreements with any person or supplier (company) which interfere with or preclude the diligent and complete fulfillment of its obligations under this Agreement;

(f)

there are:

(i)

no claims, litigation, causes of action, suits, arbitrations, investigations or other proceedings pending and./or, to the best of VBI’s knowledge, threatened, and/or are known to be contemplated, against VBI and/or any of its assets or properties before or by any court, governmental agency, authority or commission, mediator, arbitrator or self-regulatory body; and

(ii)

no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against VBI;

(g)

no consent, license, permit, approval, order or authorization of, or registration, declaration, qualification or filing with, any foreign, federal, state, provincial or local governmental authority or any person is required to be obtained or made in connection with the execution, delivery or performance by VBI of this Agreement;

(h)

in the fulfillment of its obligations under this Agreement, VBI is not knowingly violating, infringing or misappropriating any technology, including any intellectual property rights or any trade secrets of any third party;

(i)

VBI has the right to grant to SVT the licenses contemplated in this Agreement;

(j)

to the best of VBI’s knowledge, no third party has or shall acquire any right, title or interest in or to the Project;

(k)

VBI has obtained or will obtain valid assignments from its employees for the Joint Inventions or in the case they have the status of inventor in a Project Candidate Patent; and

(l)

VBI has obtained valid assignments of all the intellectual property rights attached to VBI LPV Technology.

11.3

Representations and Warranties by SVT: SVT represents and warrants to VBI, as of the Effective Date, and acknowledges that VBI are relying on such representations and warranties in entering into this Agreement, that:

(a)

SVT is a corporation duly incorporated and validly existing under the laws of France;

(b)

SVT has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations under this Agreement, and the execution, performance and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of SVT;

(c)

this Agreement has been duly authorized, executed and delivered by SVT and constitutes a legal, valid and binding obligation of SVT enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws, or general equitable principles, whether considered in an action at law or in equity;

(d)

SVT is not a party to, bound or affected by or subject to any agreement, policy, funding arrangement or constraint of any kind, indenture, mortgage, lease, instrument, charter or by-law provision, obligation, statute, regulation, order, judgment, decree, license, permit or law which would be violated, contravened, breached by, or under which default would occur, or with notice or lapse of time or both would occur, as a result of the execution and delivery of this Agreement or the performance by SVT of any of its obligations provided for under this Agreement;

(e)

SVT has no commitments or agreements with any person which interfere with or preclude the diligent and complete fulfillment of its obligations under this Agreement;

(f)

there are:

(i)

no claims, litigation, causes of action, suits, arbitrations, investigations or other proceedings pending or, to the best of SVT’s knowledge, threatened, or are known to be contemplated, against SVT or any of its assets or properties before or by any court, governmental agency, authority or commission, mediator, arbitrator or self-regulatory body; and

(ii)

no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against SVT;

(g)

no consent, license, permit, approval, order or authorization of, or registration, declaration, qualification or filing with, any foreign, federal, state, provincial or local governmental authority or any person is required to be obtained or made in connection with the execution, delivery or performance by SVT of this Agreement;

(h)

in the fulfillment of its obligations under this Agreement, SVT is not knowingly violating, infringing or misappropriating any technology, including any intellectual property rights or any trade secrets of any third party;

(i)

SVT has the right to grant to VBI the license or rights contemplated in this Agreement;

(j)

there is no other outstanding agreement covering the Project Results and, to the best of SVT’s knowledge, no third party has or shall acquire any right, title or interest in or to the Project or the Project Results; and

(k)

SVT has obtained or will obtain valid assignments from its employees for the Joint Inventions or in the case they have the status of inventor in a Project Candidate Patent.

12.1

Indemnification by SVT: SVT shall indemnify, defend and hold harmless VBI and its Affiliates and their respective officers, directors, employees, agents and representatives for any third party claim, demand or injury arising out of or relating to (a) the material breach by SVT of any of its obligations under this Agreement, or (b) the research, development or other use by SVT or any of its Affiliates of the Project Results or a Project Candidate Vaccine, provided, however, that such indemnity shall not extend to damages arising directly from the material breach by VBI of its obligations hereunder.

12.2.

Indemnification by VBI: VBI shall indemnify, defend and hold harmless SVT and its Affiliates and their respective officers, directors, employees, agents and representatives for any third party claim, demand or injury arising out of or relating to (a) the material breach by VBI of any of its obligations under this Agreement, or (b) the research, development or use by VBI or any of its Affiliates of the Project Results, provided, however, that such indemnity shall not extend to damages arising directly from the material breach by SVT of its obligations hereunder.

12.3

Indemnification Procedures: Any person seeking indemnity pursuant to this section (the "Indemnified Party") shall notify the Party from whom indemnification is sought (the “Indemnifying Party”) in writing promptly upon becoming aware of any claim, threatened claim, damage, loss, suit, proceeding or liability ("Claim") to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of the Indemnifying Party’s indemnity obligations hereunder if and to the extent the Indemnifying Party is materially damaged thereby. The Indemnifying Party shall have the right to assume and control the defense of the Claim at its own expense. If the right to assume and control the defense is exercised, the Indemnified Party shall have the right to participate in, but not control, such defense at its own expense and the Indemnify Party’s indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred by the Indemnified Party after the assumption of the defense by the Indemnifying Party. If the Indemnify Party does not assume the defense of the Claim, the Indemnified Party may defend the Claim; provided, that the Indemnified Party will not settle or compromise the Claim without consent of Indemnifying Party, which consent will not be unreasonably withheld. The Indemnified Party shall cooperate with Indemnifying Party and will make available to Indemnifying Party all pertinent information under the control of the Indemnified Party.

12.4

Waiver of Consequential or Punitive Damages: Notwithstanding anything to the contrary contained herein, in no event shall either party be liable to the other party for any special, incidental, consequential or punitive damages, including lost profits, whether any claim for such recovery is based upon theories of contract, negligence, or tort (including strict liability), and even if either party has knowledge of the possibility of the potential damage or loss. Each party hereby waives for itself and its successors and assigns any and all claims for any special, incidental, consequential or punitive damages, including lost profits.

12.5

Insurance: Each Party shall obtain and maintain comprehensive general liability insurance, including product liability insurance, with a reputable and financially secure insurance carrier(s), to cover its activities under this Agreement.

13.1

Term. The term of this Agreement shall commence on the Effective Date and unless earlier terminated as provided in this Article 13 or mutually extended in writing, this Agreement shall continue in full force and effect until the expiration or termination of the Option or, in the event that the Option is timely exercised in accordance with Article 8 hereto, until a License Agreement is executed by the parties.

13.2

Termination for Cause. Either Party may terminate this Agreement in its entirety or with respect to any Field in the event the other Party has materially breached or defaulted in the performance of any of its obligations hereunder, and such default has continued for ninety (90) days after written notice thereof was provided to the breaching Party by the non-breaching Party. Any termination shall become effective at the end of such ninety (90) day period unless the breaching Party has cured any such breach or default prior to the expiration of the ninety (90) day period.

13.3

Termination for Insolvency. If involuntary proceedings against a Party are instituted in bankruptcy under any insolvency law, or a receiver or custodian is appointed for such Party, or proceedings are instituted against such Party for corporate reorganization or the dissolution of such Party, which proceedings, if involuntary, shall not have been dismissed within sixty (60) days after the date of filing, or if such Party makes an assignment for the benefit of creditors, or substantially all of the assets of such Party are seized or attached and not released within sixty (60) days thereafter, the other Party may immediately terminate this Agreement effective upon notice of such termination.

13.4

Permissive Termination.

13.5

Effect of Termination, Expiration or Completion of Project

13.6

Survival. Sections 4.1 and 14.3 and Articles 5, 6, 7, 12, 13 and 15 (together with related definitions) shall survive termination of this Agreement for any reason.

14.1

Independent Contractors. The relationship of the Parties hereto is that of independent contractors. The Parties hereto are not deemed to be agents, partners or joint venturers of the others for any purpose as a result of this Agreement or the transactions contemplated thereby.

14.2

Assignment. This Agreement shall not be assignable by either Party to any third party hereto without the written consent of the other Party which consent to a partial or entire assignment shall not be unreasonably withheld; except that either Party may assign this agreement, without such consent, to any Affiliate or to an entity that acquires all or substantially all of its business or assets to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise.

14.3

Notices. All notices, requests and other communications hereunder shall be in writing and shall be personally delivered or sent by telecopy or other electronic facsimile transmission or by registered or certified mail, return receipt requested, postage prepaid, in each case to the respective address specified below, or such other address as may be specified in writing to the other Parties hereto:

For SVT to:

Sanofi Vaccine Technologies

With copy to :

Sanofi Pasteur S.A.

If to VBI:

Variation Biotechnologies, Inc.          

With a copy to:

VBI Vaccines, Inc.

14.4

Force Majeure. Neither Party shall lose any rights hereunder or be liable to the other Party for damages or losses (except for payment obligations) on account of failure of performance by the defaulting Party if the failure is occasioned by war, strike, fire, Act of God, earthquake, flood, lockout, embargo, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence, intentional conduct or misconduct of the nonperforming Party has exerted all reasonable efforts to avoid or remedy such force majeure; provided, however, that in no event shall a party be required to settle any labor dispute or disturbance.

14.5

Injunctive Relief. Each Party acknowledges that limitations and restrictions on its possession and use of the other Party’s technology and Confidential Information hereunder are necessary and reasonable to protect the other Party, and expressly agrees that monetary damages would be inadequate to compensate such Party for any violation. The Parties agree that any such violation would cause irreparable injury to the other Party and agrees that without resorting to prior mediation or arbitration, and, in addition to any other remedies that may be available in law, in equity or otherwise, the injured Party shall be entitled to obtain temporary and permanent injunctive relief against any threatened violation of such limitations or restrictions or the continuation of any such violation in any court of competent jurisdiction, without the necessity of proving actual damages or the posting of any bond.

14.6

Compliance with Laws. Each Party shall furnish to the other Party any information requested or required by that Party during the term of this Agreement or any extensions hereof to enable that Party to comply with the requirements of any French, English or foreign federal, state and/or government agency.

14.7

Further Assurances. At any time or from time to time on and after the date of this Agreement, either Party shall at the request of the other Party hereto (i) deliver to the requesting Party any records, data or other documents consistent with the provisions of this Agreement, (ii) execute, and deliver or cause to be delivered, all such consents, documents or further instruments of transfer or license, and (iii) take or cause to be taken all such actions, as the requesting Party may reasonably deem necessary in order for the requesting Party to obtain the full benefits of this Agreement and the transactions contemplated hereby.

14.8

Severability. In the event that any provisions of this Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect without said provision. In such event, the Parties shall in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate the intent of the Parties in entering this Agreement.

14.9

Complete Agreement. This Agreement, with its Schedules, constitutes the entire agreement, both written and oral, between the Parties with respect to the subject matter hereof, and that all prior agreements respecting the subject matter hereof, either written or oral, expressed or implied, including the MOU, are merged and canceled, and are null and void and of no effect. No amendment or change hereof or addition hereto shall be effective or binding on either of the Parties hereto unless reduced to writing and duly executed on behalf of both Parties.

14.10

Waiver. It is agreed that no waiver by either Party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.

14.11

Use of Name. Neither Party shall use the name or trademarks of the other Party in any advertisements or sales materials without the prior written consent of such other Party.

14.12

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and which together shall constitute one instrument.

Schedule B -

Principal Researchers

Schedule C -

VBI-Background Technology

Schedule D -

Option Notice

Schedule E-

Conditions for the License Agreement

Schedule F-

Material Transmission Report

VARIATION OWNED FORMULATION PROCESS PATENT APPLICATIONS (Published)

Inventors:

David Evander Anderson and Andrei Ogrel

Owner: Variation Biotechnologies Inc.

Patent Family:

Methods for Preparing Liposomes and Formulation Produced Therefrom

Priority Date(s):

July 6, Oct. 30^th, 2009

VBI-009-1/VBI-009-2

US 61/223,196 and US 61/256,912

Country

Number

Agent

Filing Date

Reference No.

Status or Patent No.

PCT

PCT/US10/041078

WO 11/005769

(publish 13/01/11)

Choate

(0041)

06/07/10

VBI-009PC

● National Phase

Canada

2,767,392

BLG

06/07/10

VBI-009CA

● Pending – Examination to be requested 06/07/15

United States

13/377,365

Choate

06/07/10

VBI-009US

● Pending – 1^st Office Action Response due 06/09/14

Europe

10797727.4

BLG

06/07/10

VBI-009EP

● Pending – 

Response filed to Extended European Search Report

Japan

2012-519672

BLG

06/07/10

VBI-009JP

● Pending

China

201080039405.6

BLG

06/07/10

VBI-009CN

● Pending – 1^st & 2^nd

Office Action Response filed

Australia

2010270722

BLG

06/07/10

VBI-009AU

● Pending

Brazil

112012 0008269

BLG

06/07/10

VBI-009BR

● Pending

Israel

217375

BLG

06/07/10

VBI-009IL

● Pending – Response filed to Examination Notice

India

1069/DELNP/2012

BLG

06/07/10

VBI-009IN

● Pending

Mexico

MX/A/2012/000372

BLG

06/07/10

VBI-009MX

● Pending – 1^st Office Action Response filed 24/06/14

Inventors:

David Evander Anderson, Francisco Diaz-Mitoma and Thanh Le

Owner: Variation Biotechnologies Inc.

Patent Family:

Methods for Preparing Liposomes and Formulation Produced Therefrom

Priority Date(s):

July 6, Oct. 30^th, 2009

VBI-010-1/VBI-010-2

US 61/223,192 and 

US 61/256, 909

Country

Number

Agent

Filing Date

Reference No.

Status or Patent No.

PCT

PCT/US10/041081

WO 11/005772

(publish 13/01/11)

Choate

(0043)

06/07/10

VBI-010PC

● National Phase

Canada

2,803,282

BLG

06/07/10

VBI-010CA

● Pending – 

Examination to be Requested 06/07/15

United States

13/377,371

Choate

06/07/10

VBI-010US

● Pending – 1^st Office

Action Response filed 30/06/14

VARIATION OWNED THERMOSTABLE FORMULATION PATENT APPLICATIONS (published)

Inventors:

David Evander Anderson

Owner: Variation Biotechnologies Inc.

Patent Family:

Compositions and Methods for Treating Influenza

Priority Date:

December 23, 2009

VBI-015-1

61/289,556

Country

Number

Agent

Filing Date

Reference No.

Status or Patent No.

PCT

PCT/US10/62079

Choate (0049)

23/12/10

VBI-015PC

● PCT withdrawn prior to publication

Inventors:

David Evander Anderson, Jeff Baxter, Andrei Ogrel and Ron Boch

Owner: Variation Biotechnologies Inc.

Patent Family:

Compositions and Methods for Treating Influenza

Priority Date(s):

July 6, 2010 & Jan. 10, 2011

VBI-015-2/ VBI-015-4

US 61/361,898 and

US 61/431,218

Country

Number

Agent

Filing Date

Reference No.

Status or Patent No.

PCT

PCT/US11/43094

WO 12/006367

(publish 12/01/12)

Choate

(0073)

06/07/11

VBI-015PC1

● National Phase

Canada

2,840,079

BLG

06/07/11

VBI-015CA

● Pending –

Examination to be Requested 06/07/16

United States

13/808,155

Choate

06/07/11

VBI-015US

● Pending – 1^st Office Action response filed

Europe

11804305.8

BLG

06/07/11

VBI-015EP

● Pending

Japan

2013-518810

BLG

06/07/11

VBI-015JP

● Pending –

Examination Requested 05/07/14

China

201180042971.7

BLG

06/07/11

VBI-015CN

● Pending

Australia

2011276223

BLG

06/07/11

VBI-015AU

● Pending – 1^st Office Action Response due 14/01/15

Brazil

1120130003944

BLG

06/07/11

VBI-015BR

● Pending –

Examination Requested 05/07/14

Israel

224022

BLG

06/07/11

VBI-015IL

● Pending

India

1077/DELNP/2013

BLG

06/07/11

VBI-015IN

● Pending –

Examination Requested 05/07/14

Mexico

MX/A/2012/015232

BLG

06/07/11

VBI-015MX

● Pending

Inventors:

David Evander Anderson, Jeff Baxter, Andrei Ogrel and Ron Boch

Owner: Variation Biotechnologies Inc.

Patent Family:

Compositions and Methods for Treating Influenza

Priority Date(s):

July 6, 2010 & Jan. 10, 2011 

VBI-015-3/VBI-015-5

US 61/361,899 and

US 61/431,278

Country

Number

Agent

Filing Date

Reference No.

Status or Patent No.

PCT

PCT/US11/43095

WO 12/006368

(publish 12/01/12)

Choate

(0074)

06/07/11

VBI-015PC2

● Not converted at National Phase

Inventors:

David Evander Anderson, Tanvir Ahmed, Jasminka Bozic and Marc Kirchmeier

Owner: Variation Biotechnologies Inc.

Patent Family:

Compositions and Methods for Treating Viral Infections

Priority Date:

January 13, 2011 VBI-023-1

61/432,567

Country

Number

Agent

Filing Date

Reference No.

Status or Patent No.

PCT

PCT/US12/21388

WO 12/097346

(Publish 19/07/12)

Choate

(0080)

13/01/12

VBI-023PC

● National Phase

Canada

NA

BLG

13/01/12

VBI-023CA

● Reinstate NPE late entry 13/07/14

United States

13/979,322

BLG

13/01/12

VBI-023US

● Pending – Preliminary Amendment filed

Europe

12734104.8

BLG

13/01/12

VBI-023EP

● Pending – Claim Amendments filed

China

201280008709.5

BLG

13/01/12

VBI-023CN

● Pending 

Brazil

1120130179392

BLG

13/01/12

VBI-023BR

● Pending –

Examination to be Requested 12/01/15

India

7052/DELNP/2013

BLG

13/01/12

VBI-023IN

● Pending – 

Examination to be Requested 12/01/15

Mexico

MX/A/2013/008106

BLG

13/01/12

VBI-023MX

● Pending

Inventors:

David Evander Anderson, Yvonne Perrie, Jit Wilkhu and Marc Kirchmeier

Owner: Variation Biotechnologies Inc.

Patent Family:

Methods for Preparing Vesicles and Formulations Produced Therefrom

Priority Date:

January 13, 2011

VBI-024-1

61/432,569

Country

Number

Agent

Filing Date

Reference No.

Status or Patent No.

PCT

PCT/US12/21389

WO 12/097347

(Publish 19/07/12)

Choate

(0081)

13/01/12

VBI-024PC

● National Phase

Canada

NA

BLG

13/01/12

VBI-024CA

● Reinstate NPE late entry 13/07/14

United States

13/979,317

BLG

13/01/12

VBI-024US

● Pending – Preliminary Amendment filed

Europe

12733900.0

BLG

13/01/12

VBI-024EP

● Pending – Claim Amendments filed

China

201280008692.3

BLG

13/01/12

VBI-024CN

● Pending 

Australia

2012205315

BLG

13/01/12

VBI-024AU

● Pending – 

Examination to be Requested 12/01/17

Brazil

1120130180749

BLG

13/01/12

VBI-024BR

● Pending –

Examination to be Requested 12/01/15

India

7053/DELNP/2013

BLG

13/01/12

VBI-024IN

● Pending –

Examination to be Requested 12/01/15

Mexico

MX/A/2013/008104

BLG

13/01/12

VBI-024MX

● Pending

Inventors:

David Evander Anderson

Owner: Variation Biotechnologies Inc.

Patent Family:

Compositions and Methods for Treating Viral Infections

Priority Date:

January 12, 2012

VBI-026-1

61/585,971

Country

Number

Agent

Filing Date

Reference No.

Status or Patent No.

PCT

PCT/US13/21277

PCT/IB13/000453

WO 13/104995

(publish 18/07/13)

Choate

(0091)

BLG

12/01/13

VBI-026PC

● Pending – NPE (30 months) due 11/07/14 

● Assignment filed

Inventors:

Marc Kirchmeier

Owner: Variation Biotechnologies Inc.

Patent Family:

Methods and Compositions for Therapeutic Agents

Priority Date:

January 27, 2012

VBI-027-1

61/591,837

Country

Number

Agent

Filing Date

Reference No.

Status or Patent No.

PCT

PCT/US13/23079

PCT/IB13/000454

WO 13/111012

(publish 01/08/13)

Choate

(0092)

BLG

25/01/13

VBI-027PC

● Pending – NPE (30 months) due 26/07/14

● Assignment filed

Trademark Family:

Lipid Particle Vaccine™ 

Priority Date:

May 20, 2011

Country

Number

Agent

Filing Date

Reference No.

Status

Canada

S.N. 1,528,640

BLG

20/05/11

TM 103841-1 CA

● Pending

Trademark Family:

LPV™

Priority Date:

May 20, 2011

Country

Number

Agent

Filing Date

Reference No.

Status

Canada

S.N. 1,528,635

BLG

20/05/11

TM 103842-1 CA

● Pending

●

Non-exclusive Field of Use :

Deal terms (000’s US Dollars)

**

Additional targets

Upfront Technology Access Fee

**

**

Feasibility Study Funding

**

**

Option Exercise Fee

(successful feasibility is trigger)

**

**

Phase II Start

**

**

Phase III Start

**

**

BLA Filing

**

**

Royalty Rate

**

**

SVT 

VBI 

Per:________________________________

Per:___________________________________