Contract

Exhibit 10.1

[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH AS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Co-ownership Agreement (the “Agreement”)

Entered into by:

INSERM-TRANSFERT S.A., a limited liability company headquartered at 0 xxx Xxxx, 00000 Xxxxx (“INSERM-TRANSFERT”), acting upon delegation of authority by the Institut National de la Santé Et de la Recherche Médicale (“INSERM”), headquartered at 000 xxx xx Xxxxxxx, 00000 Xxxxx Cedex 13,

and

Mymetics Corporation, a corporation organized under the laws of the State of Delaware with its principal place of business located at 00, xxx xx xx Xxxxxxxxxx, XX 0000 Xxxx, Xxxxxxxxxxx (“Mymetics”),

and

PEVION Biotech Ltd., a limited liability company organized under the laws of Switzerland with its principal place of business at Xxxxxxxxxxxxx 00, XX-0000 Xxxxx, Xxxxxxxxxxx, (“Pevion”),

each a “Party”, and collectively the “Parties”.

Preamble

The Parties intend to exploit the patents derived from the PCT application filed on March 3, 2006, under the number IB 2006/000466 and the name “Virosome-like vesicles comprising gp41-derived antigens” (the “Patents”).

INSERM-TRANSFERT is acting upon delegation of authority from INSERM in order to commercialize the above-mentioned patent rights, not as assignee of these rights.

1. Purpose

The purpose of this Agreement is to formalize the rules governing the co-ownership of the Patents, as well as the rights and obligations deriving therefrom.

2. Co-ownership

The co-ownership shares of the Parties are as follows:

	•		INSERM: [***]%
	•		Pevion: [***]%
	•		Mymetics: [***]%

3. Duration

This Agreement is valid from the Effective Date (i.e., upon signature of the Agreement by the last Party) and terminates upon the date of expiration or abandonment of the last of the Patents or upon one of the co-owners becoming the 100% owner of the Patents.

4. Industrial property

The Parties entrust Mymetics with the role of managing the Patents. Mymetics has the power to act on behalf of the other co-owners, with a right of consultation in favor of the other parties as regards potential proceedings involving the Patents.

Each Party may abandon its co-ownership share of a Patent, to the benefit of the other Parties. In case of abandonment by all Parties, the inventors are entitled to receive the rights over the Patents.

Each Party may assign its share of co-ownership of part or all of the Patents. In case of assignment by Pevion or INSERM, the other Parties have a right of preemption. In case of assignment to a third party, the assignee will be bound by this Agreement.

5. Procedural costs

Mymetics will bear all procedural costs related to the Patents, except those related to countries for which Mymetics has no co-ownership rights, which will be borne by the other Parties in proportion to their respective co-ownership shares.

6. Research

The Parties may use the Patents for internal research purposes only. In case of research involving third parties, the other Parties have rights of information and veto, which must be exercised in good faith.

7. Commercial exploitation

The commercial exploitation conditions are regulated in a separate exploitation agreement.

8. Assignment

An assignment is admissible only as provided for under Section 4 above.

9. Termination

The Agreement is terminated in case one of the co-owners becomes the sole owner of all Patents or in case of event of default which is not remedied within three months.

14. Applicable law — litigation

The agreement is governed by French law.

In case of dispute which cannot be amicably settled within three months, the Parties may submit their dispute to French courts.

Miscellaneous

Sections 10-13 and 15-16 are customary provisions regarding Waivers (Section 10), Severability (Section 11), Captions (Section 12), Entire Agreement (Section 13), Filing of Agreement (Section 15) and Notifications (Section 16).