Amendment #2 to Technology License Agreement

Exhibit 10.6

  Amendment #2 to Technology License Agreement

BUSINESS CONFIDENTIAL – PROTECTED B

THIS IS AN AMENDING AGREEMENT (the “Agreement”)

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

a Departmental Corporation”

forming part of the Government of Canada, which corporation was created by

Act of Parliament, R.S.C. 1985, c. N-15

whose head office address is: 0000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxx X0X 0X0 Xxxxxx

Human Health Therapeutics (HHT) Research Centre located at:
0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx X0X 0X0 Xxxxxx

Scientific contacts: Xxxx Xxxxxxxx – Email: xxxx.xxxxxxxx@xxxx-xxx.xx.xx

Xxxxx Xxxxxxxxxxx – Email: xxxxx.xxxxxxxxxxx@xxxx-xxx.xx.xx

Business contact: Xxxxxxxxx Xxxxxxx – Email: xxxxxxxxx.xxxxxxx@xxxx-xxx.xx.xx

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

a corporation under the laws of the state of Florida, the United States of America

whose address is: 0000 Xxxxxxxxxx Xxxxxxxxx – Xxxxx 000- Xxxxx, Xxxxxxx, 00000, X.X.X.

Contact: Xxxxxxx Xxxxxxxx – Email: xxxxxxxxx@xxxxxxxxx.xxx

(hereinafter collectively referred to as “the Parties” and individually as a “Party”)

WHEREAS the Parties entered into a Technology License Agreement signed by NRC on July 26, 2021 with NRC reference number A-0039781 and amendment #1 signed by the NRC on September 2^nd, 2021 with NRC reference number A-0041119 (together called the “Original Agreement”).

WHEREAS as part of their continuous co-operation to enhance and provide effective vaccines to fight infectious diseases, the Parties agree to extend the scope of the field of use of the Original Agreement.

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

	1.	The Original Agreement shall be read with the amended terms stated below. With respect to all other terms, the Parties confirm the Original Agreement.
	2.	The Parties agree that the following statement shall be added to the end of Section 5.2 of the Original Agreement:

For clarity, the Licensee shall provide the NRC every six (6) months from the first submission of an IND to any regulatory authority, with a detailed a report pertaining to the latest updates and outcomes arising out of Regulatory Approval. The NRC shall treat these reports as the Licensee’s confidential information as per stated in Section 6.2 of the Original Agreement.

3. The Parties agree that Section 2.2 of the Original Agreement is hereby removed in its entirety and replaced by the following:

2.2 Field of Use: The Licensee shall not deal in any manner with the NRC Technology except as authorized under this Agreement for applications within the Territory and within the authorized field of use, which is: protein subunit vaccines against diseases caused by coronaviruses and any genetic variants thereof for sales worldwide.

	4.	The Parties agree that Annex B of the Original Agreement is hereby removed in its entirety and replaced by the Annex B in this Agreement.
	5.	This Agreement may be executed in one or more counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one valid and binding Agreement. A portable document format (PDF) copy of an executed counterpart signature page will be as valid as an originally executed counterpart for purposes of signing this Agreement.

NRC INTERNAL USE: HHT – PP&A # A-0041785 (Orig. A-0039781) Page 1 of 3

  Amendment #2 to Technology License Agreement

BUSINESS CONFIDENTIAL – PROTECTED B

NRC INTERNAL USE: HHT – PP&A # A-0041785 (Orig. A-0039781) Page 2 of 3

  Amendment #2 to Technology License Agreement

BUSINESS CONFIDENTIAL – PROTECTED B

ANNEX B – List of Contractors

List of Contractors

1.	KBI Biopharma; 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX XXX 00000
2.	Experimur; 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, XX XXX 00000-0000
3.	Biodextris; 000 Xxxxxxxxx Xxxxxxx X, Xxxxx, XX, Xxxxxx X0X 0X0
4.	Avid Bioservices; 0000 Xxxxxxxx Xxxxx Xxxxx 000, Xxxxxx, XX XXX 00000
5.	PPD; 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, XX XXX 00000-0000
6.	Xxxxxx Xxxx Army Institute of Research (WRAIR); 000 Xxxxxx Xxxxx Xxx, Xxxxxx Xxxxxx, XX XXX 00000
7.	Berkshire Sterile Manufacturing; 000 Xxxxxxxx Xxxxxx, Xxxxx X000 Xxx, XX XXX 00000
8.	Bioreliance; 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX XXX 00000-0000
9.	Xxxxxxx River Laboratories; 000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx, XX XXX 00000
10.	KryoCal LLC (as Kryosphere); 00000 Xxxxxx Xxxxxxx Xxxxx 000, Xxxx, XX XXX 00000
11.	Resilience Biotechnologies Inc., 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxxx, XX X0X 0X0, Xxxxxx
12.	Xxxxxxx Biotechnologies Inc. 0000 XX 00xx Xxx, Xxxxxxxxxx, XX 00000, Xxxxxx Xxxxxx
13.	Bionova Scientific Inc. 0000 X Xxxxxx Xxx, Xxxxxxx, XX 00000, Xxxxxx Xxxxxx

List of Service Providers

1. Biodextris; 000 Xxxxxxxxx Xxxxxxx X, Xxxxx, XX, Xxxxxx X0X 0X0

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