[ENGLISH TRANSLATION]

AGREEMENT

Between

The Free State of Bavaria, represented by the ministry of environment, health and consumer protection (StMUGV), Rosenkavalierplatz 2, 81925 Munich

(hereinafter referred to as “StMUGV”)

and

VIVACS GmbH, Am Klopferspitz 19, 82152 Martinsried, Germany, represented by its managing director, Mr. Karl Heller

(hereinafter referred to as “VIVACS”)

Preamble

1. a) The StMUGV intends and is obliged to strengthen Bavaria as development and research location. Thus the StMUGV is particularly interested in encouraging and supporting young innovative enterprises in the region.

b) The Free State of Bavaria owns a pre-vaccine for small pox that was approved between 1977 and 1987. The pre-vaccine contains the Modified Vacciniavirus Ankara (MVA) as active live vaccine. The Bavarian institute for vaccination had developed this vaccine and had documented its preparation.

2. a) VIVACS is a biotech company, located in the Gründerzentrum IZB (Founders’ Center) in Munich that specializes in the development and production of viral vectors and recombinant viral vectors that may be used as vaccines against infectious diseases or cancer.

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