Amendment to the Collaboration and License Agreement dated April 11, 2019, as amended, between Nanomerics Ltd. and Virpax Pharmaceuticals, Inc., dated April 6, 2021

Exhibit 10.3

AMENDMENT NO. 2

to the Nanomerics / Virpax Collaboration and License Agreement dated April 11^th 2019

This Amendment No. 2 (the “Amendment”) to the Collaboration and License Agreement dated April 11th 2019, as amended by the Amendment No 1 dated December 30^th 2019 with respect to the PTSD Program, by and between Nanomerics Ltd. (“Nanomerics”) and Virpax Pharmaceuticals, Inc. (“Virpax”) (the “Agreement”), is made effective this day of January 2021 (the “Amendment Effective Date”).

Virpax and Nanomerics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

WHEREAS, Virpax and Nanomerics are parties to the Agreement;

WHEREAS, the Parties desire to modify certain terms of the Agreement as set forth in this Amendment to better record and clarify their mutual intentions;

WHEREAS, any capitalized term not separately defined in this Amendment shall have the meaning ascribed to it in the Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Any capitalized term not separately defined in this Amendment shall have the meaning ascribed to it in the Agreement.

The terms of this Amendment will be deemed to be incorporated as part of and not in conflict with the Agreement. In the event of any conflict or inconsistency between any of the terms of this Amendment with any of the terms of the Agreement, the terms of this Amendment will prevail and the Agreement will be deemed to have been amended to the extent necessary to give effect to the terms of this Amendment.

In Article 1 of the Agreement:

Replace the existing definition of “Device” with:

“Naltos Device” means the drug delivery device known under the trademark NALTOSÒ as further specified in Schedule 2 and used by Virpax, its Affiliates or Sublicensees as part of Licensed Product.

“Device” means any drug delivery device other than the Naltos Device.”

In the definition of “Exploit”, insert:

“and “Exploiting”” after ““Exploit””

In the definition of “Funding Expiry Date”, replace:

“31^st December 2019” with “31^st March 2021”.

Add the following new definitions:

““Indications” means the prophylaxis, diagnosis and treatment of: (a) pain; (b) Post Traumatic Stress Disorder; and (c) such other indications as the Parties may reasonably agree.”

Add the following new definitions:

““Product Patents” means those Licensed Patents identified in Schedule 4 hereto as being specific to the Compound or the Device.

“General Patents” means those Licensed Patents other than the Product Patents.”

Replace the existing definition of “Product” with:

““Product” means a product containing Compound as the active ingredient (whether or not incorporating a Device), in finished form for human application by intranasal administration.”

Replace the existing definition of “Funding” with:

“Funding” means funding provided by one or more Third Parties for use in the Program as described in Schedule 3 hereto (the “Funding Plan”). For clarity, the Funding does not include the PTSD Funding, and the Funding Plan does not include the PTSD Funding Plan.

Replace the existing definition of “Technology” with:

“Technology” means Nanomerics’ proprietary nanoenabled nasal enkephalin formulation (utlilising Nanomerics’ proprietary Molecular Envelope Technology (MET)) as further identified in Schedule 6 as it may be developed and improved during the term of this Agreement and including any derivatives thereof.”

Replace Section 3.1 with:

(a) an exclusive (including with regard to Nanomerics and its Affiliates) right and licence in the Territory, with the right to grant sublicenses pursuant to Section 3.2, under Nanomerics’ and its Affiliates’ rights, titles, and interests in and to the Product Patents, the Licenced Know-How and the Licensed Improvements to:

and (b) a non-exclusive right and licence in the Territory, with the right to grant sublicenses pursuant to Section 3.2, under Nanomerics’ and its Affiliates’ rights, titles, and interests in and to the General Patents and the Technology to Exploit the Licensed Products in accordance with sections 3.1.1 and 3.1.2.”

In Section 3.4:

Replace “Virpax’s exclusive position granted by Section 3.1” with “Virpax’s exclusive position granted by Section 3.1 (a)”

Replace the existing Section 10.1 with:

Replace the existing Section 10.3 with:

In Section 13.4, replace:

“31^st January 2020” with “31^st March 2021”

Add the following as a new Section 13.4.1:

The following is added as a new Schedule 3b:

Schedule 3b

PTSD Funding Plan

During calendar years 2021 and 2022, Virpax intends to apply for one or more grants from the NIH or other government or institution-supported grant programs to fund the PTSD Program. In order to constitute “PTSD Funding” for the purposes of this Agreement, the aggregate cash awarded to Virpax from such grants must exceed $1,000,000.

Reorder the Licensed Patents into “Product Patents” and “General Patents” by replacing the existing Schedule 4 with:

The following is added as a new Schedule 5b:

Schedule 5b

PTSD Program

A development plan for the PTSD Program will be provided by Virpax to Nanomerics when grant applications for PTSD Funding are submitted.

This Amendment shall become effective on the Amendment Effective Date.

This Amendment, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement. The Parties hereby agree that subject to the modifications specifically stated in this Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

[Signatures to follow on the next page]

This Agreement has been signed by the Parties’ duly authorized signatories. This Agreement may be executed and transmitted via email in Portable Document Format (PDF), and in counterparts, each of which taken together, shall constitute one agreement binding on the Parties with the same force and effect as an original signed agreement.

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