UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report .. . . . . . . . . . . . . . . For the transition period from to Commission file number: IMV Inc. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Canada (Jurisdiction of Incorporation or Organization) 130 Eileen Stubbs Avenue, Suite 19 Dartmouth Nova Scotia B3B 2C4, Canada (Address of Principal Executive Offices) Brittany Davison, Chief Accounting Officer 130 Eileen Stubbs Avenue, Suite 19 Dartmouth, Nova Scotia B3B 2C4 Canada Telephone: (902) 492-1819 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares IMV The Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act None (Title of Class) Securities for which there is a reporting obligation pursuant to section 15(d) of the Act None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 9,560,222. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐Yes ☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐Yes ☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) ☒Yes ☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ †The term “new or revised financial accounting standard” refers to any updated issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) . ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ☐ Yes ☐No TABLE OF CONTENTS Table of Contents i General Matters iii Cautionary Note Regarding Forward-Looking Statements iii Risk Factors Summary iv Glossary v Part I 1 Item 1. Identity Of Directors, Senior Management And Advisors 1 Item 2. Offer Statistics And Expected Timetable 1 Item 3. Key Information 1 Item 3.A. Reserved 1 Item 3.B. Capitalization And Indebtedness 1 Item 3.C. Reasons For The Offer And Use Of Proceeds 1 Item 3.D. Risk Factors 1 Item 4. Information On The Company 30 Item 4.A. History And Development Of The Company 30 Item 4.B. Business Overview 40 Item 4.C. Unresolved Staff Comments 60 Item 5. Operating And Financial Review And Prospects 60 Item 6. Directors, Senior Management And Employees 60 Item 6.A. Compensation 66 Item 6.B. Board Practices 69 Item 6.C. Employees 71 Item 6.D. Share Ownership 71 Item 6.E. Disclosure Of A Registrant’s Action To Recover Erroneously Awarded Compensation 76 Item 7. Major Shareholders And Related Party Transactions 76 Item 7.A. Major Shareholders 76 Item 7.B. Related Party Transactions 76 Item 7.C. Interests Of Experts And Counsel 76 Item 8. Financial Information 76 Item 8.A. Consolidated Statements And Other Financial Information 76 Item 8.B. Significant Changes 76 Item 9. The Offer And Listing. 76 Item 9.A. Offer And Listing Details 76 Item 9.B. Plan Of Distribution 76 Item 9.C. Markets 77 Item 9.D. Selling Shareholders 77 Item 9.E. Dilution 77 Item 9.F. Expenses Of The Issue 77 i Item 10. Additional Information 77 Item 10.A. Share Capital 77 Item 10.B. Memorandum And Articles Of Association 77 Item 10.C. Material Contracts 81 Item 10.D. Exchange Controls 82 Item 10.E. Taxation 82 Item 10.F. Dividends And Paying Agents 87 Item 10.G. Statement By Experts 87 Item 10.H. Documents On Display 87 Item 10.I. Subsidiary Information 87 Item 11. Quantitative And Qualitative Disclosures About Market Risk 87 Item 12. Description Of Securities Other Than Equity Securities 88 Item 12.A. Debt Securities 88 Item 12.B. Warrants And Rights 89 Item 12.C. Other Securities 89 Item 12.D. American Depositary Shares 89 Part II 90 Item 13. Defaults, Dividend Arrearages And Delinquencies 90 Item 14. Material Modifications To The Rights Of Security Holders And Use Of Proceeds 90 Item 14.A. Use Of Proceeds 90 Item 15. Controls And Procedures 90 Item 16. [Reserved] 91 Item 16.A. Audit Committee Financial Expert 91 Item 16.B. Code Of Ethics 91 Item 16.C. Principal Accountant Fees And Services 92 Item 16.D. Exemptions From The Listing Standards For Audit Committees 92 Item 16.E. Purchases Of Equity Securities By The Issuer And Affiliated Purchasers 92 Item 16.F. Change In Registrant’s Certifying Accountant 92 Item 16.G. Corporate Governance 92 Item 16.H. Mine Safety Disclosure 93 Item 16.I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 93 Part III 93 Item 17: Financial Statements 93 Item 18: Financial Statements 93 Item 19. Exhibits 94 ii GENERAL MATTERS Unless otherwise noted or the context indicates otherwise “we”, “us”, “our”, the “Company”, the “Corporation” or “IMV” refer to IMV Inc. and its subsidiaries. Unless otherwise indicated, financial information in this Annual Report on Form 20-F (this “Annual Report”) has been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Unless otherwise noted herein, all references to “$,” “US$,” “United States dollars,” or “dollars” are to the currency of the United States and “C$,” “Canadian dollars,” are to the currency of Canada. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and as such, we have elected to comply with certain reduced U.S. public company reporting requirements. Unless otherwise indicated, the Company has obtained the market and industry data contained in this Annual Report from its internal research, management’s estimates and third-party public information and other industry publications. While the Company believes such internal research, management’s estimates and third-party public information is reliable, such internal research and management’s estimates have not been verified by any independent sources, excluding the Company’s annual audit of the financial statements, and the Company has not verified any third-party public information. While the Company is not aware of any misstatements regarding the market and industry data contained in this Annual Report, such data involves risks and uncertainties and are subject to change based on various factors, including those described under “Cautionary Statement Regarding Forward-Looking Information and Statements” and “Item 3.D. Risk Factors”. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. The statements we make regarding the following matters are forward-looking by their nature and are based on certain of the assumptions noted below: ● the Corporation’s ability to raise sufficient capital and obtain additional funding on reasonable terms when necessary; ● positive results of preclinical assays, studies and clinical trials; ● the Corporation’s ability to successfully develop existing and new product candidates; ● the Corporation’s ability to hire and retain skilled staff; ● the products and technology offered by the Corporation’s competitors; ● general business and economic conditions, including as a result of the ongoing COVID-19 pandemic, as well as political crisis, such as terrorism, war, political instability or other conflict; ● adverse macroeconomic conditions including inflation, disruptions in global market conditions and the increase in labour costs; ● the Corporation’s ability to accurately assess and anticipate the impact of COVID-19 on the Corporation’s clinical studies and trials and operations generally; ● the Corporation’s ability to protect its intellectual property; ● the coverage and applicability of the Corporation’s intellectual property rights to any of its product candidates; ● the expectation that the Common Shares will continue to be listed on the Toronto Stock Exchange (“TSX”) and the Nasdaq Stock Market LLC (“Nasdaq”), including as it relates to the Corporation regaining compliance with the Nasdaq listing requirements, such as the Minimum Market Value of Listed Securities Requirement (“MVLS”); ● the Corporation’s ability to manufacture its product candidates, if approved, and to meet demand; ● the general regulatory environment in which the Corporation operates; iii ● the Corporation’s ability to collaborate with governmental authorities with respect to the clinical development of its product candidates; and ● obtaining necessary regulatory approvals for its product candidates and the timing in respect thereof. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, those factors identified under the Risk Factors listed below in Item 3.D. of this Annual Report. Furthermore, unless otherwise stated, the forward-looking statements contained in this Annual Report are made as of the date hereof, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes or otherwise, except as required by law. RISK FACTORS SUMMARY The following is a summary of the principal risk factors and uncertainties described in more detail in this report that make an investment in the Corporation speculative or risky: Risks Related to the Financial Position and Need for Additional Capital ● The Corporation has incurred significant losses since its inception and expects to incur losses for the foreseeable future and may never achieve or maintain profitability. Our management has concluded that these factors raise substantial doubt about our ability to continue as a going concern. ● The Corporation will need substantial additional funding. If the Corporation is unable to raise capital when needed, the Corporation would be forced to delay, reduce, terminate or eliminate product development programs, potentially including the ongoing and planned clinical trials of maveropepimut-S (“MVP-S” previously known as DPX-Survivac) or commercialization efforts. ● Raising additional capital may cause dilution to existing shareholders, restrict operations or require the Corporation to relinquish rights to its technologies or product candidates. Risks Related to the Development and Commercialization of the Corporation’s Product Candidates ● The Corporation depends heavily on the success of MVP-S and other product candidates. All of the product candidates are still in preclinical or clinical development. Clinical trials of the product candidates may not be successful. If the Corporation is unable to commercialize the product candidates, for which it receives regulatory approval, or experiences significant delays in doing so, the business may be materially harmed. ● If clinical trials of the product candidates, such as the ongoing and planned clinical trials of MVP-S or of DPX-SurMAGE fail to demonstrate safety and efficacy to the satisfaction of the U.S. Food and Drug Administration (“FDA”), Health Canada or similar regulatory authorities outside the United States and Canada or do not otherwise produce positive results, the Corporation may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of the product candidates. ● The design or the Corporation’s execution of clinical trials may not support regulatory approval. ● If the Corporation is unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market its product candidates, the Corporation may not be successful in commercializing its product candidates if and when they are approved. iv Risks Related to the Corporation’s Dependence on Third Parties ● If the Corporation is not able to establish collaborations for the development and commercialization of its product candidates, the Corporation’s commercialization program could be delayed, diminished, or terminated. ● The Corporation relies on third parties to conduct its clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials. ● The Corporation relies on third parties to conduct its clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials. Risks Related to the Manufacturing of the Corporation’s Product Candidates ● The Corporation depends on third-party contract manufacturers and suppliers to obtain the Corporation’s raw ingredients and intermediate drug substances, which are necessary for the production of the Corporation’s product candidates. ● The Corporation does not have its own manufacturing facilities or personnel and expects to rely on third parties, such as Contract Development and Manufacturers (“CDMOs”), for the manufacture of future product candidates. ● The Corporation has no experience manufacturing commercial quantities of products and does not currently have the resources to commercially manufacture any products that the Corporation may develop, and for which it receives regulatory approval. Risks Related to the Corporation’s Intellectual Property ● If the Corporation is unable to obtain and maintain patent protection for its technology and products, or if the Corporation’s licensors are unable to obtain and maintain patent protection for the technology or products that the Corporation licenses from them, or if the scope of the patent protection obtained is not sufficiently broad, the Corporation’s competitors could develop and commercialize technology and products similar or identical to that of the Corporation’s, and its ability to successfully commercialize its technology and products may be adversely affected. Risks Related to Regulatory Approval of the Corporation’s Product Candidates and Other Legal Compliance Matters ● If the Corporation is not able to obtain, or if there are delays in obtaining, required regulatory approvals, the Corporation may not be able to commercialize, in a timely manner or at all, its product candidates, and its ability to generate revenue may be materially impaired. GLOSSARY “AACR” is the American Association for Cancer Research; “APC” means antigen presenting cells; “Applicable Withholding Taxes” means the aggregate amount of any federal, provincial, local or foreign taxes and other amounts required by law to be withheld; “Armistice” means Armistice Capital, LLC; v “ASCT” means autologous stem cell transplant; “ATM” means at-the-market; “BLA” means biologics license application; “BPCIA” means the Biologics Price Competition and Innovation Act of 2009; “CAO” means Chief Accounting Officer; “CBCA” means Canadian Business Corporations Act “CDMOs” means Contract Development and Manufacturers; “CEO” means Chief Executive Officer; “cGMP” means Good Manufacturing Practices; “Complete Response Letter” is a document indicating that the review cycle of an FDA application is complete and the application is not ready for approval; “CPA” means cyclophosphamide; “CPI” means Immune Checkpoint Inhibitor immunotherapy type; “CR” means complete response per RECIST criteria v1.1; “CTA” means clinical trial application; “DPX” or “DPX Platform” means IMV Inc.’s DPX® immune-educating delivery technology; “DSUs” means deferred share units; “DSU Plan” refers to the Company’s deferred share unit compensation plan for its Non-Executive Directors; “ECOG” refers to is a measure of patient functionality and is measured according to a standardized measure ranging from 0-5. Oken et al., Toxicity and response criteria of the Eastern Cooperative Oncology Group. Am J Clin Oncol. 1982 Dec;5(6):649-655. PMID: 7165009 “EMA” means the European Medicines Agency; “Fair Market Value” In the context of the Company’s stock option plan or deferred share unit plan, means the volume weighted average per share for the five trading days immediately preceding the award date; “FCHUQc” means La Fondation du CHU de Quebec; “FDA” means United States Food and Drug Administration; “FDCA” means the Federal Food, Drug, and Cosmetic Act; “GCP” means Good Clinical Practices; vi “GLP” means Good Laboratory Practice; “Horizon” means the Horizon Technology Finance Corporation; “IRB” means independent institutional review board; “IRAP IAP” means the National Research Council of Canada Industrial Research Assistance Program, Innovation Assistance Program; “IRS” means the Internal Revenue Service of the Company; “IT” means the Information Technology function of the Company; “Master Fund” means the Armistice Capital Master Fund Ltd.; “MOA” means mechanism of action; “MVLS” means the Market Value of Listed Securities; “MVP-S” means IMV Inc.’s maveropepimut-S product candidate (previously known as “DPX-Survivac”); “Nasdaq” means the Nasdaq Stock Market LLC; “NDA” means new drug application; “NHL” means Non-Hodgkin Lymphoma; “NMIBC” means non-muscle invasive bladder cancer; “Non-Executive Director” means any director of the Corporation who is not an employee or officer of the Corporation or of its subsidiaries; “NRC IRAP” means the National Research Council of Canada Industrial Research Assistance Program; “ODD” means Orphan Drug Designation from the FDA; “ORR” means Objective Response Rate; “PFIC” means passive foreign investment company; “PBMC” means peripheral blood mononuclear cells; “PD-L1” means Program Death Ligand 1; “PFS” means progression free survival; “PHSA” means the Public Health Service Act; “Piper Sandler” means Piper Sandler & Co.; “PR” means partial response; “QEF Election” means a qualified electing fund election; vii “r/r DLBCL” means relapsed/refractory Diffuse Large B Cell Lymphoma; “SABCS” means the San Antonio Breast Cancer Symposium; “SD” means stable disease; “SITC” means the Society for Immunotherapy of Cancer; “Termination” in the context of the Company’s deferred share unit plan means cessation of a Non-Executive Director’s directorship for any reason, including such person’s death “TSX” means the Toronto Stock Exchange; “UHN” means the University Health Network; “U.S. Treasury” means the United States Treasury Department; “VLP” means virus-like particles; “VWAP” means volume weighted average price; viii PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS Not required. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not required. ITEM 3. KEY INFORMATION ITEM 3.A. RESERVED [Reserved] ITEM 3.B. CAPITALIZATION AND INDEBTEDNESS Not required. ITEM 3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not required. ITEM 3.D. RISK FACTORS The following is a list of risks that the Company faces in its normal course of business. The risks and uncertainties set out below are not the only ones the Company is facing. There are additional risks and uncertainties that the Company does not currently know about or that the Company currently considers immaterial which may also impair the Company’s business operations and cause the price of the Common Shares of the Company to decline. If any of the following risks actually occur, the Company’s business may be harmed and the Company’s financial condition and results of operations may suffer significantly. Investors should carefully consider the risk factors set out below and consider all other information contained herein and in the Company's other public filings before making an investment decision. The risks set out below are not an exhaustive list and should not be taken as a complete summary or description of all the risks associated with the Company's business and the biotechnology business generally. Risks Related to the Financial Position and Need for Additional Capital The Corporation has incurred significant losses since its inception and expects to incur losses for the foreseeable future and may never achieve or maintain profitability. Our management has concluded that these factors raise substantial doubt about our ability to continue as a going concern. Since its inception, the Corporation has incurred significant operating losses. The net loss was $38.0 million for the year ended December 31, 2022, $36.6 million for the year ended December 31, 2021 and $23.4 million for the year ended December 31, 2020. As of December 31, 2022, the Corporation had an accumulated deficit of $192.9 million. To date, the Corporation has financed operations primarily through public offerings in Canada, private placements of securities, grants and license and collaboration agreements. The Corporation has devoted substantially all efforts to research and development, including clinical trials. IMV expects to continue to incur significant expenses and increasing operating losses for at least the next several years. The Corporation anticipates that the expenses will increase substantially if and as the Corporation: ● initiates or continues the clinical trials of MVP-S and other product candidates, such as DPX-SurMAGE; ● seeks regulatory approvals for the product candidates that successfully complete clinical trials; 1 ● establishes a sales, marketing and distribution infrastructure to commercialize product candidates for which the Corporation may obtain regulatory approval; ● maintains, expands and protects the Corporation’s intellectual property portfolio; ● continues other research and development efforts; ● hires additional clinical, quality control, scientific and management personnel; and ● adds operational, financial and management information systems and personnel, including personnel to support product candidate development and planned commercialization efforts. To become and remain profitable, the Corporation must develop and eventually commercialize a product or products with significant market potential. This development and commercialization will require the Corporation to be successful in a range of challenging activities, including successfully completing preclinical testing and clinical trials of the product candidates, obtaining regulatory approval for these product candidates and marketing and selling those products that obtain regulatory approval. The Corporation is only in the preliminary stages of some of these activities. The Corporation may never succeed in these activities and may never generate revenues that are significant or large enough to achieve profitability. Even if profitability is achieved, the Corporation may not be able to sustain or increase profitability on a quarterly or annual basis. Failure to become and remain profitable would decrease the value of the Corporation and could impair the Corporation’s ability to raise capital, expand the business, maintain research and development efforts, obtain regulatory approvals, commercialize products or continue operations. A decline in the value of the Corporation could also cause shareholders to lose all or part of their investment. We have concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on equity and other financings raise substantial doubt about our ability to continue as a going concern and management has included an explanatory paragraph relating to our ability to continue as a going concern in our financial statements for the years ended December 31, 2022, and 2021. However, the consolidated financial statements of the Corporations do not include any adjustments that might result from the outcome of this uncertainty. The Corporation will need substantial additional funding. If the Corporation is unable to raise capital when needed, the Corporation would be forced to delay, reduce, terminate or eliminate product development programs, potentially including the ongoing and planned clinical trials of MVP-S or commercialization efforts. The Corporation expects expenses to increase in connection with the ongoing activities, particularly as the Corporation continues the research, development and clinical trials of, and seeks regulatory approval for, the product candidates. In addition, if the Corporation obtains regulatory approval of any of the product candidates, the Corporation expects to incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. Furthermore, the Corporation will need to obtain additional funding in connection with continuing operations. If the Corporation is unable to raise capital when needed or on attractive terms, the Corporation would be forced to delay, reduce, terminate or eliminate the product development programs, potentially including the ongoing and planned clinical trials of MVP-S. As of December 31, 2022, the Corporation had cash and cash equivalents of $21.2 million and working capital of $18.2 million. The Corporation will need to obtain significant funding prior to the commercialization of any of its product candidates, if approved, including funding to complete all of the required clinical trials related to such product candidates. The Corporation does not currently have funds available to enable the Corporation to complete all of the required clinical trials for the commercialization of MVP-S, if approved, and to fund operating expenses through the completion of these trials. The Corporation expects that it will require $100 million or more to conduct the clinical trials and fund operating expenses through the completion of these ongoing trials. The Corporation’s future capital requirements will depend on many factors, including: ● the progress and results of the clinical trials of MVP-S and other product candidates; 2 ● the scope, progress, results and costs of preclinical development, laboratory testing and clinical trials for other product candidates; ● the costs, timing and outcome of regulatory review of any product candidate; ● the costs of commercialization activities, including product sales, marketing, manufacturing and distribution, for any of the product candidates for which regulatory approval is received; ● revenue, if any, received from commercial sales of the Corporation’s product candidates, should any of the product candidates be approved by the FDA, Health Canada or a similar regulatory authority outside the United States and Canada; the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing the Corporation’s intellectual property rights and defending intellectual property related claims; ● the extent to which the Corporation acquires or invests in other businesses, products and technologies; ● the emergence of competing therapies to the Corporation’s products for which is receives regulatory approval; ● the Corporation’s ability to obtain government or other third-party funding; and ● the Corporation’s ability to establish collaborations on favorable terms, if at all, particularly arrangements to market and distribute product candidates on a worldwide basis. Conducting preclinical testing and clinical trials is a time consuming, expensive and uncertain process that takes years to complete, and the Corporation may never generate the necessary data or results required to obtain regulatory approval and achieve product sales. In addition, the Corporation’s product candidates, if approved, may not achieve commercial success. The Corporation’s commercial revenues, if any, will be derived from sales of products that the Corporation does not expect to be commercially available for several years, if at all. Accordingly, the Corporation will need to continue to rely on additional funding to achieve the Corporation’s business objectives. Additional funding may not be available on acceptable terms to the Corporation, or at all. Raising additional capital may cause dilution to existing shareholders, restrict operations or require the Corporation to relinquish rights to its technologies or product candidates. Until such time, if ever, as the Corporation can generate substantial product revenues, the Corporation expects to finance its cash needs through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. Currently, the Corporation does not have any committed external source of funds. The Corporation will require substantial funding to complete the ongoing and planned clinical trials of MVP-S and other product candidates and to fund operating expenses and other activities. To the extent that the Corporation raises additional capital through the sale of equity or convertible debt securities, the shareholders ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the shareholders. Debt financing involves agreements that include covenants limiting or restricting the Corporation’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If the Corporation raises additional funds through government or other third- party funding, marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, the Corporation may have to relinquish valuable rights to its technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable. Risks Related to the Development and Commercialization of the Corporation’s Product Candidates The Corporation depends heavily on the success of MVP-S and other product candidates. All of the product candidates are still in preclinical or clinical development. Clinical trials of the product candidates may not be successful. If the Corporation is unable to commercialize the product candidates, for which it receives regulatory approval, or experiences significant delays in doing so, the business may be materially harmed. 3 All of the product candidates of the Corporation are still in preclinical or clinical development. The Corporation may never be able to obtain regulatory approval for any of its product candidates. The Corporation has committed significant human and financial resources to the development of MVP-S, and the DPX Platform. The ability to generate product revenues, which is not expected to occur for at least the next several years, if ever, will depend heavily on the successful development and eventual commercialization of these product candidates, especially MVP-S, the most advanced product candidate. The success of these product candidates will depend on several factors, including the following: ● successful completion of preclinical studies and clinical trials; ● receipt of marketing approvals from the FDA, Health Canada and similar regulatory authorities outside the United States and Canada; ● establishing commercial manufacturing capabilities by identifying and securing arrangements with third party manufacturers for the product candidates; ● maintaining patent and trade secret protection and regulatory exclusivity for the product candidates; ● launching commercial sales of the product candidates, if and when approved, whether alone or in collaboration with others; ● acceptance of the products, if and when approved, by patients, the medical community and third party payors; ● effectively competing with other therapies; and ● a continued acceptable safety profile of the products following approval. If the Corporation does not achieve one or more of these factors in a timely manner or at all, the Corporation could experience significant delays or an inability to successfully commercialize its product candidates, if approved, which would materially harm its business. If clinical trials of the product candidates, such as the ongoing and planned clinical trials of MVP-S or of DPX-SurMAGE fail to demonstrate safety and efficacy to the satisfaction of the FDA, Health Canada or similar regulatory authorities outside the United States and Canada or do not otherwise produce positive results, the Corporation may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of the product candidates. Before obtaining regulatory approval for the sale of any product candidate, the Corporation must conduct extensive clinical trials to demonstrate the safety, purity and potency, or efficacy, of the product candidates in humans. Clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more of the Corporation’s clinical trials can occur at any stage of testing. The outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their products. The Corporation may experience numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent the Corporation’s ability to receive regulatory approval or commercialize its product candidates, if approved. Unforeseen events that could delay or prevent the Corporation’s ability to receive regulatory approval or commercialize its product candidates include: ● regulators or institutional review boards may not authorize the Corporation or its investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site; ● the Corporation may have delays in reaching or fail to reach agreement on acceptable clinical trial contracts or clinical trial protocols with prospective trial sites; ● clinical trials of the product candidates may produce negative or inconclusive results, and the Corporation may decide, or regulators may require, additional clinical trials be conducted or product development programs be abandoned; 4 ● the number of patients required for clinical trials of the product candidates may be larger than anticipated, enrollment in these clinical trials may be slower than anticipated or participants may drop out of these clinical trials at a higher rate than anticipated; ● the Corporation’s third party contractors may fail to comply with regulatory requirements or meet their contractual obligations in a timely manner, or at all; ● the Corporation might have to suspend or terminate clinical trials of its product candidates for various reasons, including a finding that the participants are being exposed to unacceptable health risks; ● regulators or institutional review boards may require that the Corporation or its investigators suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks; ● the cost of clinical trials of the product candidates may be greater than anticipated; ● the supply or quality of the product candidates or other materials necessary to conduct clinical trials of the product candidates may be insufficient or inadequate; and ● the Corporation’s product candidates may have undesirable side effects or other unexpected characteristics, causing the Corporation or its investigators, regulators or institutional review boards to suspend or terminate the trials. In addition, the patients recruited for clinical trials of the product candidates may have a disease profile or other characteristics that are different than expected and different than what the clinical trials were designed for, which could adversely impact the results of the clinical trials. If the Corporation is required to conduct additional clinical trials or other testing of its product candidates beyond those that are currently contemplated, if the Corporation is unable to successfully complete clinical trials of its product candidates or other testing, if the results of these trials or tests are not positive or are only modestly positive or if there are safety concerns, the Corporation may: ● be delayed in obtaining marketing approval for its product candidates; ● not obtain marketing approval at all; ● obtain approval for indications or patient populations that are not as broad as intended or desired; ● obtain approval with labeling that includes significant use restrictions or safety warnings, including boxed warnings; ● have the product removed from the market after obtaining marketing approval; ● be subject to additional post marketing testing requirements; or ● be subject to restrictions on how the product is distributed or used. The Corporation’s product development costs will also increase if delays in testing or approvals are experienced. The Corporation does not know whether any clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all. Significant clinical trial delays could also shorten any periods during which the Corporation may have the exclusive right to commercialize its product candidates, if approved, or allow the Corporation’s competitors to bring products to market before the Corporation does and impair the Corporation’s ability to commercialize its product candidates, if approved, and may harm the business and results of operations. Interim, “topline” and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data. From time to time, we may publish interim, “topline” or preliminary data from our clinical trials. Interim, “topline” or preliminary data from clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Interim, “topline” and preliminary data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a 5 result, interim, “topline,” and preliminary data should be viewed with caution until the final data are available. Differences between interim, “topline” and preliminary data and final data could significantly harm our business prospects and may cause the trading price of our common stock to fluctuate significantly. Further, others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular product candidate or product and our business in general. In addition, the information we choose to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and you or others may not agree with what we determine is the material or otherwise appropriate information to include in our disclosure, and any information we determine not to disclose may ultimately be deemed significant with respect to future decisions, conclusions, views, activities or otherwise regarding a particular product candidate or our business. If the interim, “topline,” or preliminary data that we report differ from actual results, or if others, including regulatory authorities, disagree with the conclusions reached, our ability to obtain approval for and commercialize our product candidates, our business, operating results, prospects or financial condition may be harmed. We are developing MVP-S for multiple indications in combination with Keytruda®, which exposes us to additional risks. We currently have multiple ongoing clinical studies evaluating MVP-S with Merck’s checkpoint inhibitor, pembrolizumab (KEYTRUDA®). Even if the MVP-S and Keytruda® combination were to receive marketing approval or be commercialized, we would continue to be subject to the risks that the FDA, European Medicines Agency (“EMA”) or other comparable foreign regulatory authorities could revoke approval of Keytruda®, or safety, efficacy, manufacturing or supply issues could arise with Keytruda®. If the FDA, EMA or other comparable foreign regulatory authorities revoke their approval of Keytruda®, or if safety, efficacy, commercial adoption, manufacturing or supply issues arise with Keytruda®, we may be unable to obtain approval of or successfully market MVP-S. Additionally, if the third-party provider of Keytruda® is unable to produce sufficient quantities for clinical trials, if the cost becomes prohibitive, or if our third-party provider is unable to meet applicable regulatory requirements, our development efforts would be impaired, which would have an adverse effect on our business, financial condition, results of operations and growth prospects. If the Corporation experiences delays or difficulties in the enrollment of patients in clinical trials, receipt of necessary regulatory approvals could be delayed or prevented. The Corporation may not be able to initiate or continue clinical trials for its product candidates, if the Corporation is unable to locate and enroll a sufficient number of eligible patients to participate in these trials as required by the FDA, Health Canada or similar regulatory authorities outside the United States and Canada. In addition, many of the Corporation’s competitors have ongoing clinical trials for product candidates that could be competitive with the Corporation’s product candidates, and patients who would otherwise be eligible for the Corporation’s clinical trials may instead enroll in clinical trials of the Corporation’s competitors’ product candidates. Patient enrollment is affected by other factors including: ● severity of the disease under investigation; ● eligibility criteria for the study in question; ● perceived risks and benefits of the product candidate under study; ● efforts to facilitate timely enrollment in clinical trials; ● patient referral practices of physicians; ● the ongoing COVID-19 pandemic and the efforts to mitigate it; ● the ability to monitor patients adequately during and after treatment; and ● proximity and availability of clinical trial sites for prospective patients. 6 The actual amount of time for full enrollment could be longer than planned. Enrollment delays in these ongoing and planned trials or any of the Corporation’s other clinical trials may result in increased development costs for its product candidates, which would cause the value of the Corporation to decline and limit the Corporation’s ability to obtain additional financing, including financing needed to complete the ongoing and planned trials of MVP-S. The Corporation’s inability to enroll a sufficient number of patients for these clinical trials or any of the other clinical trials would result in significant delays or may require the Corporation to abandon one or more clinical trials altogether. Risks Related to the Development and Commercialization of the Corporation’s Product Candidates If serious adverse or undesirable side effects are identified during the development of any product candidate, the Corporation may need to abandon or limit the development of some of its product candidates. All of the Corporation’s product candidates are still in preclinical or clinical development and their risk of failure is high. It is impossible to predict when or if any of the Corporation’s product candidates will receive regulatory approval. If the Corporation’s product candidates are associated with undesirable side effects or have characteristics that are unexpected, the Corporation may need to abandon their development or limit development to certain uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk benefit perspective. If the Corporation does not achieve projected development goals in the time frames the Corporation announced and expected, the commercialization of future product candidates, if approved, may be delayed and, as a result, its share price may decline. From time to time, the Corporation estimates the timing of the anticipated accomplishment of various scientific, clinical, regulatory and other product development goals, which are sometimes refer to as milestones. These milestones may include the commencement or completion of preclinical studies and clinical trials and the submission of regulatory filings. From time to time, the Corporation may publicly announce the expected timing of some of these milestones. All of these milestones are and will be based on numerous assumptions. The actual timing of these milestones can vary dramatically compared to its estimates, in some cases for reasons beyond its control. If the Corporation does not meet these milestones as publicly announced, or at all, revenue may be lower than expected, the development and commercialization, if approved, of future product candidates may be delayed or never achieved and, as a result, the Corporation share price may significantly decline. The design or the Corporation’s execution of clinical trials may not support regulatory approval. The design or execution of a clinical trial can determine whether its results will support regulatory approval and flaws in the design or execution of a clinical trial may not become apparent until the clinical trial is well advanced. In some instances, there can be significant variability in safety or efficacy results between different trials of the same product candidate due to numerous factors, including changes in trial protocols, differences in size and type of the patient populations, adherence to the dosing regimen and other trial protocols and the rate of dropout among clinical trial participants. The Corporation does not know whether any Phase 2, Phase 3 or other clinical trials the Corporation may conduct will demonstrate consistent or adequate efficacy and safety outcomes to obtain regulatory approval to market the Corporation’s product candidates. Further, the FDA, Health Canada and comparable foreign regulatory authorities have substantial discretion in the approval process and in determining when or whether regulatory approval will be obtained for any of the Corporation’s product candidates. The Corporation’s product candidates may not be approved even if they achieve their primary endpoints in future Phase 3 clinical trials or registration trials. The FDA, Health Canada or other regulatory authorities may disagree with the Corporation’s trial design and the Corporation’s interpretation of data from preclinical studies and clinical trials. In addition, any of these regulatory authorities may change requirements for the approval of a product candidate even after reviewing and providing comments or advice on a protocol for a pivotal Phase 3 clinical trial that has the potential to result in FDA, Health Canada or other agencies’ approval. In addition, any of these regulatory authorities may also approve a product candidate for fewer or more limited indications than the Corporation requests or may grant approval contingent on the performance of costly post-marketing clinical trials. The FDA, Health Canada or other regulatory authorities may not approve the labeling claims that the Corporation believes would be necessary or desirable for the successful commercialization of its product candidates. 7 Even if any of the Corporation’s product candidates, including MVP-S, receive regulatory approval, they may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success. If MVP-S or any other product candidates receive marketing approval, they may nonetheless fail to gain sufficient market acceptance by physicians, patients, healthcare payors and others in the medical community. Gaining market acceptance for the DPX' based products may be particularly difficult as, to date, the FDA has only approved a limited number of cancer immunotherapies and the DPX' based products are based on a novel technology. If these products do not achieve an adequate level of acceptance, the Corporation may not generate significant product revenues and may not become profitable. The degree of market acceptance of the Corporation’s product candidates, if approved for commercial sale, will depend on a number of factors, including: ● efficacy and potential advantages compared to alternative treatments; ● the ability to offer its product candidates for sale at competitive prices; ● convenience and ease of administration compared to alternative treatments; ● the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies; ● the strength of marketing and distribution support; ● sufficient third party coverage or reimbursement; and ● the prevalence and severity of any side effects. If the Corporation is unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market its product candidates, the Corporation may not be successful in commercializing its product candidates if and when they are approved. The Corporation does not have a sales or marketing infrastructure and has no experience in the sale, marketing or distribution of pharmaceutical products. To achieve commercial success for any of its product that would be approved in the future, the Corporation must either develop a sales and marketing organization or outsource these functions to third parties. The Corporation currently intends to establish commercialization arrangements with third parties. There are risks involved with entering into arrangements with third parties to perform these services. If the Corporation enters into arrangements with third parties to perform sales, marketing and distribution services, its product revenues or the profitability of these product revenues are likely to be lower than if the Corporation were to market and sell any products that it develops. In addition, the Corporation may not be successful in entering into arrangements with third parties to sell and market its product candidates or doing so on terms that are favorable to the Corporation. The Corporation likely will have little control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market its products effectively. If the Corporation does not establish sales and marketing capabilities successfully, either on its own or in collaboration with third parties, it will not be successful in commercializing its product candidates. The Corporation faces substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than it may. The development and commercialization of new drug products is highly competitive. The Corporation faces competition with respect to its current or contemplated product candidates, and will face competition with respect to any products that it may seek to develop or commercialize in the future, from major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide. There are a number of large pharmaceutical and biotechnology companies that currently market and sell products or are pursuing the development of products for the treatment of the disease indications for which the Corporation is developing its current or contemplated product candidates. Potential competitors also include academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing and commercialization. 8 Some of these competitive products and therapies are based on scientific approaches that are the same as or similar to the Corporation’s approaches, and others are based on entirely different approaches. Many marketed therapies for the indications that the Corporation is currently pursuing, or indications that it may in the future seek to address using the DPX platform, are widely accepted by physicians, patients and payors, which may make it difficult for the Corporation to replace with any products that the Corporation successfully develops and are permitted to market. There are many FDA approved cancer therapies that may provide equivalent or better efficacy compared to the therapeutic potential of MVP-S. In addition, the Corporation estimates that there are numerous cancer immunotherapy products in clinical development by many public and private biotechnology and pharmaceutical companies targeting numerous different cancer types. A number of these are in late-stage development. The Corporation’s competitors may develop products that are more effective, safer, more convenient or less costly than any that the Corporation is developing or that would render its product candidates obsolete or non-competitive. The Corporation’s competitors may also obtain FDA, Health Canada or other regulatory approval for their products more rapidly than the Corporation. Many of the Corporation’s competitors have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than the Corporation. Mergers and acquisitions in the pharmaceutical, biotechnology and device industries may result in even more resources being concentrated among a smaller number of the Corporation’s competitors. Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These third parties compete with the Corporation in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, the Corporation’s programs. Even if the Corporation is able to commercialize any product candidates, if approved, the products may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, which would harm the business. The regulations that govern marketing approvals, pricing and reimbursement for new drug products vary widely from country to country. In the United States, healthcare reform legislation may significantly change the approval requirements in ways that could involve additional costs and cause delays in obtaining approvals. Some countries require approval of the sale price of a drug before it can be marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted. In some foreign markets, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. As a result, the Corporation might obtain regulatory approval for a product in a particular country, but then be subject to price regulations that delay the commercial launch of the product, possibly for lengthy time periods, and negatively impact the revenues the Corporation is able to generate from the sale of the product in that country. Adverse pricing limitations may hinder the Corporation’s ability to recoup its investment in one or more product candidates, even if its product candidates obtain regulatory approval. The Corporation’s ability to commercialize any products successfully also will depend in part on the extent to which reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers and other organizations. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which medications they will pay for and establish reimbursement levels. A primary trend in the United States healthcare industry and elsewhere is cost containment. Government authorities and third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. Increasingly, third party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products. The Corporation cannot be sure that reimbursement will be available for any product that it commercializes and, if reimbursement is available, the level of reimbursement. Reimbursement may impact the demand for, or the price of, any product candidate for which the Corporation obtains marketing approval. Obtaining reimbursement for the Corporation’s product candidates, if approved, may be particularly difficult because of the higher prices often associated with drugs or biologics administered under the supervision of a physician. If reimbursement is not available 9 or is available only to limited levels, the Corporation may not be able to successfully commercialize any product candidate for which the Corporation obtained marketing approval. There may be significant delays in obtaining reimbursement for newly approved drugs and biologics, and coverage may be more limited than the purposes for which the drug or biologic is approved by the FDA, Health Canada or similar regulatory authorities outside the United States or Canada. Moreover, eligibility for reimbursement does not imply that any drug or biologic will be paid for in all cases or at a rate that covers the Corporation’s costs, including research, development, manufacture, sale and distribution. Interim reimbursement levels for new drugs or biologics, if applicable, may also not be sufficient to cover the Corporation’s costs and may not be made permanent. Reimbursement rates may vary according to the use of the drug or biologic and the clinical setting in which it is used, may be based on reimbursement levels already set for lower cost drugs or biologics, and may be incorporated into existing payments for other services. Net prices for drugs or biologics may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of drugs or biologics from countries where they may be sold at lower prices than in Canada or the United States. Third party payors often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement policies. The Corporation’s inability to promptly obtain coverage and profitable payment rates from both government funded and private payors for any approved products that the Corporation develops could have a material adverse effect on the Corporation’s operating results, the Corporation’s ability to raise capital needed to commercialize products and the Corporation’s overall financial condition. The Corporation’s reliance on government funding adds uncertainty to the Corporation’s research and commercialization efforts of its government-funded product candidates. The Corporation has received significant funding from government organizations since its inception totaling over US$17 million. There is no assurance the Corporation will continue to apply for and/or be awarded government funding in the future. If the Corporation is unable to obtain additional government funding, it will have to either obtain funds through raising additional capital or arrangements with strategic partners or others, if available, that may require the Corporation to relinquish material rights to certain technologies or potential markets. There is no certainty that financing from governments will be available in amounts the Corporation requires, in addition to other funding sources, to pursue the planned activities or on acceptable terms, if at all. Product liability lawsuits against the Corporation could cause the Corporation to incur substantial liabilities and to limit commercialization of any products that the Corporation may develop. The Corporation faces an inherent risk of product liability exposure related to the testing of its product candidates in human clinical trials and will face an even greater risk if the Corporation commercially sells any products that it maydevelop and for which it receives regulatory approval. None of the Corporation’s product candidates have been widely used over an extended period of time, and therefore, safety data is limited. If the Corporation cannot successfully defend itself against claims that its product candidates or products for which it receives regulatory approval caused injuries, it will incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in: ● decreased demand for any product candidates or products that it may develop and for which it receives regulatory approval; ● injury to the Corporation’s reputation and significant negative media attention; ● withdrawal of clinical trial participants; ● significant costs to defend the related litigation; ● substantial monetary awards to trial participants or patients; ● loss of revenue; and ● the inability to commercialize any products that the Corporation may develop and for which it receives regulatory approval. The Corporation currently maintains a clinical trial liability insurance coverage in the amount of $10 million, which may not be adequate to cover all liabilities that it may incur. The Corporation will need to increase its insurance 10 coverage when it begins commercializing its product candidates, if approved. Insurance coverage is increasingly expensive. The Corporation may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise. The Corporation may expend its limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success. Because the Corporation has limited financial and managerial resources, the Corporation focuses on research programs and product candidates for specific indications. As a result, the Corporation may forego or delay pursuit of opportunities with other product candidates or for other indications that later prove to have greater commercial potential. The Corporation’s resource allocation decisions may cause the Corporation to fail to capitalize on viable commercial products or profitable market opportunities. The Corporation’s spending on current and future research and development programs and product candidates for specific indications may not yield any commercially viable products. The Corporation has based its research and development efforts on its DPX platform. Notwithstanding the large investment to date and anticipated future expenditures in its DPX platform, the Corporation has not yet developed, and may never successfully develop, any marketed drugs using this approach. As a result of pursuing the development of product candidates using the DPX platform, the Corporation may fail to develop product candidates or address indications based on other scientific approaches that may offer greater commercial potential or for which there is a greater likelihood of success. The Corporation’s long term business plan is to develop DPXTM based products for the treatment of various cancers and infectious diseases. The Corporation may not be successful in its efforts to identify or discover additional product candidates that may be manufactured using its DPX platform. Research programs to identify new product candidates require substantial technical, financial and human resources. These research programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development. If the Corporation does not accurately evaluate the commercial potential or target market for a particular product candidate, the Corporation may relinquish valuable rights to that product candidate through collaboration, licensing or other royalty arrangements in cases in which it would have been more advantageous for the Corporation to retain sole development and commercialization rights to such product candidate. Risks Related to the Corporation’s Dependence on Third Parties If the Corporation is not able to establish collaborations, the Corporation may have to alter its development and commercialization plans. The Corporation’s drug development programs and the potential commercialization of its product candidates will require substantial additional cash to fund expenses. For some of the Corporation’s product candidates, the Corporation plans to collaborate with pharmaceutical and biotechnology companies for the development and potential commercialization of those product candidates. The Corporation faces significant competition in seeking appropriate collaborators. Whether the Corporation reaches a definitive agreement for a collaboration will depend, among other things, upon its assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration, and the proposed collaborator’s evaluation of a number of factors. Those factors may include the design or results of clinical trials, the likelihood of approval by the FDA, Health Canada or similar regulatory authorities outside the United States and Canada, the potential market for the subject product candidate, the costs and complexities of manufacturing and delivering such product candidate to patients, the potential of competing products, the existence of uncertainty with respect to the Corporation’s ownership of technology, which can exist if there is a challenge to such ownership without regard to the merits of the challenge and industry and market conditions generally. The collaborator may also consider alternative product candidates or technologies for similar indications that may be available to collaborate on and whether such a collaboration could be more attractive than the one with the Corporation for its product candidate. The Corporation may also be restricted under existing license agreements from entering into agreements on certain terms with potential collaborators. Collaborations are complex and time consuming to negotiate and document. The Corporation may not be able to negotiate collaborations on a timely basis, on acceptable terms, or at all. 11 The Corporation will need to raise capital or develop collaborations with third parties to commercialize its products. If the Corporation is not able to obtain such funding or enter into collaborations for any such product candidate, the Corporation may have to curtail the development of such product candidate, reduce or delay its development program or one or more of its other development programs, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase its expenditures and undertake development or commercialization activities at the Corporation’s own expense. If the Corporation elects to increase its expenditures to fund development or commercialization activities on its own, the Corporation may need to obtain additional capital, which may not be available to the Corporation on acceptable terms or at all. If the Corporation does not have sufficient funds, the Corporation may not be able to further develop these product candidates or bring these product candidates to market and generate product revenue. The Corporation expects to depend on collaborations with third parties for the development and commercialization of its product candidates. If those collaborations are not successful, the Corporation may not be able to capitalize on the market potential of these product candidates. The Corporation intends to establish commercialization arrangements with third parties. The Corporation’s likely collaborators for any development, distribution, marketing, licensing or broader collaboration arrangements include large and mid-size pharmaceutical companies, regional and national pharmaceutical companies and biotechnology companies. Potential delays include delays in manufacture or clinical trials, failure to produce sufficient quantities of product to conduct trials, or failure to complete trials. The Corporation’s collaborators may fail to meet contractual obligations. They could also pursue other technologies or develop alternative products that could compete with the products the Corporation is developing. If the Corporation does enter into any such arrangements with any third parties, the Corporation will likely have limited control over the amount and timing of resources that its collaborators dedicate to the development or commercialization of its product candidates. The Corporation’s ability to generate revenues from these arrangements will depend on its collaborators’ abilities to successfully perform the functions assigned to them in these arrangements. Collaborations involving the Corporation’s product candidates would pose the following risks to the Corporation: ● collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations; ● collaborators may not pursue development and commercialization of the Corporation’s product candidates or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in the collaborator’s strategic focus or available funding, or external factors such as an acquisition that diverts resources or creates competing priorities; ● collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing; ● collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with the Corporation’s products or product candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than the Corporation’s; ● a collaborator with marketing and distribution rights to one or more products may not commit sufficient resources to the marketing and distribution of such product or products; ● collaborators may not properly maintain or defend the Corporation’s intellectual property rights or may use the Corporation’s proprietary information in such a way as to invite litigation that could jeopardize or invalidate the Corporation’s proprietary information or expose the Corporation to potential litigation; 12 ● disputes may arise between the collaborators and the Corporation that result in the delay or termination of the research, development or commercialization of the Corporation’s products or product candidates or that result in costly litigation or arbitration that diverts management attention and resources; and ● collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable product candidates. For example, the Corporation could have to build a sales force. Collaboration agreements may not lead to development or commercialization of product candidates in the most efficient manner, or at all. In addition, there have been a significant number of recent business combinations among large pharmaceutical companies that have resulted in a reduced number of potential future collaborators. If a present or future collaborator of the Corporation were to be involved in a business combination, the continued pursuit and emphasis on the Corporation’s product development or commercialization program could be delayed, diminished or terminated. The Corporation relies on third parties to conduct its clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials. The Corporation does not independently conduct clinical trials of its product candidates. The Corporation relies on third parties, such as contract research organizations, clinical data management organizations, medical institutions and clinical investigators, to perform this function. The Corporation’s reliance on these third parties for clinical development activities reduces its control over these activities but does not relieve the Corporation of its responsibilities. The Corporation remains responsible for ensuring that each of its clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. Moreover, the FDA requires the Corporation to comply with standards, commonly referred to as Good Clinical Practices, for conducting, recording and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of trial participants are protected. The Corporation is also required to register ongoing clinical trials and post the results of completed clinical trials on a government sponsored database, ClinicalTrials.gov, within certain timeframes. Failure to do so can result in fines, adverse publicity and civil and criminal sanctions. Furthermore, these third parties may also have relationships with other entities, some of which may be the Corporation’s competitors. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or conduct the Corporation’s clinical trials in accordance with regulatory requirements or the Corporation’s stated protocols, the Corporation will not be able to obtain, or may be delayed in obtaining, regulatory approvals for its product candidates and will not be able to, or may be delayed in its efforts to, successfully commercialize its product candidates. The Corporation also relies on other third parties to store and distribute drug supplies for its clinical trials. Any performance failure on the part of the Corporation’s existing or future distributors could delay clinical development or regulatory approval of its product candidates or commercialization of its products, if approved, producing additional losses and depriving the Corporation of potential product revenue. Risks Related to the Manufacturing of the Corporation’s Product Candidates The Corporation depends on third-party contract manufacturers and suppliers to obtain the Corporation’s raw ingredients and intermediate drug substances, which are necessary for the production of the Corporation’s product candidates. The Corporation currently procures ingredients, excipients and drug substances for the manufacturing of the Corporation’s pipeline product candidates from specialized suppliers and CDMOs. For some components, including raw ingredients, the Corporation has so far identified only one supplier which is qualified for the Corporation’s GMP process. In the event that a supplier stops supplying the required ingredient(s), the Corporation may need to identify an alternative source of such components and may need to wait until it is qualified for the Corporation’s GMP process before procuring the components, which may cause substantial delays to one or all of the Corporation’s clinical programs. The Corporation is actively monitoring and maintaining appropriate inventory of materials to ensure uninterrupted supply of ongoing studies. 13 Manufacturing future product candidates may be complex and the Corporation may encounter difficulties in production. If the Corporation encounter such difficulties, its ability to provide supply of future product candidates for preclinical studies and future clinical trials could be delayed or stopped. The process of manufacturing future product candidates of the Corporation is complex, highly regulated and must be compliant with Good Manufacturing Practices (“cGMP”). The Corporation does not have its own manufacturing facilities or personnel and expect to rely on third parties, such as CDMOs, for the manufacture of future product candidates. If the Corporation is unable to obtain or maintain arrangements with CDMOs or to do so on commercially reasonable terms, the Corporation may not be able to develop and commercialize its future product candidates successfully. These third-party manufacturing providers may not be able to provide adequate resources or capacity to meet the needs. The Corporation has limited control and oversight of a third party’s facility and equipment control processes. In addition, the Corporation has limited control and oversight during the execution of manufacturing runs. Poorly executed maintenance and manufacturing processes could negatively impact manufacturing, including product loss or failure that requires additional manufacturing runs or a change in manufacturer, either of which could significantly increase the cost of and significantly delay the manufacture of future product candidates. The corporation maintains active relationships with the CDMOs and performs routine quality audits to ensure compliance to current good manufacturing practices. Additionally, as future product candidates progress through preclinical studies and clinical trials toward potential approval and commercialization, it is expected that various aspects of the manufacturing process will be altered in an effort to optimize processes and results. Appropriate regulatory applications to support the clinical study of future products and the associated manufacturing processes would be required which, if not planned appropriately, may further delay the time frames under which modified manufacturing processes can be used for any of future product candidates and additional bridging studies or trials may be required. Any such delay could have a material adverse impact on its business, results of operations and prospects of the Corporation. The Corporation currently has one qualified CDMO located in the United States for its clinical drug product manufacturing and is in the process of qualifying a second US- based facility. The Corporation may need to approve an alternative CDMO to avoid delays in planned clinical programs should there be any issues with the current CDMO. The Corporation’s product candidates are manufactured via a proprietary process and use specialized equipment manufactured by another third party. The specialized equipment used during the manufacturing process is made by only one manufacturer. In the event of catastrophic equipment failure at the Corporation’s primary CDMO and in the event that this particular supplier of the equipment ceases its operations and/ or replacement equipment cannot be procured, alternative suppliers of similar equipment may be sought and additional product development may be required, which may cause significant delays to some or all of the Corporation’s clinical programs. Natural disasters, public health, political, or banking crises, and other catastrophic events outside of our control may damage the facilities or disrupt the operations of our strategic partners, third party manufacturers, suppliers or other third parties upon which we rely, and could delay or impair our ability to initiate or complete our clinical trials or commercialize our product candidates. Our strategic partners, third-party manufacturers, suppliers and other third parties upon which we rely have operations around the world and are exposed to a number of global and regional risks outside of our control. These include, but are not limited to, natural disasters, such as earthquakes, tsunamis, power shortages or outages, floods or monsoons, public health crises, such as pandemics and epidemics, political crises, such as terrorism, war, including the war in Ukraine, the sanctions against Russia and possible retaliation against Russia, banking crises or failures, such as the recent Silicon Valley Bank failure, political instability or other conflict, or other events outside of our control. The COVID-19 pandemic crisis impacted clinical activities across the industry due to the pressure placed on the healthcare systems as well as governmental and institutional restrictions. To date, COVID-19 has not had a material impact on the Corporation’s financial condition, liquidity or longer-term strategic development and commercialization plans. The extent to which COVID-19 may cause more significant disruptions to IMV’s business and greater impacts to results of operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration and severity of outbreaks, including future waves or cycles, and the effectiveness of actions to contain and treat COVID-19. In light of the lingering effect of the COVID-19 pandemic crisis, IMV’s clinical team continues to work closely with each clinical site and its CRO’s on contingency plans to ensure that patient safety and the integrity of data is 14 maintained. IMV is following the guidance issued by the FDA: “FDA Guidance on Conduct of Clinical Trials of Medical Products during COVID-19 Pandemic Guidance for Industry, Investigators, and Institutional Review Boards”. Additionally, the IMV team continues to monitor updated institutional, regional and national guidance to fully comply with applicable guidelines as they are issued. It is noted that many clinical sites are experiencing staffing shortages and as a result, have decreased clinical trial activities, while other sites, less impacted, have continued activities as planned. Patients are encouraged to comply with directives from public health officials and, subject to such compliance, attend visits as planned or to discuss alternatives with their physician. The current activities performed at central labs to assess the eligibility of patients and the management of clinical samples has not been impacted to date, and IMV is working with its vendors to ensure continuity of activities. Drug supply has not been impacted to date and IMV has been developing contingency plans to address supply of drugs to all clinical sites in the event of future transportation or other constraints. The COVID-19 pandemic has continued to evolve, and the Corporation will continue to monitor the effects of any resurgence of the COVID-19 on its business. Any significant resurgence of the COVID-19 pandemic could also affect other risks described in this “Risk Factors” section. If the Corporation is unable to commercially manufacture its products, if approved, the Corporation could face delays or be unable to successfully commercialize its products. The Corporation has no experience manufacturing commercial quantities of products and does not currently have the resources to commercially manufacture any products that the Corporation may develop, and for which it receives regulatory approval. Accordingly, the Corporation would either be required to develop the facilities to manufacture independently or secure a contract manufacturer or enter into another arrangement with third parties to manufacture such products. If the Corporation is unable to develop such capabilities or enter into any such arrangement on favourable terms, the Corporation may be unable to compete effectively in the marketplace. If the Corporation is unable to manufacture or contract for a sufficient supply of product on acceptable terms, or if the Corporation encounters delays or difficulties in its relationships with manufacturers or collaborators, its ability to successfully commercialize its products would be harmed. Risks Related to the Corporation’s Intellectual Property If the Corporation fails to comply with its obligations under its intellectual property licenses with third parties, the Corporation could lose license rights that are important to its business. The Corporation is a party to a number of intellectual property license agreements with third parties and expects to enter into additional license agreements in the future. The Corporation’s existing license agreements impose, and the Corporation expects that future license agreements will impose, various diligences, milestone payment, royalty, insurance, indemnification and other obligations on the Corporation. If the Corporation fails to comply with its obligations under these licenses, its licensors may have the right to terminate these license agreements, in which event the Corporation might not be able to market any product that is covered by these agreements, or to convert the license to a non-exclusive license, which could materially adversely affect the value of the product candidate being developed under the license agreement. Termination of these license agreements or reduction or elimination of the Corporation’s licensed rights may result in the Corporation having to negotiate new or reinstated licenses with less favorable terms. If the Corporation is unable to obtain and maintain patent protection for its technology and products, or if the Corporation’s licensors are unable to obtain and maintain patent protection for the technology or products that the Corporation licenses from them, or if the scope of the patent protection obtained is not sufficiently broad, the Corporation’s competitors could develop and commercialize technology and products similar or identical to that of the Corporation’s, and its ability to successfully commercialize its technology and products may be adversely affected. The Corporation’s success depends in large part on its and its licensors’ ability to obtain and maintain patent protection in the United States and other countries with respect to its proprietary technology and products. The Corporation and its licensors have sought to protect the Corporation’s proprietary position by filing patent applications in the United States and abroad related to its novel technologies and products that are important to its business. This process is expensive and time consuming, and the Corporation may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that the Corporation will fail to identify patentable aspects 15 of its research and development output before it is too late to obtain patent protection. Moreover, in some circumstances, the Corporation does not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the patents, covering technology or products that it licenses from third parties and are reliant on its licensors. Therefore, the Corporation cannot be certain that these patents and applications will be prosecuted and enforced in a manner consistent with the best interests of its business. If such licensors fail to maintain such patents, or lose rights to those patents, the rights the Corporation has licensed may be reduced or eliminated. The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. As a result, the issuance, scope, validity, enforceability and commercial value of the Corporation’s and its licensors’ patent rights are highly uncertain. The Corporation and its licensors’ pending and future patent applications may not result in patents being issued which protect its technology or products or which effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of the Corporation’s patents or narrow the scope of its patent protection. The laws of foreign countries may not protect the Corporation’s rights to the same extent as the laws of Canada and the United States. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in Canada and the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, the Corporation cannot be certain that itself or its licensors were the first to make the inventions claimed in its owned or licensed patents or pending patent applications, or that the Corporation or its licensors were the first to file for patent protection of such inventions. Assuming the other requirements for patentability are met, in the United States, the first to invent the claimed invention is entitled to the patent, while outside the United States, the first to file a patent application is generally entitled to the patent. On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications will be prosecuted and may also affect patent litigation. In particular, under the Leahy-Smith Act, the United States transitioned in March 2013 to a “first inventor to file” system in which, assuming that other requirements of patentability are met, the first inventor to file a patent application will be entitled to the patent regardless of whether a third party was first to invent the claimed invention. An adverse determination in any such proceeding or litigation could reduce the scope of, or invalidate, the Corporation’s patent rights, allowing third parties to commercialize its technology or products and compete directly with the Corporation, without payment to the Corporation, or result in its inability to manufacture or commercialize products without infringing third party patent rights. For example, Merck has to maintain patents on antigens licensed to the Corporation. Even if the Corporation’s owned and licensed patent applications issue as patents, they may not issue in a form that will provide the Corporation with any meaningful protection, prevent competitors from competing with the Corporation or otherwise provide the Corporation with any competitive advantage. The Corporation’s competitors may be able to circumvent its owned or licensed patents by developing similar or alternative technologies or products in a non infringing manner. The issuance of a patent is not conclusive as to its scope, validity or enforceability, and the Corporation’s owned and licensed patents may be challenged in the courts or patent offices in Canada, the United States and abroad. Such challenges may result in patent claims being narrowed, invalidated or held unenforceable, which could limit the Corporation’s ability to or stop or prevent the Corporation from stopping others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of its technology and products. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, the Corporation’s owned and licensed patent portfolio may not provide it with sufficient rights to exclude others from commercializing products similar or identical to the Corporation’s. Obtaining, maintaining, enforcing and defending patent protection depends on compliance with various procedural, documentary, fee payment and other requirements imposed by regulations and governmental patent agencies, and patent protection could be reduced or eliminated for noncompliance with these requirements. Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or patent applications will be due to be paid to the USPTO and various foreign patent agencies at various stages over the lifetime of its owned or licensed patents and/or patent applications. The Corporation relies on its outside patent annuity service to pay these fees when due, with internal oversight. In addition, the USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions 16 during the patent application process. The Corporation is also dependent on its licensors to take the necessary action to comply with these requirements with respect to its licensed intellectual property. The Corporation employs reputable law firms and other professionals to help us comply with these provisions. In many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which noncompliance (including as a result of the ongoing COVID-19 pandemic) can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction, including as a result of failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If such an event were to occur, including with respect to the patents and patent applications covering its research programs and future product candidates, as well as their respective methods of use, manufacture and formulations thereof, it could have a material adverse effect on its business, financial condition, results of operations and prospects, as for example, competitors might be able to enter the market earlier than would otherwise have been the case. Patent terms may be inadequate to protect the competitive position of the Corporation on future product candidates for an adequate amount of time. Patents have a limited lifespan both in the United States and abroad. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional application filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering future product candidates are obtained, once the patent life has expired, the Corporation may be open to competition from competitive products. Given the amount of time required for the development, testing and regulatory review of new future product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, the owned or licensed patent portfolio of the Corporation may not provide us with sufficient rights to exclude others from commercializing products similar or identical those of the Corporation. Changes in U.S. patent law, or laws in other countries, could diminish the value of patents in general, thereby impairing its ability to protect its future product candidates. Changes in either the patent laws or interpretation of patent laws in the United States, including patent reform legislation such as the Leahy-Smith America Invents Act, or the Leahy-Smith Act, could increase the uncertainties and costs surrounding the prosecution of its owned and in-licensed patent applications and the maintenance, enforcement or defense of its owned and in-licensed issued patents. The Leahy-Smith Act includes a number of significant changes to United States patent law. These changes include provisions that affect the way patent applications are prosecuted, redefine prior art, provide more efficient and cost-effective avenues for competitors to challenge the validity of patents, and enable third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent at USPTO- administered post-grant proceedings, including post-grant review, inter parties review, and derivation proceedings. Assuming that other requirements for patentability are met, prior to March 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application was entitled to the patent. After March 2013, under the Leahy-Smith Act, the United States transitioned to a first-to-file system in which, assuming that the other statutory requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. As such, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of its patent applications and the enforcement or defense of issued patents, all of which could have a material adverse effect on its business, financial condition, results of operations and prospects. In addition, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly uncertain. For example, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to its ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the U.S. federal courts, the USPTO, or similar authorities in foreign jurisdictions, the laws and regulations governing patents could change in unpredictable ways that could have a material adverse effect on its patent rights and its ability to protect, defend and enforce its patent rights in the future. Any of the foregoing could have a material adverse effect on its owned and in-licensed patent portfolio of the Corporation and on its ability to protect and enforce its intellectual property rights in the future. 17 The Corporation may become involved in lawsuits to protect or enforce its patents, which could be expensive, time consuming and unsuccessful. Competitors may infringe the Corporation’s patents. To counter infringement or unauthorized use, the Corporation may be required to file infringement claims, which can be expensive and time consuming. In addition, in an infringement proceeding, a court may decide that a patent of the Corporation’s is invalid or unenforceable or may refuse to stop the other party from using the technology at issue on the grounds that its patents do not cover the technology in question. An adverse result in any litigation proceeding could put one or more of the Corporation’s patents at risk of being invalidated or interpreted narrowly. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of the Corporation’s confidential information could be compromised by disclosure during this type of litigation. In addition, the Corporation’s licensors may have rights to file and prosecute such claims and it is reliant on them. Third parties may initiate legal proceedings alleging that the Corporation is infringing their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on the success of the Corporation’s business. The Corporation’s commercial successes depend upon its ability and the ability of its collaborators to develop, manufacture, market and sell its product candidates and use its proprietary technologies without infringing the proprietary rights of third parties. The Corporation may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to its products and technology, including interference proceedings before the U.S. Patent and Trademark Office or other similar regulatory authorities. Third parties may assert infringement claims against the Corporation based on existing patents or patents that may be granted in the future. If the Corporation is found to infringe a third party’s intellectual property rights, it could be required to obtain a license from such third party to continue developing and marketing its products and technology. However, the Corporation may not be able to obtain any required license on commercially reasonable terms or at all. Even if the Corporation was able to obtain a license, it could be non-exclusive, thereby giving its competitors access to the same technologies licensed to the Corporation. The Corporation could be forced, including by court order, to cease commercializing the infringing technology or product. In addition, the Corporation could be found liable for monetary damages. A finding of infringement could prevent the Corporation from commercializing its product candidates or force the Corporation to cease some of its business operations, which could materially harm the Corporation’s business. Claims that the Corporation has misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on its business. The Corporation has research licenses to certain reagents and their use in the development of its product candidates. The Corporation would need commercial licenses to these reagents for any of the Corporation’s product candidates that receive approval for sale in the United States or Canada. The Corporation believes that commercial licenses to these reagents will be available. If the Corporation is unable to obtain any such commercial licenses, it may be unable to commercialize its product candidates without infringing the patent rights of third parties. If the Corporation did seek to commercialize its product candidates without a license, these third parties could initiate legal proceedings against the Corporation. The Corporation may be subject to claims that its employees have wrongfully used or disclosed alleged trade secrets of their former employers. Many of the Corporation’s employees were previously employed at universities or other biotechnology or pharmaceutical companies. Although the Corporation tries to ensure that its employees do not use the proprietary information or know how of others in their work for the Corporation, the Corporation may be subject to claims that it or these employees have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’s former employer. Litigation may be necessary to defend against these claims. If the Corporation fails in defending any such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights or personnel. Even if the Corporation is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management. Intellectual property litigation could cause the Corporation to spend substantial resources and distract its personnel from their normal responsibilities. 18 Even if resolved in the Corporation’s favor, litigation or other legal proceedings relating to intellectual property claims may cause the Corporation to incur significant expenses, and could distract the Corporation’s technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of the Corporation’s Common Shares. Such litigation or proceedings could substantially increase the Corporation’s operating losses and reduce the resources available for development activities. The Corporation may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of the Corporation’s competitors may be able to sustain the costs of such litigation or proceedings more effectively than it can because of their greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on the Corporation’s ability to compete in the marketplace. If the Corporation is unable to protect the confidentiality of its trade secrets, the Corporation’s business and competitive position would be harmed. In addition to seeking patents for some of the Corporation’s technology and products, it also relies on trade secrets, including unpatented know how, technology and other proprietary information, to maintain its competitive position. The types of protections available for trade secrets are particularly important with respect to the DPX platform’s manufacturing capabilities, which involve significant unpatented know how. The Corporation seeks to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as the Corporation’s employees, corporate collaborators, outside scientific collaborators, sponsored researchers, contract manufacturers, consultants, advisors and other third parties. The Corporation also enters into confidentiality and invention or patent assignment agreements with its employees and consultants. Despite these efforts, any of these parties may breach the agreements and disclose the Corporation’s proprietary information, including its trade secrets, and the Corporation may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, courts in certain jurisdictions are less willing or unwilling to protect trade secrets. If any of the Corporation’s trade secrets were to be lawfully obtained or independently developed by a competitor, it would have no right to prevent them from using that technology or information to compete with the Corporation. If any of the Corporation’s trade secrets were to be disclosed to or independently developed by a competitor, its competitive position would be harmed. The Corporation may not be successful in obtaining or maintaining necessary rights to future product candidates through acquisitions and in-licenses. Because its development programs may in the future require the use of proprietary rights held by third parties, the growth of the Corporation’s business may depend in part on its ability to acquire, in-license or use these third-party proprietary rights. The Corporation may be unable to acquire or in-license any compositions, methods of use, processes or other third-party intellectual property rights from third parties that the Corporation identify as necessary. The licensing and acquisition of third-party intellectual property rights is a competitive area, and a number of more established companies may pursue strategies to license or acquire third-party intellectual property rights that the Corporation may consider attractive or necessary. More established companies may have a competitive advantage over the Corporation due to their size, capital resources and greater clinical development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to the Corporation. The Corporation also may be unable to license or acquire third-party intellectual property rights on terms that would allow us to make an appropriate return on its investment or at all. If the Corporation is unable to successfully obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights the Corporation have, the Corporation may have to abandon development of the relevant program or future product candidate, which could have a material adverse effect on business, financial condition, results of operations and prospects. If the Corporation is unable to obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights the Corporation have, the Corporation may be required to expend significant time and resources to redesign its technology, product candidates, or the methods for manufacturing them or to develop or license replacement technology, all of which may not be feasible on a technical or commercial basis. If the Corporation is unable to do so, the Corporation may be unable to develop or commercialize the affected technology and product candidates, which could harm its business, financial condition, results of operations and prospects significantly. 19 Additionally, if the Corporation fails to comply with its obligations under license agreements, its counterparties may have the right to terminate these agreements, in which event the Corporation might not be able to develop, manufacture or market, or may be forced to cease developing, manufacturing or marketing, any product that is covered by these agreements or may face other penalties under such agreements. Such an occurrence could materially adversely affect the value of the product candidate being developed under any such agreement. Termination of these agreements or reduction or elimination of its rights under these agreements, or restrictions on its ability to freely assign or sublicense its rights under such agreements when it is in the interest of its business to do so, may result in its having to negotiate new or reinstated agreements with less favorable terms, cause us to lose its rights under these agreements, including its rights to important intellectual property or technology or impede, or delay or prohibit the further development or commercialization of one or more product candidates that rely on such agreements. Our rights to develop and commercialize our technology and future product candidates may be subject, in part, to the terms and conditions of licenses granted to the Corporation by others. The Corporation is dependent, in part, on know-how and other intellectual property and proprietary technology licensed from others. The Corporation is a party to a number of license agreements under which the Corporation is granted rights to intellectual property that are important to its business and the Corporation may enter into additional license agreements in the future. Any future license agreements where the Corporation has in-licensed intellectual property, may impose on us, various development, regulatory and/or commercial diligence obligations, payment of milestones and/or royalties and other obligations. If the Corporation fails to comply with its obligations under these future agreements, or the Corporation is subject to bankruptcy-related proceedings, the licensor may have the right to terminate the license, in which event the Corporation would not be able to develop or market products covered by the license. The Corporation may enter into license agreements in the future with others to advance its existing or future research or allow commercialization of its existing or future product candidates. These licenses may not provide exclusive rights to use such intellectual property and technology in all relevant fields of use and in all territories in which the Corporation may wish to develop or commercialize its technology and products in the future. In addition, subject to the terms of any such future license agreements, the Corporation may not have the right to control the preparation, filing, prosecution, maintenance, enforcement and defense of patents and patent applications covering the technology that the Corporation licenses from third parties. For example, the Corporation cannot be certain that activities such as the maintenance and prosecution by its future licensors will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights. It is possible that its licensors’ conduct of intellectual property enforcement or defense proceedings may be less vigorous than had the Corporation conducted them itself, or may not be conducted in accordance with its best interests. In such an event, the Corporation cannot be certain that these patents and patent applications will be prepared, filed, prosecuted, maintained, enforced and defended in a manner consistent with the best interests of its business. If the Corporation or its current or future licensors fail to prosecute, maintain, enforce and defend such patents or patent applications, or lose rights to those patents or patent applications, the rights the Corporation have licensed may be reduced or eliminated and its right to develop and commercialize any of its future product candidates that are subject of such licensed rights could be adversely affected. In addition, the Corporation’s agreements with certain third-party research partners provides that improvements developed in the course of its relationship may be owned solely by either IMV or our third-party research partner, or jointly between us and the third party. If the Corporation determines that rights to such improvements owned solely by a research partner or other third party with whom the Corporation collaborates are necessary to commercialize its future product candidates or maintain its competitive advantage, the Corporation may need to obtain a license from such third party in order to use the improvements and continue developing, manufacturing or marketing its products or future product candidates. The Corporation may not be able to obtain such a license on an exclusive basis, on commercially reasonable terms, or at all, which could prevent us from commercializing its products or future product candidates or allow its competitors or others the chance to access technology that is important to its business. The Corporation also may need the cooperation of any co-owners of its intellectual property in order to prosecute, maintain, defend and enforce such intellectual property against third parties, and such cooperation may not be provided to the Corporation. Current or future licensors may rely on third-party consultants or collaborators or on funds from third parties such that future licensors are not the sole and exclusive owners of the patents the Corporation in-license. If other third parties have ownership rights to its future in-licensed patents, they may be able to license such patents to its competitors, and its 20 competitors could market competing products and technology. This could have a material adverse effect on the competitive position, business, financial condition, results of operations and prospects of the Corporation. It is possible that the Corporation may be unable to obtain licenses at a reasonable cost or on reasonable terms, if at all. Even if the Corporation is able to obtain a license, it may be non-exclusive, thereby giving its competitors access to the same technologies licensed to the Corporation. In that event, the Corporation may be required to expend significant time and resources to redesign its technology, future product candidates, or the methods for manufacturing them or to develop or license replacement technology, all of which may not be feasible on a technical or commercial basis. If the Corporation is unable to do so, the Corporation may be unable to develop or commercialize the affected future product candidates, which could harm its business, financial condition, results of operations and prospects significantly. The Corporation cannot provide any assurances that third-party patents do not exist which might be enforced against its current technology, manufacturing methods, future product candidates or future methods or products resulting in either an injunction prohibiting its manufacture or future sales, or, with respect to its future sales, an obligation on its part to pay royalties and/or other forms of compensation to third parties, which could be significant. In the future, the Corporation may need to obtain additional licenses of third-party technology that may not be available or are available only on commercially unreasonable terms, and which may cause the Corporation to operate its business in a more costly or otherwise adverse manner that was not anticipated. From time to time, the Corporation may be required to license other technologies from additional third parties to further develop or commercialize its future product candidates. Should the Corporation be required to obtain licenses to any third-party technology, including any such patents or patent applications required to manufacture, use or sell its future product candidates, such licenses may not be available to the Corporation on commercially reasonable terms, or at all. The inability to obtain third-party licenses required to develop or commercialize any of its future product candidates could cause IMV to abandon any related efforts, which could seriously harm its business and operations. If its trademarks and trade names are not adequately protected, then the Corporation may not be able to build name recognition in its markets of interest and its business may be adversely affected. The Corporation intends to use registered or unregistered trademarks or trade names to brand and market itself and its products. Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. The Corporation may not be able to protect its rights to these trademarks and trade names, which the Corporation need to build name recognition among potential partners or customers in its markets of interest. At times, competitors may adopt trade names or trademarks similar to those of the Corporation, thereby impeding its ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of its registered or unregistered trademarks or trade names. Over the long term, if the Corporation is unable to establish name recognition based on its trademarks and trade names, then the Corporation may not be able to compete effectively, and its business may be adversely affected. Efforts to enforce or protect its proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely affect its business, financial condition, results of operations and prospects of the Corporation. Cyber security incidents and privacy breaches could result in important remediation costs, increased cyber security costs, litigation and reputational harm. Cyber security incidents can result from deliberate attacks or unintentional events. Cyber-attacks and security breaches could include unauthorized attempts to access, disable, improperly modify or degrade the Corporation’s information, systems and networks, the introduction of computer viruses and other malicious codes and fraudulent “phishing” emails that seek to misappropriate data and information or install malware onto users’ computers. Cyber-attacks in particular vary in technique and sources, are persistent, frequently change and are increasingly more targeted and difficult to detect and prevent against. Disruptions due to cyber security incidents could adversely affect the Corporation’s business. In particular, a cyber security incident could result in the loss or corruption of data from the Corporation’s research and development activities, including clinical trials, which may cause significant delays to some or all of the Corporation’s clinical programs. Also, the Corporation’s trade secrets, including unpatented know how, technology and other proprietary information could be disclosed to competitors further to a breach, which would harm the Corporation’s business and 21 competitive position. If the Corporation is unable to protect the confidentiality of its trade secrets, the Corporation’s business and competitive position would be harmed. The Corporation is subject to privacy and security regulations with respect to the use and disclosure of protected health information. Subject to limited exceptions, the regulations restrict the Corporation’s ability to use or disclose patient identifiable information without patient consent for purposes other than treatment or health-care operations. Any breach of the Corporation’s systems that results in personal information being obtained by unauthorized persons could adversely affect the reputation of the Corporation and lead to litigation, fines and liability for failure to comply with privacy and information security laws. The Corporation relies on third-party expertise for information technology (“IT”) matters. The Corporation meets with its third-party IT experts on a bi-weekly basis to discuss matters related to cyber security. A penetration test performed by an independent third-party is performed on an annual basis with oversight by the Audit Committee and the functionality of internal controls over IT are confirmed with the Corporation’s third-party IT firm on a quarterly basis. The Corporation must successfully upgrade and maintain its information technology systems. The Corporation relies on various information technology systems to manage its operations. There are inherent costs and risks associated with maintaining, modifying and/or changing these systems and implementing new systems, including potential disruption of the Corporation’s internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate its systems, demands on management time and other risks and costs of delays or difficulties in transitioning to new systems or of integrating new systems into the Corporation’s current systems. In addition, the Corporation’s information technology system implementations may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. The implementation of new information technology systems may also cause disruptions in the Corporation’s business operations and have an adverse effect on its business, prospects, financial condition and operating results. Risks Related to Regulatory Approval of the Corporation’s Product Candidates and Other Legal Compliance Matters If the Corporation is not able to obtain, or if there are delays in obtaining, required regulatory approvals, the Corporation may not be able to commercialize its product candidates, and its ability to generate revenue may be materially impaired. The Corporation’s product candidates, including MVP-S, and the activities associated with their development and commercialization, including their design, testing, manufacture, safety, efficacy, recordkeeping, labeling, storage, approval, advertising, promotion, sale and distribution, are subject to comprehensive regulation by the FDA, Health Canada and by comparable authorities in other countries. Failure to obtain regulatory approval for a product candidate will prevent the Corporation from commercializing the product candidate. The Corporation has not received regulatory approval to market any of its product candidates in any jurisdiction. The Corporation has only limited experience in filing and supporting the applications necessary to gain regulatory approvals and expect to rely on third party contract research organizations to assist it in this process. Securing FDA or Health Canada approval requires the submission of extensive preclinical and clinical data and supporting information to the FDA or Health Canada for each therapeutic indication to establish the product candidate’s safety and efficacy. Securing FDA or Health Canada approval also requires the submission of information about the product manufacturing process to, and inspection of manufacturing facilities by, the FDA or Health Canada. The Corporation’s product candidates may not be effective, may be only moderately effective or may prove to have undesirable or unintended side effects, toxicities or other characteristics that may preclude the Corporation from obtaining regulatory approval or prevent or limit commercial use. The process of obtaining regulatory approvals, both in the United States and abroad, is expensive, may take many years if additional clinical trials are required, if approval is obtained at all, and can vary substantially based upon a variety of factors, including the type, complexity and novelty of the product candidates involved. To date, the FDA has only approved one active cellular immunotherapy product. Changes in regulatory approval policies during the development period, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application. The FDA or Health Canada has substantial discretion in the approval process and may refuse to accept any application or may decide that the Corporation’s data is insufficient for approval and require additional preclinical, clinical or other studies. In addition, 22 varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent regulatory approval of a product candidate. Any regulatory approval the Corporation ultimately obtains may be limited or subject to restrictions or post approval commitments that render the approved product not commercially viable. Failure to obtain regulatory approval in international jurisdictions would prevent the Corporation’s product candidates from being marketed abroad. The Corporation intends to enter into arrangements with third parties under which they would market its products outside Canada or the United States. In order to market and sell the Corporation’s products in the European Union and many other jurisdictions, the Corporation or such third parties must obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval may differ substantially from that required to obtain FDA or Health Canada approval. The regulatory approval process outside the United States generally includes all of the risks associated with obtaining FDA or Health Canada approval. In addition, in many countries outside the United States or Canada, it is required that the product be approved for reimbursement before the product can be approved for sale in that country. The Corporation or these third parties may not obtain approvals from regulatory authorities outside the United States or Canada on a timely basis, if at all. Approval by the FDA or Health Canada does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority outside the United States or Canada does not ensure approval by regulatory authorities in other countries or jurisdictions or by the FDA. The Corporation may not be able to file for regulatory approvals and may not receive necessary approvals to commercialize its products in any market. If the Corporation fails to comply with environmental, health and safety laws and regulations, it could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of the Corporation’s business. The Corporation is subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. The Corporation’s operations involve the use of hazardous and flammable materials, including chemicals and radioactive and biological materials. The Corporation’s operations also produce hazardous waste products. The Corporation generally contract with third parties for the disposal of these materials and wastes. The Corporation cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from the Corporation’s use of hazardous materials, it could be held liable for any resulting damages, and any liability could exceed its resources. The Corporation also could incur significant costs associated with civil or criminal fines and penalties. Although the Corporation maintains workers’ compensation insurance to cover it for costs and expenses it may incur due to injuries to its employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. The Corporation does not maintain insurance for environmental liability or toxic tort claims that may be asserted against the Corporation in connection with its storage or disposal of biological, hazardous or radioactive materials. In addition, the Corporation may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair the Corporation’s research, development or production efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions. Any product candidate for which the Corporation obtains marketing approval could be subject to restrictions or withdrawal from the market and the Corporation may be subject to penalties if it fails to comply with regulatory requirements or if it experiences unanticipated problems with its products, when and if any of them are approved. Any product candidate for which the Corporation obtains marketing approval, along with the manufacturing processes, post approval clinical data, labeling, advertising and promotional activities for such product, will be subject to continual requirements of and review by the FDA and other regulatory authorities. These requirements include, among others, submissions of safety and other post marketing information and reports, registration and listing requirements, cGMP requirements relating to quality control, quality assurance and corresponding maintenance of records and documents, cGTP requirements, requirements regarding the distribution of samples to physicians and recordkeeping. Even if regulatory approval of a product candidate is granted, the approval may be subject to limitations on the indicated uses 23 for which the product may be marketed or to the conditions of approval, or contain requirements for costly post marketing testing and surveillance to monitor the safety or efficacy of the product. The FDA closely regulates the post approval marketing and promotion of drugs and biologics to ensure drugs and biologics are marketed only for the approved indications and in accordance with the provisions of the approved label. The FDA imposes stringent restrictions on manufacturers’ communications regarding off label use and if the Corporation does not market its products for their approved indications, the Corporation may be subject to enforcement action for off label marketing. In addition, later discovery of previously unknown problems with the Corporation’s products, manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may yield various results, including: ● restrictions on such products, manufacturers or manufacturing processes; ● restrictions on the marketing of a product; ● restrictions on product distribution; ● requirements to conduct post marketing clinical trials; ● Form 483s, warning or untitled letters; ● withdrawal of the products from the market; ● refusal to approve pending applications or supplements to approved applications that it submits; ● recall of products; ● fines, restitution or disgorgement of profits or revenue; ● suspension or withdrawal of regulatory approvals; ● refusal to permit the import or export of the Corporation’s products; ● product seizure; or ● injunctions or the imposition of civil or criminal penalties. Our relationships with customers and third-party payors will be subject to applicable United States anti-kickback, fraud and abuse and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings. If we or they are unable to comply with these provisions, we may become subject to civil and criminal investigations and proceedings that could have a material adverse effect on our business, financial condition and prospects. Our activities in the United States are subject to various federal and state fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute, the federal civil False Claims Act, and laws and regulations pertaining to limitations on and reporting of healthcare provider payments (physician sunshine laws). These laws and regulations are interpreted and enforced by various federal, state and local authorities including CMS, the Office of Inspector General for the U.S. Department of Health and Human Services, the U.S. Department of Justice, individual U.S. Attorney offices within the Department of Justice, and state and local governments. These laws include: ● The U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arranging for or recommending the purchase, lease or order of, any good or service, for which payment may be made, in whole or in part, under federal healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; ● The U.S. civil False Claims Act (which can be enforced through “qui tam,” or whistleblower actions, by private citizens on behalf of the federal government), prohibits any person from, among other things, knowingly presenting, or causing to be presented false or fraudulent claims for payment of government funds or knowingly making, using or causing to be made or used, a false record or statement material to an 24 obligation to pay money to the government or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the U.S. federal government; ● U.S. federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal liability and amends provisions on the reporting, investigation, enforcement, and penalizing of civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for healthcare benefits, items or services by a healthcare benefit program, which includes both government and privately funded benefits programs; similar to the U.S. federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; ● State laws and regulations, including state anti-kickback and false claims laws, that may apply to our business practices, including but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payer, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; and state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities; ● The Physician Payments Sunshine Act, implemented as the Open Payments program, and its implementing regulations, requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program to report annually to CMS information related to certain payments made in the preceding calendar year and other transfers of value to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members; beginning in 2022, applicable manufacturers are required to report such information regarding payments and transfers of value provided, as well as ownership and investment interests held, during the previous year to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, and certified nurse-midwives; and ● The Foreign Corrupt Practices Act, or FCPA, prohibits U.S. businesses and their representatives from offering to pay, paying, promising to pay or authorizing the payment of money or anything of value to a foreign official in order to influence any act or decision of the foreign official in his or her official capacity or to secure any other improper advantage in order to obtain or retain business. Violations of any of these laws or any other governmental regulations that may apply to us, may subject us to significant civil, criminal and administrative sanctions including penalties, damages, fines, imprisonment, and exclusion from government funded healthcare programs, such as Medicare and Medicaid, and/or adverse publicity. Moreover, government entities and private litigants have asserted claims under state consumer protection statutes against pharmaceutical and medical device companies for alleged false or misleading statements in connection with the marketing, promotion and/or sale of pharmaceutical and/or medical device products. Healthcare legislative measures aimed at reducing healthcare costs may have a material adverse effect on our business and results of operations. The regulations and practices that govern marketing approvals, pricing, commercialization, coverage and reimbursement for new drugs and biologics vary widely from country to country and product to product. Current and future legislation may significantly change the approval requirements in ways that could involve additional costs and cause delays in obtaining approvals. Some countries, including almost all of the member states of the European Economic Area, require approval of the sale price of a product before it can be marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted. In some foreign markets, including the European market, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted and approved products are subject to re-reviews, class reviews and other governmental controls which can negatively impact pricing originally approved. As a result, we might obtain marketing approval for a product in a particular country, but then be subject to price regulations that delay our commercial launch of the 25 product, possibly for lengthy time periods, and negatively impact any revenues we are able to generate from the sale of the product in that country. Adverse pricing limitations may hinder our ability to recoup our investment in one or more product candidates, even if our product candidates obtain marketing approval. Our ability to commercialize any product candidate, if approved, successfully also will depend in part on the extent to which coverage and reimbursement for these products and related treatments will be available from government health administration authorities, private health insurers and other organizations. Government authorities and other third-party payors, such as private health insurers and health maintenance organizations, decide which medications they will pay for and establish reimbursement levels. A primary trend in the European and U.S. healthcare industries and elsewhere is cost containment. It is currently unknown what impact, if any proposed changes by the federal and state governments in the U.S. and similar changes in foreign countries may have on pricing and reimbursement, particularly with respect to government programs such as Medicare and Medicaid and Pharmacy Benefit Managers for commercial plans, and including reimportation, reference pricing and limitations on manufacturer price increases. The U.S. Inflation Reduction Act of 2022 contains substantial drug pricing reforms, including the establishment of a drug price negotiation program within the U.S. Department of Health and Human Services that would require manufacturers to charge a negotiated “maximum fair price” for certain selected drugs or pay an excise tax for noncompliance, the establishment of rebate payment requirements on manufacturers of certain drugs payable under Medicare Parts B and D to penalize price increases that outpace inflation, and requires manufacturers to provide discounts on Part D drugs. Substantial penalties can be assessed for noncompliance with the drug pricing provisions in the Inflation Reduction Act of 2022. The Inflation Reduction Act of 2022 could have the effect of reducing the prices we can charge and reimbursement we receive for our product candidates, if approved, thereby reducing our profitability, and could have a material adverse effect on our financial condition, results of operations and growth prospects. The effect of Inflation Reduction Act of 2022 on our business and the pharmaceutical industry in general is not yet known. Prices at which we or our customers seek reimbursement for our product candidates, if approved, can be subject to challenge, reduction or denial by the government and other payers. Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for pharmaceutical products. We cannot be sure that coverage and reimbursement will be available for any product candidate, if approved, that we commercialize, and, if coverage and reimbursement are available, the level of reimbursement. Reimbursement may impact the demand for any product candidate for which we obtain marketing approval. In addition, third-party payors are likely to impose strict requirements for reimbursement of a higher priced drug. If reimbursement is not available or is available only to limited levels, we may not be able to successfully commercialize any product for which we obtain marketing approval. The United States and many foreign jurisdictions have enacted or proposed legislative and regulatory changes affecting the healthcare system that may affect our ability to profitably sell our product candidates, if approved, including implementing cost-containment programs to limit the growth of government-paid healthcare costs, including price controls, restrictions on reimbursement and requirements for substitution of generic products for branded prescription products. The Affordable Care Act was intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against fraud and abuse, add transparency requirements for the healthcare and health insurance industries, impose new taxes and fees on the health industry and impose additional health policy reforms. There have been significant ongoing judicial, administrative, executive and legislative efforts to modify or eliminate the Affordable Care Act. For example, the Tax Act enacted on December 22, 2017, repealed the shared responsibility payment for individuals who fail to maintain minimum essential coverage under section 5000A of the Internal Revenue Code, commonly referred to as the individual mandate. Other legislative changes have been proposed and adopted since passage of the Affordable Care Act. The Budget Control Act of 2011, among other things, created the Joint Select Committee on Deficit Reduction to recommend proposals in spending reductions to Congress. The Joint Select Committee did not achieve its targeted deficit reduction of an amount greater than $1.2 trillion for the fiscal years 2012 through 2021, triggering the legislation’s automatic reductions to several government programs. These reductions included aggregate reductions to Medicare payments to healthcare providers of up to 2.0% per fiscal year, which went into effect in April 2013. Subsequent litigation extended the 2% reduction, on average, to 2030 unless additional Congressional action is taken. However, pursuant to the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, the 2% Medicare sequester reductions were suspended from May 1, 2020 through March 31, 2022 due 26 to the COVID-19 pandemic. As of July 2, 2022, the 2% sequester resumed. On January 2, 2013, the American Taxpayer Relief Act was signed into law, which, among other things, reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. The Affordable Care Act has also been subject to challenges in the courts. On December 14, 2018, a Texas U.S. District Court Judge ruled that the Affordable Care Act is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. On December 18, 2019, the Fifth Circuit U.S. Court of Appeals held that the individual mandate is unconstitutional and remanded the case to the Texas District Court to reconsider its earlier invalidation of the entire Affordable Care Act. An appeal was taken to the U.S. Supreme Court. On June 17, 2021, the Supreme Court ruled that the plaintiffs lacked standing to challenge the law as they had not alleged personal injury traceable to the allegedly unlawful conduct. As a result, the Supreme Court did not rule on the constitutionality of the ACA or any of its provisions. Further changes to and under the Affordable Care Act remain possible but it is unknown what form any such changes or any law proposed to replace or revise the Affordable Care Act would take, and how or whether it may affect our business in the future. We expect that changes to the Affordable Care Act, the Medicare and Medicaid programs, changes allowing the federal government to directly negotiate prices and changes stemming from other healthcare reform measures, especially with regard to healthcare access, financing or other legislation in individual states, could have a material adverse effect on the healthcare industry. We also expect that the Affordable Care Act, as well as other healthcare reform measures that have and may be adopted in the future, may result in more rigorous coverage criteria and in additional downward pressure on the price that we receive for our product candidates, if approved. Any reduction in reimbursement from Medicare, Medicaid, or other government programs may result in a similar reduction in payments from private payers. With the enactment of the Biologics Price Competition and Innovation Act of 2009 (“BPCIA”), as part of the Affordable Care Act, an abbreviated pathway for the approval of biosimilar and interchangeable biological products was created. The new abbreviated regulatory pathway establishes legal authority for the FDA to review and approve biosimilar biologics, including the possible designation of a biosimilar as “interchangeable” based on its similarity to an existing brand product. Under the BPCIA, an application for a biosimilar product cannot be submitted to the FDA until four years, or approved by the FDA until 12 years, after the original brand product identified as the reference product was approved under a biologics license application (“BLA”). The BPCIA is complex and is only beginning to be interpreted and implemented by the FDA. As a result, its ultimate impact, implementation and meaning is subject to uncertainty. While it is uncertain when any such processes may be fully adopted by the FDA, any such processes could have a material adverse effect on the future commercial prospects for the Corporation’s biological products. The Corporation believes that if any of its product candidates were to be approved as biological products under a BLA, such approved products should qualify for the four year and 12 year periods of exclusivity. However, there is a risk that the United States Congress could amend the BPCIA to significantly shorten these exclusivity periods, or that the FDA will not consider the Corporation’s product candidates to be reference products for competing products, potentially creating the opportunity for generic competition sooner than anticipated. Moreover, the extent to which a biosimilar, once approved, will be substituted for any one of the Corporation’s reference products in a way that is similar to traditional generic substitution for non biological products is not yet clear, and will depend on a number of marketplace and regulatory factors that are still developing. General Risks related to the Corporation The Corporation’s future success depends on its ability to retain its key executives and to attract, retain and motivate qualified personnel. The Corporation is highly dependent on its executive officers. Although the Corporation has formal employment agreements with each of its executive officers, these agreements do not prevent the Corporation’s executives from terminating their employment with the Corporation at any time. The loss of the services of any of these persons could impede the achievement of the Corporation’s research, development and commercialization objectives. Recruiting and retaining qualified scientific, clinical, manufacturing and sales and marketing personnel will also be critical to the Corporation’s success. The Corporation may not be able to attract and retain these personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar 27 personnel. The Corporation also experiences competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition, the Corporation relies on consultants and advisors, including scientific and clinical advisors, to assist it in formulating its research and development and commercialization strategy. The Corporation’s consultants and advisors may be employed by employers other than the Corporation and may have commitments under consulting or advisory contracts with other entities that may limit their availability to the Corporation. The Corporation may be unable to obtain scientific research and experimental development tax incentive credits in Canada. The Corporation is eligible for scientific research and experimental development tax incentive credits in Canada. There is a risk that a Canadian federal or provincial governmental agency could conclude that: (i) some or all of the expenditures were not incurred on scientific research and experimental development activities, (ii) the rate applicable to such credit is different from the rate claimed by the Corporation, and (iii) the related entity does not meet specified criteria for refundable tax credits, and therefore the governmental agency could reduce or disallow claims for such credits, including refundable credits previously funded. Furthermore, if the Canadian taxation authorities reduce the tax credit either by reducing the rate of the credit or the eligibility of some research and development expenses in the future, its operating results will be materially adversely affected. The Corporation could expand its development, regulatory, manufacturing and sales and marketing capabilities, and as a result, the Corporation may encounter difficulties in managing its growth, which could disrupt the Corporation’s operations. Based on the outcomes of its ongoing clinical trials, the Corporation could expect to experience significant growth in the number of its employees and the scope of its operations, particularly in the areas of drug development, regulatory affairs, manufacturing and sales and marketing. To manage the Corporation’s future growth, it must continue to implement and improve its managerial, operational and financial systems, expand its facilities and continue to recruit and train additional qualified personnel. Due to the Corporation’s limited financial resources, the Corporation may not be able to effectively manage the expansion of its operations or recruit and train additional qualified personnel. The physical expansion of the Corporation’s operations may lead to significant costs and may divert its management and business development resources. Any inability to manage growth could delay the execution of the Corporation’s business plans or disrupt the Corporation’s operations. The Corporation may acquire businesses or products, or form strategic alliances, in the future, and the Corporation may not realize the benefits of such acquisitions. The Corporation may acquire additional businesses or products, form strategic alliances or create joint ventures with third parties that the Corporation believes will complement or augment its existing business. If the Corporation acquires businesses with promising products or technologies, the Corporation may not be able to realize the benefit of acquiring such businesses if the Corporation is unable to successfully integrate them with its existing operations and company culture. The Corporation may encounter numerous difficulties in developing, manufacturing and marketing any new products resulting from a strategic alliance or acquisition that delay or prevent it from realizing their expected benefits or enhancing the Corporation’s business. The Corporation cannot assure investors that, following any such acquisition, it will achieve the expected synergies to justify the transaction. The Corporation has limited experience operating internationally, is subject to a number of risks associated with its international activities and operations, and may not be successful in its efforts to expand internationally. The Corporation currently has very limited operations outside of Canada. In order to meet the Corporation’s long-term goals, the Corporation would need to grow its international operations significantly. Consequently, the Corporation is and will continue to be subject to additional risks related to operating in foreign countries, including: ● the fact that the Corporation has limited experience operating its business internationally; 28 ● local, economic and political conditions, including inflation, geopolitical events, such as war and terrorism, foreign currency fluctuations and exchange risks, which could result in increased or unpredictable operating expenses and reduced revenues and other obligations incident to doing business in, or with a company located in, another country; ● the Corporation’s customers’ ability to obtain reimbursement for any product candidate in foreign markets, and unexpected changes in reimbursement and pricing requirements, tariffs, trade barriers and regulatory requirements; ● different medical practices and customs in foreign countries affecting acceptance in the marketplace; ● longer lead times for shipping and longer accounts receivable collection times; ● the interpretation of contractual provisions governed by foreign laws in the event of a contract dispute; ● reduced protection of intellectual property rights in some foreign countries or the existence of additional potentially relevant third party intellectual property rights; and ● compliance with foreign laws, rules and regulations, including data privacy requirements, labor relations laws, tax laws, accounting requirements, anti-competition regulations, import, export and trade restrictions, anti-bribery/anti-corruption laws, regulations or rules, which could lead to actions by the Corporation or its licensees, distributors, manufacturers, other third parties who act on its behalf or with whom the Corporation does business in foreign countries or the Corporation’s employees who are working abroad that could subject the Corporation to investigation or prosecution under such foreign laws. If the Corporation is a passive foreign investment company (“PFIC”) for United States federal income tax purposes, certain adverse tax rules may apply to U.S. Holders of the Common Shares. Based on estimates of the composition of the Corporation’s income and the value of its assets, the Corporation believes that it was not a PFIC for United States federal income tax purposes for the 2022 taxable year, and further, the determination of the Corporation’s status as a PFIC for the 2023 tax year cannot be made at this time. The Corporation will be classified as a PFIC for any taxable year for United States federal income tax purposes if either (i) 75% or more of its gross income in that taxable year is passive income or (ii) the average percentage of its assets by value in that taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. PFIC status is determined annually and depends upon the composition of a company’s income and assets and the market value of its stock from time to time. Therefore, there can be no assurance as to the Corporation’s PFIC status for future taxable years. The value of the Corporation’s assets will be based, in part, on the then market value of its Common Shares, which is subject to change. If the Corporation is a PFIC for any taxable year during which a U.S. Holder (as defined under “Certain U.S. Federal Income Tax Considerations” below) holds Common Shares, such U.S. Holders could be subject to adverse United States federal income tax consequences whether or not the Corporation continues to be a PFIC. For example, U.S. Holders may become subject to increased tax liabilities under United States federal income tax laws and regulations, and will become subject to burdensome reporting requirements. If the Corporation is a PFIC during a taxable year which a U.S. Holder holds Common Shares, such U.S. Holder may be able to make a “mark-to-market” election or a “qualified electing fund” election that could mitigate the adverse United States federal income tax consequences that would otherwise apply to such U.S. Holder. Although upon request of a U.S. Holder, the Corporation will provide the information necessary for a U.S. Holder to make the qualified electing fund election, no assurance can be given that such information will be available for any lower-tier PFIC that the Corporation does not control. See “Certain U.S. Federal Income Tax Considerations” for additional information. United States investors may not be able to obtain enforcement of civil liabilities against the Corporation. 29 The enforcement by investors of civil liabilities under the United States federal or state securities laws may be affected adversely by the fact that the Corporation is governed by the Canada Business Corporations Act, that the majority of the Corporation’s officers and directors are residents of Canada, and that all, or a substantial portion of their assets and a substantial portion of the Corporation’s assets, are located outside the United States. It may not be possible for investors to effect service of process within the United States on certain of its directors and officers or enforce judgments obtained in the United States courts against the Corporation or certain of the Corporation’s directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States. As a foreign private issuer, the Corporation is subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to its U.S. shareholders. The Corporation is a foreign private issuer under applicable U.S. federal securities laws and, therefore, is not required to comply with all of the periodic disclosure and current reporting requirements of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related rules and regulations. As a result, the Corporation does not file the same reports that a U.S. domestic issuer would file with the United States Securities and Exchange Commission (the “SEC”), although it is required to file with or furnish to the SEC the continuous disclosure documents that the Corporation is required to file in Canada under Canadian securities laws. In addition, the Corporation’s officers, directors and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act. Therefore, the Corporation’s shareholders may not know on as timely a basis as they would with a domestic U.S. issuer when the Corporation’s officers, directors and principal shareholders purchase or sell securities of IMV as the reporting periods under the corresponding Canadian insider reporting requirements are longer. In addition, as a foreign private issuer, the Corporation is exempt from the U.S. proxy rules under the Exchange Act. The Corporation may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses to the Corporation. In order to maintain its current status as a foreign private issuer, a majority of the Corporation’s Common Shares must be either directly or indirectly owned of record by non- residents of the United States unless the Corporation also satisfies one of the additional requirements necessary to preserve this status. The Corporation may in the future lose its foreign private issuer status if a majority of the Common Shares are owned of record in the United States and the Corporation fails to meet the additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to the Corporation under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs the Corporation incurs as a Canadian foreign private. If the Corporation is not a foreign private issuer, it would not be eligible to use foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. In addition, the Corporation may lose the ability to rely upon exemptions from Nasdaq corporate governance requirements that are available to foreign private issuers. ITEM 4. INFORMATION ON THE COMPANY ITEM 4.A. HISTORY AND DEVELOPMENT OF THE COMPANY Name, Address and Incorporation The Corporation was incorporated on May 18, 2007 under the name of Rhino Resources Inc. pursuant to the Canada Business Corporations Act. In September 2009, the Corporation changed its name to Immunovaccine Inc. and consolidated its outstanding share capital on a 5 to 1 basis. On May 2, 2018, the Corporation changed its name to IMV Inc. and consolidated its outstanding share capital on a 3.2 to 1 basis. On December 7, 2022 the Corporation consolidated its outstanding share capital on a 10 to 1 basis. The Corporation’s head and registered office is located at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia, Canada, B3B 2C4. The Corporation commenced operations in March 2000, based on animal health research pioneered at Dalhousie University in Halifax, Nova Scotia, when it was contracted by the Department of Fisheries and Oceans to develop a 30 contraceptive to control the seal population. The Corporation was able to develop a contraceptive and delivery system that demonstrated long-lasting efficacy from a single dose such that 90% of seals, 10 years after treatment, were still contracepted. From 2000 to 2008, the Corporation concentrated its research efforts on animal contraception for both wildlife and companion animals. The Corporation continued to develop its various technologies and began exploring potential new human applications. This research eventually led to acquiring peptides to the tumor associated antigen, survivin, from Merck KGaA in 2010. Merck had been unable to generate optimal T cell activation using traditional vaccine delivery technology. By reformulating these same survivin peptides in our DPX® delivery platform, IMV saw improved T cell reactivity in preclinical research highlighting the potential for the treatment of human cancers and the Corporation’s first clinical candidate, MVP-S emerged. Since that time, MVP-S has shown favorable clinical outcomes in multiple cancer indications and across multiple clinical studies. The Corporation has two wholly-owned subsidiaries, Immunovaccine Technologies Inc., which is incorporated under the laws of the Province of Nova Scotia and IMV USA Inc., which is incorporated under the laws of the State of Delaware. Recent Developments Recent clinical progress with our DPX-based immunotherapeutic candidates: ● We continue to accelerate enrollment in the VITALIZE phase 2b study in relapsed, refractor Diffuse Large B Cell Lymphoma (“r/r DLBCL”) by activating more sites in North America, Europe, Australia and New Zealand. The goal of this study is to further evaluate the Objective Response Rate (“ORR”) observed in the now completed SPiReL phase 2 study which evaluated the combination of MVP-S, intermittent, low-dose cyclophosphamide (“CPA”), and Merck’s checkpoint inhibitor, pembrolizumab (KEYTRUDA®) and to assess whether benefit may be particularly evident in Program Death Ligand 1 (“PD-L1+”) positive patients. Early data from arm 1 of the follow-on, open label VITALIZE study have shown three confirmed, complete responses (“CRs”), one patient assessed with stable disease and two patients with progressive disease from the six evaluable patients that did not progress prior to receiving their first scan due to poor baseline functionality. Completion of stage one enrollment (approximately 30 patients) of this study is expected in Q2 2023. ● Recruitment and site activation are progressing in our AVALON phase 2b study. The goal of this study is to further evaluate the favorable clinical outcomes observed in our phase 2 DeCidE1 study, which evaluated patients with recurrent ovarian cancer receiving MVP-S and intermittent, low-dose CPA. In the now completed DeCidE1 study, the ORR by RECIST v1.1 was 21% and 15/19 evaluable patients showed either 31 tumor target lesion stabilization or shrinkage. The median overall survival was 19.3 months (intent to treat population), with nearly 45% of patients surviving 2 years. Treatment was well-tolerated with treatment-related adverse events being mostly grade 1 and grade 2 injection site reactions. Enrollment of stage one of the AVALON phase 2b study (approximately 40 patients) is expected to be completed in Q3 2023. ● We engaged in discussions with experts in the field to determine the best clinical pathway for MVP-S in bladder cancer following the results obtained in the phase 2 “basket” study evaluating MVP-S and intermittent, low-dose CPA in combination with pembrolizumab (KEYTRUDA®) in different solid tumor cancer indications. Favourable clinical outcomes were observed most prominently in metastatic bladder cancer patients. Details on the data observed in the bladder cancer cohort were presented in a late-breaking oral symposium at the American Association for Cancer Research (“AACR”) annual meeting in April 2022. Data showed that five out of 17 patients showed response (2 CRs and 3 partial responses (“PRs”) per RECIST v1.1), Notably, these two CRs were from patients who were treated and progressed through prior checkpoint inhibitors. The combination treatment was well-tolerated, with the majority of adverse events being grade 1 or grade 2 and no severe adverse events attributed to MVP-S. ● Progress has been made in the enrollment of two neoadjuvant studies; an investigator-led phase 1b clinical study in women with non-metastatic HR+/HER2- breast cancer evaluating MVP-S with an aromatase inhibitor, and a co-funded phase 1 study in non-muscle invasive bladder cancer (“NMIBC”) which evaluates MVP-S and our second DPX-based product candidate, DPX-SurMAGE, in two separate cohorts. The aim of these neoadjuvant studies is to expand our understanding of the DPX mechanism of action (“MOA”) through translational analyses. Translational data from early patients in the breast cancer study were recently presented at the Society for Immunotherapy of Cancer’s (“SITC”) 2022 Annual meeting. In addition, this trial was presented as a ‘Trials in Progress’ poster at the San Antonio Breast Cancer Symposium (“SABCS”) in December 2022. Preliminary translational data from the MVP-S cohort of the NMIBC study is expected in the first half of 2023. Our goal is to continue pushing MVP-S toward registration trials in r/r DLBCL and ovarian cancer, while leveraging our versatile DPX platform to create cancer vaccines that offer meaningful benefit to patients. Three Year History The following events significantly influenced the general development of the business of the Corporation: Year ended December 31, 2022: 32 ● On March 16, 2023, that Stonegate Healthcare Partners L.L.C., have been engaged to explore strategic alternatives. ● On February 13, 2023, positive preliminary data from the VITALIZE Phase 2B trial evaluating its lead DPX product, MVP-S in combination with pembrolizumab (KEYTRUDA®) in patients with r/r DLBCL. Key initial findings from the ongoing VITALIZE trial included: o 8 Patients with an ECOG score of 0-1 have been enrolled in arm 1 of the study. Of these, 6 have so far been evaluable for efficacy; o Of these 6 evaluable patients, 3 patients showed confirmed CRs, 1 patient was assessed with stable disease as best response and 2 patients were assessed with progressive disease as best response; and o 2 patients with poor level of baseline functionality (ECOG ≥ 2) failed to stay on study through to the first scan and therefore could not be evaluated. Enrollment of stage one (approximately 30 patients) is expected to be complete in the first half of 2023 and stage one response rate will be communicated when the totality data are available for definitive assessment. ● On January 9, 2023, Shabnam Kazmi has been appointed to join IMV’s Board of Directors. Ms. Kazmi is an experienced CEO and Founder with over 30 years experience in top-tier global biopharma companies such as Bristol-Myers Squibb, Sanofi and Otsuka America Pharmaceuticals. She currently serves as the CEO of Asellus Ventures, a healthcare advisory and investment firm. Ms. Kazmi’s appointment follows the decision of Ms. Julia P. Gregory who had served on IMV’s Board of Directors since June 2018, to retire from the Board of Directors. ● On December 20, 2022, the closing of a public offering (the “December 2022 Offering”) for the sale of an aggregate of 3,448,276 common shares or pre-funded warrants and warrants to purchase up to an aggregate of 3,448,276 common shares at a purchase price of US$2.61 per common share (or common share equivalent) and accompanying Warrant priced at-the-market under the Nasdaq rules (the “Warrants”). The Warrants have an exercise price of US$2.50 per share, are exercisable immediately, and will expire five years following their date of issuance. The gross proceeds from the December 2022 Offering to IMV, before deducting placement agent commissions and other offering expenses and excluding any proceeds that may be received upon exercise of the Warrants, were approximately US$9 million. ● On December 7, 2022, the Corporation implemented a 1-for-10 share consolidation that was approved by the shareholders at 87.87% of the shares voted. The share consolidation was primarily intended to bring the Corporation into compliance with the minimum required closing bid price for continued listing on Nasdaq. The Corporation’s common shares commenced trading on the TSX and Nasdaq on a post-consolidation basis on December 13, 2022. There were 82,369,960 common shares issued and outstanding before the consolidation, and it was expected that there would be 8,236,996 common shares issued and outstanding following the consolidation, subject to rounding for any fractional shares. No fractional shares were issued as a result of the share consolidation. Fractional interests were rounded down to the nearest whole share. ● On November 25, 2022, the Corporation received a notification letter from the Listing Qualifications Department of the Nasdaq indicating that the Market Value of Listed Securities (“MVLS”) for the last 30 consecutive business days was below the required minimum of US$35 million for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2). The notification letter is only a notification of deficiency and has no immediate effect on the listing or trading of IMV’s common shares. The Corporation will be provided with a compliance period of 180 calendar days, or until May 22, 2023, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C). If at any time before May 22, 2023, the Corporation’s MVLS closes at or above US$35 million for a minimum of ten consecutive business days, Nasdaq will provide written notification that the Corporation has achieved compliance under the MVLS requirement, and the matter will be closed. In the event the Corporation does not regain compliance by May 22, 2023, the Corporation may face delisting. ● On September 15, 2022, a strategic reorganization to reduce its workforce by approximately one third. The Corporation will focus resources on ongoing MVP-S clinical programs in immuno-oncology, most notably the 33 Phase 2B trials VITALIZE (in r/r DLBCL) and AVALON (in advanced, metastatic ovarian cancer). The Corporation continues to invest in its DPX platform and to leverage this novel technology to drive key strategic partnerships. ● On September 15, 2022, Dr. Saman Maleki has been appointed to join IMV’s Board of Directors. Dr. Maleki is an Assistant Professor of Oncology, Pathology & Laboratory Medicine, and Medical Biophysics at Western University. Dr. Maleki replaced Brittany Davison on the Board of Directors. Brittany Davison was promoted to Chief Accounting Officer (“CAO”) from her previous role as Senior Vice President, Finance. ● On August 5, 2022, that in order to maintain the remainder of its at-the-market (“October 2020 ATM”) facility, the Corporation re-entered into an equity-distribution agreement dated August 4, 2022 with Piper Sandler & Co. (“Piper Sandler”) pursuant to which the Corporation may from time to time sell through “at-the-market” offerings, with Piper Sandler acting as sales agent, on the Nasdaq such number of common shares that have an aggregate offering price of up to US$50 million under the ATM Prospectus Supplement. This was filed as a result of the underlying Canadian final base shelf prospectus expiring on July 25, 2022. ● On July 8, 2022, the Corporation received a letter from the Listing Qualifications Department of the Nasdaq indicating that, based upon the closing bid price of the Common Shares for the 30 consecutive business day period between May 23, 2022, through July 6, 2022, IMV did not meet the minimum bid price of US$1.00 per share required for continued listing on Nasdaq (the “Minimum Bid Price Requirement”). This notice had no immediate effect on the Corporation’s business operations or listing of the Common Shares on the Nasdaq. Following the share consolidation described above on December 7, 2022, Nasdaq provided written notification on December 28, 2022 that the Corporation achieved compliance under the Minimum Bid Price Requirement, and this matter was closed. ● On June 22, 2022, the drawdown of the remaining US$10 million available under the Corporation’s existing US$25 million debt facility with Horizon Technology Finance Corporation (“Horizon”). This drawdown was made available as the Corporation achieved a predetermined milestone following site activation in its phase 2b AVALON trial. AVALON is a phase 2B, single arm trial evaluating MVP-S and intermittent, low-dose CPA in subjects with platinum-resistant ovarian cancer. The goal of this trial is to further evaluate the data observed in our phase 2 DeCidE trial. This study dosed its first patient in August 2022. ● On April 22, 2022, the appointment of existing director, Michael P. Bailey to Chairman of the Board, effective May 1, 2022. ● On April 8, 2022, safety and preliminary efficacy data of the combination of the Corporation’s lead product candidate, MVP-S, with pembrolizumab (KEYTRUDA®) from a phase 2 basket study of patients with advanced, metastatic bladder cancer. Data was presented at a late-breaking oral symposium at AACR on April 12, 2022. The preliminary results suggest that IMV’s therapy may provide a well-tolerated therapeutic alternative for advanced, metastatic bladder cancer patients in need of new treatment options: o Five out of 17 subjects showed response (2 confirmed CRs and 3 PRs per RECIST v1.1); o CRs and PRs were observed in some patients who had progressed through prior immune checkpoint inhibitor therapy; o Survivin-specific T cells were most evident in patients with the most favorable clinical outcomes; and o The combination treatment was well-tolerated, with the majority of adverse events being grade 1 or grade 2. ● On March 31, 2022, Pierre Labbé, the Corporation’s former Chief Financial Officer, announced his retirement from the Corporation. Mr. Labbé continued to consult with IMV until the end of the third quarter to support the transition of his functions. 34 ● On March 17, 2022, preparation to initiate AVALON, a phase 2B, single arm trial evaluating MVP-S and intermittent low-dose CPA in subjects with platinum-resistant ovarian cancer is ongoing. The goal of this trial is to further evaluate the data observed in our phase 2 DeCidE trial. ● On January 12, 2022, the first patient dosed in the VITALIZE Phase 2B clinical trial. VITALIZE will further evaluate the therapeutic potential of IMV’s lead compound, MVP-S, in combination with Merck’s anti-PD-1 therapy, pembrolizumab (KEYTRUDA®) and Low Dose CPA, in patients with r/r DLBCL. Year ended December 31, 2021 ● On December 22, 2021, the appointment of Andrew Hall to the role of Chief Executive Officer (“CEO”) and Director of the Board, effective January 1, 2022. ● On December 21, 2021, the completion of enrolment in the Phase 2 basket clinical study evaluating MVP-S in combination with Merck’s KEYTRUDA® in patients with metastatic bladder and MSI-H solid tumors. IMV enrolled 131 patients across clinical sites in the U.S. and Canada. Monitoring is ongoing for patients on treatment, but enrolment is now closed. Promising preliminary results were observed in the metastatic bladder and MSI-H cohorts and the Corporation is currently evaluating the path forward in the metastatic bladder indication. ● On December 17, 2021, the completion of a $25 million long-term debt facility led by Horizon (Nasdaq: HRZN). IMV had drawn down $15 million with an additional $10 million available upon achievement of a pre-determined milestone. Of the initial $15 million draw down, CAD$4.5 million has been used to pay off IMV’s existing term loan with the government of Nova Scotia. The remaining proceeds from the facility will be used to support the ongoing clinical development of key investigational product candidates within IMV’s pipeline and for general working capital purposes. ● On December 2, 2021, new translational data implicating B cells in the therapeutic potential of MVP-S treatment in ovarian cancer patients. The abstract released by the ESMO-IO congress highlighted that: o Enriched B cell infiltration was detected in on-treatment tumor samples, especially in patients who showed tumor reduction; the strongest increase was observed within memory B cells, o The frequency of systemic plasmablasts increased on-study in most of assessed patients and was more pronounced in patients with tumor shrinkage, o Antibodies to all 5 survivin peptides were detected in plasma samples and were more prominent in patients with tumor shrinkage. ● On November 30, 2021, the first patient with hormone receptor positive/HER2-negative (HR+/HER2-) breast cancer was dosed with our lead compound, MVP-S. In this trial, MVP-S is being administered in combination with an aromatase inhibitor, with or without radiotherapy or cyclophosphamide prior to surgery. ● On August 10, 2021, final top-line results of the DeCidE1 phase 2 clinical trial evaluating MVP-S in patients with advanced recurrent ovarian cancer. Treatment was well-tolerated with an overall survival rate of 44.9% at 23.8 months of follow up and a median overall survival of 19.9 months. We believe these results are particularly encouraging because many subjects in the trial had been heavily pre-treated and 57.9% were platinum resistant. These results and data from the completed translational analyses informed the design of the phase 2 AVALON clinical study to be initiated in the second half of 2022. ● On August 4, 2021, that Frederic Ors stepped down as CEO. The Board of Directors appointed Andrew Hall, the Corporation’s Chief Business Officer, as Interim CEO. ● On July 20, 2021, the closing of a public offering (the “July 2021 Offering”) of 14,285,714 units (the “Units”) at a price to the public of $1.75 per Unit, for aggregate gross proceeds of approximately $25 million, before deducting underwriting commissions and offering expenses and excluding any proceeds the Corporation may receive from the exercise of the underlying warrants. Each Unit is comprised of one common share and three-quarters of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share at a price of $2.10 per common share, 35 subject to adjustment in certain events, until July 20, 2026. If the Warrants are fully exercised it will represent approximately $22.5M of additional gross proceeds. ● On June 9, 2021, the appointment of Jeremy R. Graff, Ph.D. as Chief Scientific Officer, effective as of June 14, 2021. Dr. Graff brings over 20 years of experience in preclinical and clinical research and translational analysis for novel immune-activating therapeutics in oncology. ● On May 12, 2021, the resignation of Dr. Joanne Schindler as Chief Medical Officer, effective June 11, 2021. ● On May 11, 2021, the appointment of Dr. Michael Kalos, to its board of directors effective May 11, 2021. Dr. Kalos is an internationally recognized expert in T cell therapy and immunotherapy and brings over 25 years of experience from both industry and academia. The Corporation also announced that James Hall, who has served on IMV’s Board of Directors since February 2010, would retire from his role at the annual general meeting in June 2021. ● On May 10, 2021, initiated a Phase 1b clinical trial with its lead compound, MVP-S in patients with HR+/HER2- breast cancer. HR+/HER2- tumors represent an unmet clinical need with relatively poor responses to neoadjuvant endocrine treatment. This investigator-initiated Phase 1B clinical study is being conducted at the Providence Cancer Institute. This three-arm Phase 1B trial is designed to assess the combination of MVP-S and standard-of-care aromatase inhibitor with/without radiotherapy or CPA prior to surgery. Across the three arms of this study, IMV’s lead compound will be evaluated in 18 subjects with resectable, non-metastatic HR+/HER2-breast cancer. ● On April 7, 2021, following feedback from the FDA on the design of the clinical development program, IMV has entered into an agreement with Merck to initiate a Phase 2B clinical trial to evaluate its lead compound, MVP-S in combination with pembrolizumab (KEYTRUDA®), Merck’s anti-PD-1 therapy, in patients with r/r DLBCL. The contribution of CPA as an activator of immune response is also being evaluated in this trial. ● On March 25, 2021 the appointment of Kyle Kuvalanka to the Board of Directors effective April 1, 2021. Concurrent to Mr. Kuvalanka’s appointment, Wayne Pisano, who has served on IMV’s Board of Directors since October 2011, retired from his role with the Corporation. Year ended December 31, 2020 ● On December 28, 2020, updated progress on its COVID-19 vaccine program including: o Completed safety studies that include GLP toxicology and observed favorable safety outcomes; o Completed preclinical immunogenicity studies showing potential for long-term protection with antibody titers maintained throughout the duration of studies (Day 140); o Completed a challenge study in ferrets that demonstrated reductions of viral load in the nasal tissue; o Demonstrated T cell response and “natural” immunity in convalescent plasma against the targeted epitope peptides in the DPX-COVID-19 formulation; and o Demonstrated stability of DPX-COVID-19 at room temperature and 2°C to 8°C for at least 3 months. ● On December 3, 2020, updated clinical response and translational data from DeCidE1, its Phase 2 study evaluating the safety and efficacy of MVP-S with intermittent low-dose CPA in patients with recurrent, advanced platinum-sensitive and -resistant ovarian cancer. As presented on December 3, 2020, 19 patients were evaluable for efficacy with one patient (5%) still receiving treatment. Notably, the majority of patients had received >3 lines of prior therapy and were resistant or refractory to their last platinum regimen. Key findings on the safety and efficacy outcomes of 19 evaluable patients receiving MVP-S/CPA are outlined below: 36 o 79% of patients (5 PR and 10 stable disease (“SD”)) showed clinical benefits; o Durable clinical benefits over 6 months were observed in 7 patients (37%); o 5 patients (26.3%) demonstrated clinical benefit duration of approximately one year (11-16 months) with two patients still benefiting from treatment; o Long tail progression free survival (“PFS”) was observed and consistent with immunotherapies in other cancer indications; o mPFS: 4.47 months; o 6-month PFS of 39%; o 12-month PFS of 20%; o 66.1% 12-month overall survival rate. As more than 50% of patients are still alive, the median overall survival has not been reached; and o Overall, treatment was well-tolerated. The majority of treatment-related adverse events reported were Grade 1 events and related to reactions at the injection site. Extensive translational analyses are ongoing on collected peripheral blood mononuclear cells (“PBMC”), tumor tissue and plasma. Results obtained so far link the observed clinical benefit with survivin-specific T cells, supporting MVP-S’s unique MOA: o Survivin-specific CD8+ T cell response in PBMC samples of 14/16 (87%) evaluable patients was observed; and o Infiltration of survivin-specific T cell clones into the tumors as early as day 56 following treatment. ● On November 10, 2020, the appointment of Andrew Hall to the newly created role of Chief Business Officer. ● On November 9, 2020, that the Corporation’s T cell therapy demonstrates an 86% Objective response rate in combination with Merck’s pembrolizumab (KEYTRUDA®) in patients with PD-L1 positive r/r DLBCL. All clinical responses observed so far in the study have been in PD-L1 positive subjects defined as a percentage of PD-L1+ cells scored in the tumor region of 10% or more. No benefits have been observed in the PD-L1 negative population (n=11) where all subjects experienced PD (n=9) or a SD (n=2). The difference between the two populations is statistically significant and indicates that PD-L1 has the potential to become a predictive biomarker and a companion diagnostic for r/r DLBCL treatment with the combination, to identify and recruit the patients that are the most likely to respond. As of the data cut-off date for the presentation at SITC, 18 pre-treatment samples from patients enrolled in the SPiReL study were available for biomarker analysis. Thirty-nine percent (7/18) of subjects demonstrated a positive pre-treatment tumor PD-L1 expression. Key findings for this population include: o Observed 100% Disease control rate (SD, PR or CR); and o 86% (6/7 subjects) Objective Response Rate (3 CR, and 3 PR). ● On October 16, 2020, that it entered into an Equity Distribution Agreement with Piper Sandler authorizing the Corporation to offer and sell, through “at-the-market” offerings on Nasdaq, Common Shares from time-to-time up to an aggregate offering price of US$50 million through Piper Sandler, as agent. The Corporation intended to use the net proceeds from this offering for research and development expenditures, clinical trial expenditures, including expenditures related to a COVID-19 vaccine candidate and general corporate purposes. ● On October 8, 2020, updated progress on its COVID-19 vaccine program including: o Confirmed an additional $5.4 million in government funding from National Research Council of Canada Industrial Research Assistance Program (“NRC IRAP”) for the clinical development and manufacturing of DPX-COVID-19; o On August 5, 2020, confirmed $4.75 million of funding from Canadian governmental agencies to advance Phase 1 clinical development of its vaccine candidate, DPX-COVID-19. The Corporation received $4.15 million in advisory services and funding from the NRC IRAP, Atlantic Canada Opportunities Agency and Next Generation Manufacturing Canada to support scale-up of DPX-COVID-19 manufacturing process and its evaluation in a phase 1 clinical trial. In addition to this funding, IMV also received $600,000 from the NRC IRAP Innovation Assistance Program (“IRAP IAP”). ● On July 20, 2020, the appointment of Michael P. Bailey to the Board of Directors. 37 ● On July 14, 2020, updated progress on its COVID-19 vaccine program. Since IMV announced the selection of its vaccine candidate on May 21, 2020, the Corporation made significant progress including: o Preclinical studies demonstrated the capacity of DPX-COVID-19 to induce strong immunogenicity including the binding on target to the spike protein and viral neutralization; o The Corporation has completed the cGMP formulation and manufacturing process development for DPX-COVID-19; and o Multiple batches have been successfully produced at IMV. ● On June 30, 2020, that in order to maintain the remainder of its at-the-market (“ATM”) facility, the Corporation re-entered into an equity-distribution agreement dated June 30, 2020 with Piper Sandler pursuant to which the Corporation may from time to time sell through “at-the-market” offerings (the “ATM Offering”), with Piper Sandler acting as sales agent, on the Nasdaq such number of common shares that have an aggregate offering price of up to US$24.5 million under the ATM Prospectus Supplement. This amount reflects the amount which remains unsold following the Corporation entering into the initial equity distribution agreement with Piper Sandler for an aggregate amount of US$30 million as of such date and was filed as a result of the underlying Canadian final base shelf prospectus expiring on July 5, 2020. ● On May 29, 2020, updated clinical response and translational data from DeCidE1, its Phase 2 study evaluating the safety and efficacy of MVP-S with intermittent low- dose CPA in patients with recurrent, advanced platinum-sensitive and -resistant ovarian cancer. As of data cut-off date, May 2, 2020, 19 patients were evaluable for efficacy with four patients (21%) still receiving treatment. Notably, 18/19 evaluable patients had stage 3 or 4 disease at time of diagnosis, the majority of whom had received >3 lines of prior therapy and were platinum resistant. Key findings on the safety and efficacy of MVP-S/CPA are outlined below: o 5/19 patients (26%) achieved a PR with tumor regression >30% on target lesions; o 15/19 patients (79%) achieved disease control, defined as Stable Disease or Partial Response on target lesions; o Tumor shrinkage of target lesions was observed in 10 patients (53%). o Overall, treatment was well-tolerated. The majority of treatment-related adverse events reported were Grade 1 events and related to reactions at the injection site; o Durable clinical benefits lasting ≥ 6 months were observed in seven patients (37%); o 5/7 patients (71%) have now reached duration of clinical benefit > 10 months including three patients with PR and two patients with SD; and o The two patients with SD are about to reach the 1-year mark. Translational analyses on longitudinally collected PBMCs and tumor tissue samples link observed clinical benefit and survivin-specific T cells, supporting MVP-S’s unique MOA. Key translational findings are outlined below: o Survivin-specific CD8+ T cell response in PBMC samples of 14/16 (87%) evaluable patients was observed; and o Infiltration of survivin-specific T cell clones into the tumors as early as day 56 following treatment, which was shown in an analysis of the TCRβ repertoires in five subjects who achieved stable disease. These data were presented in a poster session (Abstract Number: 6075) at the ASCO20 Virtual Scientific Program. ● On May 21, 2020, that it had selected a vaccine candidate against COVID-19 to advance into human clinical studies and has positive preclinical results demonstrating robust immunogenic and antibody responses from the majority of peptide epitopes. The antibody responses observed were equivalent or superior to levels achieved with DPX-RSV, which delivered a robust and sustained immune response in a Phase 1 study. Based on these data, the Corporation selected multiple peptide epitopes to be formulated within its DPX platform to form a vaccine candidate against the novel coronavirus, DPX-COVID-19. ● On May 7, 2020, the completion of a private placement (the “Private Placement”) of 8,770,005 units of the Corporation (each, a “Unit”) at the market price of $2.86 per Unit. With aggregate gross proceeds of approximately $25.1 million, this non-brokered private placement was co-led by Fonds de Solidarité FTQ, 38 an existing investor, and Lumira Ventures, a new investor in the Corporation, along with participation by Altium Capital, also a new investor in IMV, together with incumbent investors. ● On March 30, 2020, that it had made significant progress on the development of DPX-COVID-19, a vaccine candidate against the novel coronavirus, including: o The Corporation has used sequences of the virus and immunoinformatics to predict and identify several hundred epitopes, of which 23 were selected for their biological relevance to the virus and potential to generate neutralizing antibodies against SARS-CoV-2; o Based on this analysis, IMV has begun manufacturing peptide candidates targeting these epitopes as well as planning with IMV’s suppliers and contract manufacturers to prepare for cGMP manufacturing o In collaboration with Gary Kobinger, Ph.D., Director of the Research Centre on Infectious Diseases at the University Laval in Quebec City, preclinical assays in animal models are also planned in April through May of this year to validate the safety profile and potency of the vaccine candidate. o In collaboration with Joanne Langley, M.D. at the Canadian Center for Vaccinology (CCfV) and the Canadian Immunization Research Network (CIRN) the design of a Phase 1 clinical study in 48 healthy subjects was completed and clinical sites identified in both Nova Scotia and Quebec; o IMV had initiated discussions with Health Canada in preparation for a clinical trial application (“CTA”). o The Corporation submitted several grant applications in Canada in an effort to help support its clinical program. ● On March 18, 2020, that it was advancing the clinical development of a DPX-based vaccine candidate against COVID-19. The goal of the development program, in collaboration with lead investigators for the phase 1 clinical study: Joanne Langley, M.D. and Scott Halperin, M.D., of the CCfV at Dalhousie University, the Izaak Walton Killam Health Center and the Nova Scotia Health Authority and the CIRN; along with Dr. Gary Kobinger, Ph.D., Director of the Research Centre on Infectious Diseases at the University Laval in Quebec City and GUARD in Canada, was to establish the clinical safety and immunogenicity of a vaccine candidate based on the Corporation’s DPX delivery technology and incorporating peptides targeting novel epitopes from the coronavirus strain. ● On February 25, 2020, that updated results from DeCidE1, an ongoing Phase 2 study of its lead candidate, MVP-S, in patients with advanced recurrent ovarian cancer were reported during a conference call and webcast. All 22 patients with advanced recurrent ovarian cancer enrolled in this arm of the study were heavily pre-treated, with the median number of prior therapies greater than three. As of February 24, 2020, 19 patients were evaluable for efficacy with six patients (31%) still receiving treatment. Key preliminary findings are outlined below: 15 patients (79%) achieved disease control, defined as Stable Disease or Partial Response on target lesions: o Tumor shrinkage of target lesions was observed in 10 patients (53%). o Durable clinical benefits lasting ≥6 months were observed in seven patients (37%) so far: o Four of these seven patients (21% of evaluable patients) achieved PR with tumor regression >30% on target lesions; o Three stable diseases were ongoing for > 6 months (range 7-9) including -29.5% and -12% tumor regressions; and o Median duration not reached yet, with five of these seven (71%) patients still on treatment at > 6 months (range 7-10). o Analysis of Baseline Tumor Burden (BTB) showed durable clinical benefits across a broad range of BTB (1.5-7.7 cm) with a higher number of patients achieving benefits in BTB < 5 cm as previously observed in other arms of the study: o Six out 11 with BTB < 5 cm (55%) achieved clinical benefits lasting > 6 months. o Durable clinical benefits include platinum-resistant and refractory patients who previously received PARP inhibitors and bevacizumab; and o Treatment was well-tolerated, with most adverse events being Grade 1-2 reactions at the injection site. ● On February 14, 2020, that Albert Scardino was to retire from the IMV Board of Directors effective February 28, 2020. 39 ● On February 4, 2020, the presentation of clinical translational data supporting the MOA of its lead compound, MVP-S, during the 2020 ASCO-SITC Clinical Immuno- Oncology Symposium, being held in Orlando, FL. As part of this analysis, the Corporation measured systemic immune responses, tumor immune infiltrates and clinical tumor response from pre- and post-treatment patient samples in connection with three Phase 1 and/or Phase 2 clinical studies, each evaluating MVP-S alone or in a combination regimen in patients with platinum- sensitive or resistant, advanced ovarian cancer. Highlights from these translational data include: o MVP-S Survivin-specific T cells in the blood of 80% of patients sampled were observed; o Clinical anti-tumor responses were correlated with increased infiltration of T cells into tumors following treatment with MVP-S; o Enrichment in T cell, cytotoxic lymphocytes and B cell-specific signatures which correlate with clinical response was observed; and o Antigen-specific T cells retained their functionality throughout the duration of treatment. ITEM 4.B. BUSINESS OVERVIEW Overview We are a clinical-stage biopharmaceutical company developing a novel class of cancer vaccines based on DPX® (“DPX” or “DPX Platform”), our immune-educating technology platform. DPX is designed to inform a specific, coordinated and persistent anti-tumor immune response, that could change the lives of patients with cancer. DPX is a novel delivery technology that has the potential to realize the promise of cancer vaccines in treating cancer, while preserving patients’ quality of life. DPX is designed to drive a targeted and persistent immune response expressly through antigen presenting cells (“APCs”) and into regional lymph nodes, mimicking the natural processing and flow of antigens through the immune system to promote specific immunity. DPX is a versatile delivery platform that can package a wide range of bioactive molecules in a single formulation to incite the tumor-killing function of multiple, distinct immune cell subtypes. Unlike other cancer vaccine delivery modalities, by trafficking therapeutic targets directly to the lymph node via distinct immune cells, we mirror the way the human immune system typically forms a response to a target. This differentiated mechanism of action is designed to create a robust and persistent reignition of targeted tumor killing by the patient’s own immune system. Our DPX technology is being developed for cancer indications but is applicable to a variety of other therapeutic areas where the generation of a target-specific immune response may mitigate and destroy disease. Our lead product candidate, maveropepimut-S is a DPX-based therapeutic cancer vaccine targeting the tumor associated protein survivin. When administered alone or in combination with other agents, MVP-S is designed to incite durable clinical benefit in patients with hematologic or solid tumors as a result of a robust, persistent immune response to the cancer antigen, survivin. Survivin is overexpressed in most solid and hematologic tumors but rarely found in normal adult tissues. In our clinical studies, over 300 patients have been dosed with MVP-S and the treatment is generally well-tolerated with only mild to moderate site injection reactions reported as the primary adverse event. Treatment is administered in very low doses approximately once every two months, which is designed to drive a persistent immune attack. Clinical data supports the therapeutic potential of MVP-S in human cancers and also suggests that the anti-tumor activity of MVP-S in some tumor types may be further enhanced through combination with other immune modulators and/or anti-cancer drugs. Ongoing clinical studies are evaluating MVP-S alone and in combination with low-dose CPA and/or Merck’s pembrolizumab (KEYTRUDA®) in patients with treatment- refractory cancers like DLBCL and ovarian cancer. MVP-S is also being evaluated in earlier-stage trials in a neoadjuvant setting in NMIBC and breast cancer. OUR DPX® DELIVERY PLATFORM PROVIDES UNIQUE ADVANTAGES Our DPX technology is a unique and patented delivery platform that can incorporate a range of bioactive molecules and is designed to produce targeted, long-lasting immune responses enabled by various formulated components. 40 DPX has a differentiated mechanism of action that educates a coordinated immune response. DPX is a versatile technology for delivery of single or multiple bioactive molecules, including peptides, whole proteins, RNA, DNA, small molecules, and virus-like particles (“VLPs”). We believe that our DPX technology is unique and differentiated from prior, generally unsuccessful cancer vaccine technologies. These prior cancer vaccine efforts were focused on delivering specific cancer antigens in an aqueous or emulsion-based formulation, often requiring co-administration of additional immune stimuli. These historical approaches largely failed to elicit a sufficiently robust, persistent immune response as the antigens packaged in these formulations often leached into surrounding tissue. As a consequence, in these aqueous or emulsion-based formulations, the immune-educating information (i.e. antigens and immune stimuli) interacted inappropriately with both non- immune and immune cells, often even repressing the intended immune responsiveness. Current research suggests1 that an effective cancer vaccine strategy would direct immune-educating cargo specifically into an immune cell subset known as APCs. Recent scientific literature also suggests that the ideal cancer vaccine would provide additional immune stimuli in a single formulation (rather than by co-administration) to activate these APCs to ensure that any given APC would consume and process all of the needed information at once and take that information to the regional, draining lymph nodes where immune responses are typically instigated. IMV’s DPX technology utilizes a novel lipid-in-oil formulation designed to package a wide variety of immune educating cargo into a singular formulation that maintains antigens at the site of injection for prolonged interaction with the immune system. DPX does not leach cargo into surrounding tissues but, rather, directs uptake specifically by APCs, which then traffic the cargo to regional lymph nodes to drive robust and persistent immune responses. In this manner, IMV’s DPX technology is designed to promote a more physiologically effective flow of information through the immune system and, consequently, a more robust immune response than can be elicited by the same antigens packaged in a conventional emulsion. In clinical trials, DPX-based immunotherapy candidates (administered alone and in combination with other agents) have achieved robust, sustained immune responses with infrequent, low-volume injections that have been well tolerated (most commonly Grade 1 or 2 injection site reactions). In the clinic, our lead therapeutic candidate, MVP-S, has been shown to elicit an increase in both T and B cell infiltration into tumors. Results from clinical/translational studies and preclinical models suggesting a distinct role for NK cells, in addition to the previously recognized role for T and B cells, in DPX-mediated immunotherapeutic anti-tumor activity. The poster presented at AACR 2022 is available for viewing on our website2. 1 Sellars et al., 2022; Saxsena et al, 2021 2 https://www.imv-inc.com/the-dpx-platform/scientific-publications-posters. The information contained on or that can be accessed through the Corporation’s website is not a part of or incorporated by reference in this document. 41 We believe our non-aqueous, lipid-in-oil based DPX technology can confer numerous practical advantages, including utilizing fully synthetic excipients in manufacturing as well as the ability to incorporate both hydrophilic and hydrophobic molecules (e.g. antigens and immune stimuli), enabling long-term shelf stability and subcutaneous administration in an outpatient office setting. OUR BUSINESS STRATEGY Cancer is considered one of the most widespread and prevalent diseases globally. According to the 2022 Cancer Facts & Figures released by the American Cancer Society, it is predicted that the global cancer burden will rise to 28 million and the number of cancer deaths to 16.2 million by 2040, solely due to the growth of the aging population. Conventional cancer treatment involves surgery to remove the tumor whenever possible, as well as chemotherapy and radiation. Chemotherapies are widely used, despite their associated toxicities, because they interfere with the ability of cancer cells to proliferate. However, studies have shown that older patients often receive little or no treatment because the benefit of prolonged survival does not outweigh potential adverse effects or the negative impact on quality of life. Also, in all groups of patients, tumors often develop resistance to chemotherapies, thus limiting their efficacy in preventing tumor recurrence. Despite recent advances in some cancer indications, independent sources3 note a high unmet medical need in cancer therapy, noting the median survival rate remains poor. Even though the immune system can prevent or slow cancer growth, cancer cells have numerous mechanisms to evade immune detection and destruction. Cancer immunotherapy is a type of treatment that is designed to activate and leverage a patient’s own immune system to control and eradicate cancer cells. The National Cancer Institute describes several types of immunotherapies, including Immune Checkpoint Inhibitors (“CPIs”) like Merck’s pembrolizumab (KEYTRUDA®), activated T-cell transfer therapies, monoclonal antibodies, treatment vaccines and immune modulators. Although immunotherapy has revolutionized cancer treatment in the last decade, these treatments provide benefit only to a minority of patients and can cause serious side effects, including organ-specific and systemic 3 Cancer Facts and Figures 2022. American Cancer Society 42 inflammation. Unfortunately, even patients who initially respond to immunotherapy may relapse and succumb to their disease. The targeted nature of therapeutic vaccination as a treatment for cancer has led to significant investment in this field, however previous efforts in this space have failed to generate clinical benefit. To overcome these clinical failures, the field has focussed on improving the quality of the therapeutic. Many companies have focussed AI and large data investment to improve the probability of success of peptide and mRNA technologies. However, the gap between promising biology and therapeutic benefit remains unclosed. Recent evidence4 suggests it is not the quality of the therapeutic that limits clinical success, but rather the way in which the therapeutic is delivered. Traditionally, cancer vaccines have been emulsified in either an aqueous solution or lipid emulsion. The presumption being that a satisfactory presentation of the target would be enough to generate clinical benefit. As numerous clinical trials have confirmed, this assumption has led to clinical failure. The DPX platform is amongst a set of competitive technologies attempting to bridge the gap to clinical success through targeted delivery. To our knowledge, there is currently only one FDA approved cancer vaccine, Dendreon’s Provenge (sipuleucel-T) for the treatment of prostate cancer. We are leveraging the unique mechanism of action of the DPX platform to create novel immune-educating cancer vaccines, which are designed to induce an immune response that mimics the natural flow of antigens through the immune system. Through the expertise of our teams, the quality of our science and emerging strategic partnerships, our mission is to push the boundaries of our novel immunotherapeutic platform to offer better treatments for patients with solid or hematological cancers. The favorable safety outcomes shown by our lead product candidate, MVP-S, in clinical trials to date encourage us to seek opportunities for combination with other immunotherapies to induce a synergistic activation of a patient’s immune systems against cancer. We are exploring a variety of avenues, including co-development through potential collaborations, strategic partnerships or other transactions with third parties to continue developing new DPX-based immunotherapies. We are also evaluating potential licensing opportunities for our programs outside of immuno-oncology and for other applications of the DPX technology. We may seek additional equity and non-dilutive funding to advance the development of our immune-oncology product candidates and potential new programs. 4 MC Sellar et al. Cancer Vaccines: Building a bridge over troubled waters. Cell 2022 Jul 21: 185(15):2770-2788 - doi: 10.1016/j.cell.2022.06.035. 43 A FOCUS ON IMMUNO-ONCOLOGY IMV owns or is the exclusive licensee of all DPX-based products. Results of research with DPX-based immunotherapies have shown robust and sustained antigen-specific T-cell activity in preclinical tumor models and in humans with advanced cancers. Notably, preclinical and early clinical research indicates that DPX-based immunotherapies can also enlist other immune cell types, including B cells, and NK cells, in the anti-cancer response. IMV’s immune-educating therapies are well tolerated and can readily be combined with other immunotherapeutic approaches, including CPIs. OUR DPX®-BASED IMMUNOTHERAPIES Our Lead Cancer Immunotherapy Candidate: Maveropepimut-S MVP-S is our first DPX-based therapeutic cancer vaccine candidate and is designed to instigate a specific immune response to survivin, a protein commonly overexpressed in many advanced cancers. MVP-S is comprised of five distinct peptides from the survivin protein, a peptide to activate CD4 T “helper” cells (A16L), and an activator of innate immune cells (polydIdC). Together, these components are designed to elicit a robust, persistent induction of survivin-specific CD8 “killer” T cells that patrol the body to seek out and specifically eradicate survivin-expressing cancer cells. Survivin is a well-known tumor-associated antigen and is overexpressed in most solid and liquid tumors, but rarely in normal, terminally differentiated, adult tissues. Survivin supports tumor growth and metastasis by protecting tumor cells from apoptosis conferring resistance to chemotherapy and radiotherapy. Survivin expression is correlated with tumor aggressiveness and poor prognosis in multiple cancers5. MVP-S has been shown to enhance survivin-specific immune responses in preclinical mouse models when compared with these same survivin-specific peptides administered in an emulsion-based formulation. In the clinic, MVP-S has shown promising clinical activity in different cancer indications whereas Lennerz et al. (2014) described that these same survivin peptides formulated in a conventional emulsion demonstrated limited clinical benefit with no objective responses. These results were presented at the last AACR- NCI-EORTC meeting in September 2021. The presentation is available for viewing on our website6. Ongoing clinical programs are evaluating MVP-S alone and in combination with intermittent, low dose cyclophosphamide and anti-cancer drugs in patients with advanced DLBCL, ovarian cancer, breast cancer, and other 5 Virrey JJ et al. Increased survivin expression confers chemoresistance to tumor-associated endothelial cells. The American journal of pathology. 2008;173(2):575-585. 6 https://www.imv-inc.com/the-dpx-platform/scientific-publications-posters. The information contained on, or that can be accessed through the Corporation’s website is not a part of or incorporated by reference in this document. 44 solid tumors. Treatment is administered subcutaneously in very low doses approximately once every two months, which is designed to drive a persistent immune attack, while limiting toxicity. In certain clinical trials, IMV is exploring the activity of MVP-S, with and without intermittent oral, low-dose CPA used as an immune-modulator. Conventional chemotherapeutic drugs are traditionally used for their cytotoxic effect on tumors, but CPA can also be used at lower doses to potentiate the activity of other immunotherapies without inducing significant cytotoxicity. Several studies have demonstrated that low-dose regimens of CPA can have multiple beneficial effects for T cell therapies, including reduced T regulatory cell numbers and increased effector T cells (Hugues et al, Immunology. 2018). In phase 1 clinical studies, IMV has demonstrated that patients receiving intermittent low-dose oral CPA and MVP-S show increased polyfunctional, survivin-specific T cells when compared to patients treated only with MVP-S (Weir et Al, AACR, 2016). Orphan Drug Status The Corporation announced, in November 2016, that the EMA had granted orphan drug designation status to IMV’s MVP-S in ovarian cancer. In July 2015, the FDA also granted orphan drug status to MVP-S for the treatment of ovarian cancer. This designation is valid for all applications of MVP-S in ovarian cancer without restriction to a specific stage of disease. Clinical programs with MVP-S The clinical development of our lead compound, MVP-S, is focused on exploring its therapeutic potential in stage-gated clinical trials, with the goal of advancing MVP-S toward registration trials based on observed clinical signals in each stage. DLBCL – VITALIZE phase 2b clinical trial (IMV-sponsored) According to GlobalData: DLBCL, Competitive Landscape 2021, Diffuse Large B Cell Lymphoma is the most common and aggressive form of Non-Hodgkin Lymphoma (“NHL”) accounting for 30%-40% of all cases of adult NHL. With 27,000 new DLBCL cases per year in the United States, this blood cancer represents a high unmet medical need. Patients with aggressive NHLs such as DLBCL can generally expect low median survival rates (median overall survival is 4.4 months for patients who fail salvage regimens). The prognosis of patients with r/r DLBCL is poor, and clinical, economic, and logistical barriers limit access to potentially curative therapies. Only about 50% of r/r DLBCL patients respond to salvage chemotherapy and are thus eligible for autologous stem cell transplant (“ASCT”) in the 2nd line setting7. Utilization of CAR T-cell therapies is limited by high cost, payer denials, cumbersome logistics, toxicity, and patient proximity to a specialized center8 and is only available to patients in certain countries. While new therapy options in the relapsed/refractory setting are becoming available for patients with DLBCL, there remains an unmet need for these patients in later lines of therapy, with 60% or less of third-line eligible patients initiated systemic treatments in both the US and Western Europe10. Survivin overexpression is common in DLBCL and is associated with advanced clinical stage, high-risk International Prognostic Index scores, bone marrow involvement, and short overall survival, suggesting that immunotherapy incorporating MVP-S may be appropriate in DLBCL9. In our clinical trials, we evaluate r/r DLBCL patients who have received at least two prior lines of systemic therapy and who are ineligible or have failed ASCT or CAR-T therapy. Based on 2024 projections from the 2019 Data Monitor 7 Vardhana SA et al. Outcomes of primary refractory diffuse large B-cell lymphoma (DLBCL) treated with salvage chemotherapy and intention to transplant in the rituximab era. British journal of haematology. 2017;176(4):591-599. 8 Gajra A. et al. Perceptions of community hematologists/oncologists on barriers to chimeric antigen receptor T-cell therapy for the treatment of diffuse large B-cell lymphoma. Immunotherapy. 2020;12(10):725-732. 9 Zhang Y, Wang J, Sui X, et al. Prognostic and Clinicopathological Value of Survivin in Diffuse Large B-cell Lymphoma: A Meta-Analysis. Medicine. 2015;94(36):e1432. 45 Syndicated Report, it is estimated that there are 9,500 patients in the US eligible for a third line of treatment or who are not eligible for stem cell transplantation or cell therapy. The now completed SPiReL phase 2 study evaluated a combination of MVP-S with pembrolizumab (KEYTRUDA®10) and intermittent, low-dose CPA in r/r DLBCL (ClinicalTrials.gov Identifier: NCT03349450). The treatment regimen was well-tolerated (population median age: 75 years) and demonstrated encouraging clinical outcomes, particularly in patients whose tumors express the PD-L1 biomarker. Among the 8 patients with tumor PD-L1 expression, the ORR based on Cheson criteria was 75% (compared with PD-L1-negative patients [n=11], 0%) suggesting that PD-L1 positivity may identify patients most likely to respond to this combination immunotherapy candidate. Presence of immune cells observed in the tumor before and during treatment was associated with tumor response. Survivin-specific T cells responses were observed during treatment and also associated with tumor response. More details can be found on the Scientific Publications & Posters section of our website (SITC November 2020 and ASH December 2020) for presentations given by Dr. Neil Berinstein, Hematologist/Oncologist at the Sunnybrook Health Science Center in Toronto and principal investigator of the SPiReL study. In mid 2021, to further evaluate the results observed in the SPiReL study, we initiated the VITALIZE study, a company-sponsored, multi-centre phase 2b trial in patients with r/r DLBCL. The VITALIZE phase 2b trial is an open-label, randomized, parallel group, Simon two-stage study designed to assess the combination of MVP-S and pembrolizumab with (arm 1) or without intermittent, low-dose CPA (arm 2). In the first stage of this study, our lead compound is being evaluated in up to 30 subjects (two arms of 15), with r/r DLBCL who have received at least two prior lines of systemic therapy and who are ineligible or have failed ASCT or CAR-T therapy (ClinicalTrials.gov Identifier: NCT04920617). The primary endpoint is ORR, centrally evaluated per Lugano (2014) and measured by the number of subjects per arm achieving a best response of partial or complete response during the 2-year treatment period. All subjects will be evaluated for their baseline PD-L1 expression with the goal to further evaluate the SPiReL data that highlighted PD-L1 as a possible predictive biomarker for the combination therapy. Dr. Matthew J. Matasar, Chief of Blood Disorders at the Rutgers Cancer Institute of New Jersey, and formerly Section Head for Aggressive B-cell Lymphoma at Memorial Sloan Kettering Cancer Center, is the lead principal investigator of the VITALIZE study. In January 2022, we announced that a first patient in the VITALIZE phase 2B clinical trial with r/r DLBCL received treatment with MVP-S in combination with pembrolizumab (KEYTRUDA®) and low dose intermittent CPA. Exploratory endpoints include cell mediated immune response, tumor immune cell infiltration, and biomarker analyses. Key initial findings announced in February 2023 from the ongoing VITALIZE trial included: ● 8 Patients with an ECOG11 score of 0-1 have been enrolled in arm 1 of the study. Of these, 6 have so far been evaluable for efficacy; ● Of these 6 evaluable patients, 3 patients showed confirmed CRs, 1 patient was assessed with stable disease as best response and 2 patients were assessed with progressive disease as best response; and ● 2 patients with poor level of baseline functionality (ECOG ≥ 2) failed to stay on study through to the first scan and therefore could not be evaluated. 10 KEYTRUDA® is a registered trademark of Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ, USA. Pembrolizumab is a highly selective humanized monoclonal IgG4 antibody directed against the PD-1 receptor on the cell surface. The drug blocks the PD-1 receptor, preventing binding and activation of PD- L1 and PD-L2. This mechanism causes the activation of T-cell mediated immune responses against tumor cells, which is complementary to MVP-S’ mechanism of action. 11 ECOG is a measure of patient functionality and is measured according to a standardized measure ranging from 0-5. Oken et al., Toxicity and response criteria of the Eastern Cooperative Oncology Group. Am J Clin Oncol. 1982 Dec;5(6):649-655. PMID: 7165009 46 Enrollment of the full stage one is expected to be complete in Q2 2023 and we will communicate the totality of response rate for stage one when the data are available for definitive assessment. During the year ended December 31, 2022, IMV has spent $5.9 million related to this phase 2b study, compared to a forecast of $6 million. We anticipate that, in addition to general clinical department expenses, which are distributed amongst the various clinical projects, the costs to complete the first stage of this trial (up to 30 patients) are now estimated at $12-14 million due to an increase in clinical research organization fees associated with expansion into additional countries in order to accelerate enrollment. We anticipate $5-6 million is estimated to be spent on this study in 2023. Ovarian Cancer – AVALON phase 2B in patients with platinum-resistant ovarian cancer (IMV-sponsored) Globally, ovarian cancer is the seventh most diagnosed cancer among women and a leading cause of mortality among all gynecological cancers (Global Data: Ovarian Cancer Opportunity Analysis and Forecast to 2028). According to Globocan 2021, on a worldwide basis, 314,000 women are diagnosed and there are 207,000 ovarian cancer related deaths each year with a median age of 63 at diagnosis. Almost all patients eventually become resistant to platinum-based therapy and 70% of patients relapse within three years. The standard of care for recurrent platinum resistant ovarian cancer is single agent chemotherapy (doxorubicin, paclitaxel or topotecan). These treatments have a 10-12% objective response rate, a three-to-four-month median progression free survival and a median overall survival of 10-12 months. Accordingly, the overall prognosis for ovarian cancer still remains poor with multiple areas of high unmet need. It should be noted that the first antibody drug conjugate to treat a sub population of platinum resistant ovarian cancer patients received FDA approval under accelerated approval in November 2022. To our knowledge, there have been no other new therapies approved by the FDA for this indication since 2014 and there are no approved immunotherapies for ovarian cancer. Survivin is overexpressed in about 50% of stage I/II and up to 100% of stage III/IV ovarian cancers but is not expressed in normal ovarian tissue. Survivin positivity increases with histological Grade (Grade 1/2, 50% vs Grade 3, 76%) and is associated with reduced overall survival12. In 2021, we completed the DeCidE1 phase 2 trial which evaluated safety and effectiveness of MVP-S, with intermittent, low-dose CPA. This trial enrolled patients with advanced, platinum-sensitive, resistant and refractory ovarian cancer. 12 patients had received 3 or more lines of prior therapy. In this trial, we observed a median overall survival of 19.3 months (intent to treat population), with a 45% overall survival rate at 23.8 months. Favourable long-term clinical outcomes were evident in patients with platinum-sensitive, resistant and refractory disease. Survivin-specific T-cell responses were observed in 87% of patients. Translational analyses revealed an increase from baseline in unique, survivin-specific T-cell clones in on-treatment tumor samples. Pre-treatment T-cell infiltration was associated with tumor regression. Enriched B-cell infiltration was also detected in on-treatment tumor samples, especially in patients who showed tumor reduction. Furthermore, antibodies to all 5 survivin-derived peptides were detected in plasma samples and were more prominent in patients with tumor shrinkage. Treatment with MVP-S and low-dose CPA was well-tolerated. Consistent with previous studies, treatment-related AEs were common in DeCidE1 and were predominantly Grade 1/2 injection site reactions. The most common treatment-related systemic AE was Grade 1 fatigue. In mid-2022, we initiated the AVALON phase 2b study to further evaluate the favourable clinical outcomes observed in the DeCidE1 trial. The AVALON study is an open label, company-sponsored phase 2b, single arm trial evaluating the efficacy and safety of MVP-S and intermittent low-dose CPA in patients with platinum-resistant ovarian cancer. The study is a Simon two-stage design where up to 41 subjects will be evaluated in stage one, with the option to expand to up to a total of 73 patients in stage two. Patients participating in the trial will receive two doses of subcutaneous MVP-S at study days 7 and 28, followed by an MVP-S dose once every eight weeks, plus low-dose oral CPA on a repeating cycle of one week on/one week off. (ClinicalTrials.gov Identifier: NCT05243524). The primary 12 Gąsowska-Bajger B, Gąsowska-Bodnar A, Knapp P, Bodnar L. Prognostic Significance of Survivin Expression in Patients with Ovarian Carcinoma: A Meta-Analysis. Journal of clinical medicine. 2021;10(4). 47 endpoint is ORR, evaluated per RECIST v1.1 criteria. Secondary outcome measures include ORR per iRECIST criteria, duration of response, disease control rate, time to progression, PFS, overall survival and safety exploratory endpoints include analyses of PBMC/plasma samples and biopsies. In August 2022, we announced that the first patient was dosed with MVP-S in this study. We expect the completion of stage 1 enrollment during Q3 2023. Oliver Dorigo, M.D., Ph.D., Director and Associate Professor of Obstetrics and Gynecology, Stanford University is the lead principal investigator of the AVALON study. In addition to general clinical department expenses, which are distributed amongst the various clinical projects, the total cost to complete the first stage of the AVALON phase 2b ovarian study is now estimated at $5-6 million as a result of expansion of the trial into additional countries. During the year ended December 31, 2022, IMV has spent $0.7 million related to the AVALON trial. Phase 2 basket trial in multiple solid tumor indications (IMV-sponsored) In December 2021, IMV announced the completion of enrollment in the phase 2 basket trial in collaboration with Merck. This study was designed to identify and select the best solid tumor opportunities for the combination of IMV’s MVP-S/CPA with Merck’s anti PD-1 checkpoint inhibitor pembrolizumab (KEYTRUDA®). The basket study was an open-label, multi-center study to evaluate the safety and efficacy of the immunotherapeutic combination in patients with bladder, liver (hepatocellular carcinoma), ovarian, or non-small cell lung cancers, as well as tumors shown to be positive for the MSI-H biomarker. Recruitment in the five indications followed a Simon two-stage design and each indication had prespecified success thresholds defined by the expected effect of pembrolizumab (KEYTRUDA®) as a monotherapy agent in that indication. Though favourable clinical outcomes were observed across all tumor cohorts, data from the metastatic bladder cohort were most pronounced. Complete responses, partial responses, and stable disease outcomes were observed in advanced or metastatic bladder cancer patients, including in patients who had received prior immune checkpoint inhibitor therapy. In April 2022, in a mini-symposium at the annual meeting of the AACR, Dr. Jeremy Graff presented results from the seventeen stage 1 patients with advanced, metastatic bladder cancer. Patients had received a median of two prior lines of therapy and were treated with the combination of MVP-S, intermittent, low-dose CPA and pembrolizumab (KEYTRUDA®). Key findings in this cohort included: Treatment with MVP-S/CPA and pembrolizumab was well tolerated with mostly grade 1-2 injection site reactions, and no severe adverse events attributed to MVP-S; ● Of the 17 treated patients, 5 showed response: 2 confirmed CRs and 3 PRs per RECIST v1.1, ● CRs and PRs were observed in some patients who had progressed through prior immune checkpoint inhibitor therapy and ● Survivin-specific T cells were most evident in patients with the most favourable clinical outcomes. Based on the observed clinical responses in the bladder cohort, the Corporation has conducted discussions with experts in the field to determine the optimal clinical path for MVP-S in bladder cancer and further clinical development is on hold until we secure additional funding, which cannot be assured. During year ended December 31, 2022, IMV spent $2.2 million on the phase 2 basket trial. We anticipate that, in addition to general clinical department expenses, which are distributed amongst the various clinical projects, total costs to complete this trial are estimated at $17 million, of which $16.4 million has been spent to date and a total of $0.6 million is estimated to be spent on remaining close out costs in 2023. 48 Hormone receptor positive/HER2-negative (HR+/HER2-) Breast Cancer (investigator-sponsored) Our lead compound, MVP-S is being investigated in patients with HR+/HER2- breast cancer. HR+/HER2- tumors represent an unmet clinical need with relatively poor responses to neoadjuvant endocrine treatment13. According to the National Cancer Institute, Hormone Receptive (HR+) and HER2 negative (HER2-) is the most common form of breast cancer representing approximately 70% of all cases. Investigators at the Providence Cancer Institute have identified survivin upregulation in patients who do not respond to aromatase treatment. Therefore, targeting survivin with MVP-S in this population may represent a promising therapeutic approach which is being evaluated in this Phase 1B clinical study conducted at the Providence Cancer Institute. This three-arm phase 1b trial is designed to assess the combination of MVP-S plus standard-of-care aromatase inhibitor with/without radiotherapy or intermittent, low-dose CPA prior to surgery. Across the three arms of this study, our lead compound is being evaluated for the first time as a neoadjuvant in 18 subjects with resectable, non-metastatic HR+/HER2- breast cancer. The primary objective is to evaluate the safety and immunogenicity of the neoadjuvant combination of MVP-S with the aromatase inhibitor, with/without radiation, or low-dose CPA in each arm. Survivin-specific T cells in the resected tumor will be evaluated as a secondary objective. Translational studies will be conducted as exploratory analyses to characterize the MVP-S MOA in the tumor and the tumor microenvironment. All intellectual rights from this study will remain the property of the Corporation. Translational data from early patients were recently presented at the SITC 2022 Annual meeting and a trial in progress poster was presented at SABCS in December 2022. Additional results will be provided when available from the investigators. IMV anticipates that, in addition to general clinical department expenses, which are distributed amongst the various clinical projects, $0.6 million is currently estimated to be spent by IMV for our share of the trial, of which $0.2 million has been spent to date in 2022 and $0.3 million expected to be spent in 2023. Ovarian Cancer phase 2 PESCO clinical trial (investigator-sponsored) University Health Network’s (“UHN”) Princess Margaret Cancer Centre is conducting a phase 2 non-randomized, open-label trial designed to evaluate the potential anti-tumor activity of the combination of Merck’s pembrolizumab (KEYTRUDA®), MVP-S and intermittent, low-dose CPA in patients with advanced, epithelial ovarian cancer. The study’s primary objective is to assess overall response rate. Secondary study objectives include progression free survival rate, overall survival rate, and potential side effects, over a five-year period. Results were presented by the investigator on the dose escalation and expansion cohorts at the annual ASCO meeting in June 2022. The Corporation will assess next steps with the UHN based on results provided by the investigators. During the year ended December 31, 2022, IMV has spent $0.09 million on this study, which represents payment of the final milestone due to investigators for this trial. There are no other material costs anticipated for this study. 13 Schettini, Francesco et al. “Endocrine-Based Treatments in Clinically-Relevant Subgroups of Hormone Receptor-Positive/HER2-Negative Metastatic Breast Cancer: Systematic Review and Meta-Analysis.” Cancers vol. 13,6 1458. 22 Mar. 2021. 49 Our Dual-Targeted Cancer Immunotherapy: DPX-SurMAGE Our second immunotherapy candidate, DPX-SurMAGE, is designed to leverage the versatility of the DPX platform to package antigenic peptides for both the survivin and MAGE-A9 cancer proteins in one formulation to elicit immune responses to these two distinct cancer antigens simultaneously. MAGE protein family member, A9 (MAGE- A9), is frequently expressed in various human cancers including bladder, lung, and kidney. MAGE-A9 peptides will be combined with selected immunogenic peptides from the survivin protein (also in MVP-S) to form a dual targeted immune-educating therapy. We believe that targeting MAGE-A9 and survivin peptides presented on the surface of cancer cells may provide a more diverse and effective DPX-based cancer immunotherapy. In 2022, IMV began a phase 1 clinical study to evaluate MVP-S and DPX-SurMAGE in separate cohorts of patients with NMIBC. The first patient was dosed with MVP-S in April 2022 and with DPX-SurMAGE in January 2023. Early results with the MVP-S cohort are expected to be presented during the first half of 2023. Despite the entry of immunotherapy agents into the bladder cancer market, including the promising checkpoint inhibitors, there remains significant unmet need across bladder cancer settings14,15. There are abundant opportunities for drug development for early-stage disease, as well as for patients who do not respond to or relapse following, treatment with an immune checkpoint inhibitor. Bladder cancer is a common cancer worldwide that occurs when there is uncontrolled cell growth in the bladder lining, most commonly in urothelial cells (Antoni et al., 2017; ASCO, 2019). This research is conducted in collaboration with CQDM, a Canadian bioresearch consortium, that awarded a grant for a collaboration among IMV, Centre de recherche du CHU de Quebec-Universite Laval and La Fondation du CHU de Quebec (“FCHUQc”). The collaboration is receiving a grant from the CQDM and from the FCHUQc, to develop this novel dual target T cell therapy for an initial clinical application in bladder cancer. During the year ended December 31, 2022, IMV spent $1.4 million on the DPX- SurMAGE and MVP-S NMIBC studies. We anticipate that, in addition to general clinical department expenses, which are distributed amongst the various projects, IMV’s share of total costs to complete this trial is now estimated at $2.1 million due to extension of the collaboration with CQDM and FCHUQc, of which $1.9 million has been spent to date and the remaining $0.2 million is estimated to be spent in 2023. Other collaborations in oncology From time to time, IMV enters into collaborations with partners to evaluate the use of the DPX platform with other products in oncology. COVID-19 Impact on Clinical Programs The COVID-19 pandemic crisis impacted clinical activities across the industry which is continuing due to the pressure placed on the healthcare systems as well as governmental and institutional restrictions. IMV’s clinical team continues to work closely with each clinical site and its CROs on contingency plans to ensure that patient safety and the integrity of data is maintained. IMV is following the guidance issued by the FDA: “FDA Guidance on Conduct of Clinical Trials of Medical Products during COVID-19 Pandemic Guidance for Industry, Investigators, and Institutional Review 14 Fisher et al. Treatment patterns and outcomes in metastatic bladder cancer in community oncology settings. J Clin Oncol. 2017;35, no. 6_suppl:396-396 15 Campi et al. Unmet Clinical Needs and Future Perspectives in Non–muscle-invasive Bladder Cancer. Eur Urol Focus. 2018:4:472-480. 50 Boards”. Additionally, the IMV team continues to monitor updated institutional, regional and national guidance to fully comply with applicable guidelines as they are issued. It is noted that many clinical sites are experiencing staffing shortages and as a result, have decreased clinical trial activities, while other, less impacted sites, have continued activities as planned. Patients are encouraged to comply with directives from public health officials and, subject to such compliance, attend visits as planned or to discuss alternatives with their physician. The current activities performed at central labs to assess the eligibility of patients and the management of clinical samples has not been impacted to date, and IMV is working with its vendors to ensure continuity of activities. Drug supply has not been impacted to date and IMV has been developing contingency plans to address supply of drugs to all clinical sites in the event of future transportation or other constraints. EXPLORING THE BOUNDARIES OF OUR DPX PLATFORM We leveraged the unique mechanism of action of our DPX delivery platform to create peptide vaccine candidates that are designed to generate a sustained and targeted B cell immune response (antibodies) with the potential to prevent infections by viruses. We have previously demonstrated the flexibility of DPX through the development of two DPX-based vaccine candidates against infectious diseases, DPX-RSV and DPX-COVID-19, that have shown generation of a targeted and sustained B cell response in a phase 1 trial and preclinical studies, respectively. We are continuously exploring the boundaries of our DPX delivery platform, and we are testing different bioactive molecules beyond peptide antigens. These collaborations are exploratory in nature and the Corporation expects to disclose evaluations or other results only when those are made available to IMV by each of its collaborators. In 2021, we entered into a collaboration with Medicago Inc., a biopharmaceutical company that developed VLPs against infectious diseases. The collaboration evaluated Medicago’s VLPs encapsulated in IMV’s DPX technology and reflected IMV’s strategic shift in focus to seek licensing opportunities for its DPX platform in indications outside of immuno-oncology. On February 3, 2023, The Mitsubishi Chemical Group announced its decision to cease all its operations at Medicago in Canada and the United States, terminating this ongoing collaboration as a result. Intellectual Property The Corporation strives to protect its intellectual property in established and emerging markets around the world. The Corporation’s intellectual property portfolio relating to its vaccine platform technology includes 22 patent families containing 66 issued patents and 77 pending patent applications in 12 jurisdictions (including applications filed and/or patents granted in the United States, Europe, Canada, Australia, Japan, India, Israel, Singapore, Brazil, Taiwan, China and separately Hong Kong). The Corporation’s patents and applications cover specific DPX® compositions with broad utility for infectious diseases and cancer applications, as well as methods of manufacture and other applications of the platform technology. These patents, together with the pending applications if allowed, extend patent protection for some or all DPX®-based compositions and/or uses thereof approximately up to the year 2041. The Corporation has a licensing agreement with Vlaams Instituut voor Biotechnologie (VIB) in relation to patents for a Respiratory Syncytial Virus Vaccine (PCT/EP2011/070161). Patents from this family have issued in the United States, Europe, Australia, Japan, and China, and applications remain pending in Canada and the United States. The licensing agreement stipulates that the Corporation will assume the cost of prosecuting and maintaining the fees associated with the patent applications and issued patents. These patents provide protection for an RSV vaccine formulated in DPX®, thereby extending protection for DPX®-based vaccines. The Corporation has a licensing agreement with Merck KGaA in relation to patents for survivin peptides and vaccines (PCT/DK/2004/000062; PCT/DK2006/000061). Patents from these families have issued in the United States, Europe, Canada, Australia, New Zealand, Japan, Brazil, Mexico, Russia, Eurasia, Korea, South Africa, China and separately Hong Kong. These patents provide protection for a survivin vaccine formulated in DPX®, thereby extending patent protection for DPX®-based vaccines. Trademark protection for the platform name DPX® has been registered in the United States and Canada. 51 Manufacturing and Scalability The Corporation has developed and implemented GMP (Good Manufacturing Practices) manufacturing process for MVP-S and DPX-SurMAGE. The scale-up methods have been transferred to, and manufacturing has been contracted out to reputable CDMOs to manufacture sterile products for clinical purposes. Facilities The Corporation’s laboratory and head office is located at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia where the Corporation is currently renting premises of approximately 14,941 sq. ft. The Corporation is also renting administrative offices in Cambridge of approximately 3,400 sq. ft. located at 10 Rogers Street, Suite 120 and 121, Cambridge MA and in Quebec City located at 2875 Boulevard Laurier, Suite 220, Quebec. United States Government Regulation In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act (“FDCA”), and its implementing regulations, and biologics under the FDCA and the Public Health Service Act (“PHSA”), and its implementing regulations. FDA approval is required before any new unapproved drug or biologic or dosage form, including a new use of a previously approved drug, can be marketed in the United States. Drugs and biologics are also subject to other federal, state, and local statutes and regulations. If we fail to comply with applicable FDA or other requirements at any time during the product development process, clinical testing, the approval process or after approval, we may become subject to administrative or judicial sanctions. These sanctions could include the FDA’s refusal to approve pending applications, license suspension or revocation, withdrawal of an approval, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, civil monetary penalties or criminal prosecution. Any FDA enforcement action could have a material adverse effect on IMV. The process required by the FDA before product candidates may be marketed in the United States generally involves the following: ● completion of extensive preclinical laboratory tests and preclinical animal studies, all performed in accordance with the Good Laboratory Practices (“GLP”) regulations; ● completion of extensive chemistry, manufacturing and control to produce drug or biologic in accordance with current Good Manufacturing Practices (“cGMP”); ● submission to the FDA of an IND, which must become effective before human clinical trials may begin and must be updated annually; ● approval by an independent institutional review board (“IRB”) or ethics committee representing each clinical site before each clinical trial may be initiated; ● performance of adequate and well-controlled human clinical trials to establish the safety and efficacy of the product candidate for each proposed indication; ● preparation of and submission to the FDA of a new drug application (“NDA”) or biologics license application (“BLA”) after completion of all pivotal clinical trials; ● potential review of the product application by an FDA advisory committee, where appropriate and if applicable; ● a determination by the FDA within 60 days of its receipt of an NDA or BLA to file the application for review; ● satisfactory completion of an FDA pre-approval inspection of the manufacturing facilities where the proposed product is produced to assess compliance with cGMP; ● a potential FDA audit of the preclinical research and clinical trial sites that generated the data in support of the NDA or BLA; and 52 ● FDA review and approval of an NDA or BLA prior to any commercial marketing or sale of the product in the United States The preclinical research, including production of cGMP material, clinical testing and approval process require substantial time, effort, and financial resources, and IMV cannot be certain that any approvals for IMV’s product candidates will be granted on a timely basis, if at all. An IND is a request for authorization from the FDA to administer an investigational new drug or biologic product to humans in clinical trials. The central focus of an IND submission is on the general investigational plan and the protocol(s) for human clinical trials. The IND also includes description of the manufacturing process and testing of the batch, results of animal studies assessing the toxicology, pharmacokinetics, pharmacology, and pharmacodynamic characteristics of the product candidate; and any available human data or literature to support the use of the investigational new drug. An IND must become effective before human clinical trials may begin. An IND will automatically become effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or questions related to the proposed clinical trials. In such a case, the IND may be placed on clinical hold and the IND sponsor and the FDA must resolve any outstanding concerns or questions before clinical trials can begin. Accordingly, submission of an IND may or may not result in the FDA allowing clinical trials to commence. Clinical Trials Clinical trials involve the administration of the investigational new drug to human subjects under the supervision of qualified investigators in accordance with Good Clinical Practices (“GCP”), which include the requirement that all research subjects provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the study, the parameters to be used in monitoring safety, and the efficacy criteria to be evaluated. A protocol for each clinical trial and any subsequent protocol amendments must be submitted to the FDA as part of the IND. Additionally, approval must also be obtained from each clinical trial site’s IRB or ethics committee, before the trials may be initiated, and the IRB or ethics committee must monitor the trial until completed. There are also requirements governing the reporting of ongoing clinical trials and clinical trial results to public registries. The clinical investigation of a drug or biologic is generally divided into three or four phases. Although the phases are usually conducted sequentially, they may overlap or be combined. ● Phase 1. The drug or biologic is introduced into healthy human subjects or subjects with the target disease or condition. These studies are designed to evaluate safety, dosage tolerance, metabolism and pharmacologic actions of the investigational new drug in humans, the side effects associated with increasing doses, and where possible, to gain early evidence on effectiveness. ● Phase 2. The drug or biologic is administered to a limited patient population to evaluate dosage tolerance and optimal dosage, identify possible adverse side effects and safety risks, and preliminarily evaluate efficacy. ● Phase 3. The drug or biologic is administered to an expanded patient population, generally at geographically dispersed clinical trial sites to generate enough data to statistically evaluate dosage, clinical effectiveness and safety, to establish the overall benefit-risk relationship of the investigational new drug product, and to provide an adequate basis for physician labeling. ● Phase 4. In some cases, the FDA may condition approval of an NDA or BLA for a product candidate on the sponsor’s agreement to conduct additional clinical trials after approval. In other cases, a sponsor may voluntarily conduct additional clinical trials after approval to gain more information about the drug or biologic. Such post-approval studies are typically referred to as Phase 4 clinical trials. Clinical trial sponsors must also report to the FDA, within certain timeframes, serious and unexpected adverse reactions, any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator’s brochure, or any findings from other studies or animal testing that suggest a significant risk in humans exposed to the product candidate. The FDA, the IRB or ethics committee, or the clinical trial sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research subjects are being exposed to an unacceptable health risk. Additionally, some clinical trials are overseen by an independent group 53 of qualified experts organized by the clinical trial sponsor, known as a data safety monitoring board or committee. This group provides authorization for whether or not a trial may move forward at designated check points based on access to certain data from the trial. The clinical trial process can take years to complete, and there can be no assurance that the data collected will support FDA approval or licensure of the product candidate. Submission of an NDA or BLA to the FDA Assuming successful completion of all required preclinical studies and clinical testing in accordance with all applicable regulatory requirements, detailed investigational new drug product information is submitted to the FDA in the form of an NDA or BLA requesting approval to market the product candidate for one or more indications. Under federal law, the submission of most NDAs and BLAs is subject to an application user fee. This fee is typically increased annually. Applications for orphan drug products are exempted from the NDA and BLA application user fee, unless the application includes an indication for other than a rare disease or condition. An NDA or BLA must include all relevant data available from pertinent preclinical studies and clinical trials, including negative or ambiguous results as well as positive findings, together with detailed information relating to the product’s chemistry, manufacturing, controls, and proposed labeling, among other things. Data come from company- sponsored clinical trials intended to test the safety and effectiveness of a use of a product, and may also come from a number of alternative sources, including trials initiated by investigators. To support marketing approval, the data submitted must be sufficient in quality and quantity to establish the safety and efficacy of the investigational new drug product to the satisfaction of the FDA. Once an NDA or BLA has been submitted, the FDA’s goal is to review the application within ten months after it accepts the application for filing, or, if the application relates to an unmet medical need in a serious or life-threatening indication, six months after the FDA accepts the application for filing. The review process is often significantly extended by the FDA’s requests for additional information or clarification. Before approving an NDA or BLA, the FDA typically will inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. Additionally, before approving an NDA or BLA, the FDA will typically inspect one or more clinical sites to assure compliance with GCP. The FDA is required to refer an NDA or BLA for a novel drug (in which no active ingredient has been approved in any other application) to an advisory committee or explain why such referral was not made. Typically, an advisory committee is a panel of independent experts, including clinicians and other scientific experts, that reviews, evaluates and provides a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions. FDA’s Decision on an NDA or BLA After the FDA evaluates the NDA or BLA and conducts inspections of manufacturing facilities where the product will be produced, the FDA will issue either an approval letter or a complete response letter (“Complete Response Letter”). An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. A Complete Response Letter indicates that the review cycle of the application is complete and the application is not ready for approval. In order to satisfy deficiencies identified in a Complete Response Letter, additional clinical data and/or additional Phase 3 clinical trial(s), and/or other significant, expensive and time-consuming requirements related to clinical trials, preclinical studies or manufacturing may be required for the product candidate. Even if such additional information is submitted, the FDA may ultimately decide that the NDA or BLA does not satisfy the criteria for approval. The FDA could also approve the NDA or BLA with a risk evaluation and mitigation strategy, plan to mitigate risks, which could include medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. The FDA also may condition approval on, among other things, changes to proposed labeling, development of adequate controls and specifications, or a commitment to conduct one or more post-market studies or clinical trials. Such post-market testing may include Phase 4 clinical trials and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization. New government requirements, including those resulting 54 from new legislation, may be established, or the FDA’s policies may change, which could delay or prevent regulatory approval of IMV’s products under development. Additional Controls for Biologics To help reduce the increased risk of the introduction of adventitious agents, the PHSA emphasizes the importance of manufacturing controls for products whose attributes cannot be precisely defined. The PHSA also provides authority to the FDA to immediately suspend biologics licenses in situations where there exists a danger to public health, to prepare or procure products in the event of shortages and critical public health needs, and to authorize the creation and enforcement of regulations to prevent the introduction or spread of communicable diseases within the United States. After a BLA is approved, the product may also be subject to official lot release as a condition of approval. As part of the manufacturing process, the manufacturer is required to perform certain tests on each lot of the product before it is released for distribution. If the product is subject to official release by the FDA, the manufacturer submits samples of each lot of product to the FDA together with a release protocol showing a summary of the lot manufacturing history and the results of all of the manufacturer’s tests performed on the lot. The FDA may also perform certain confirmatory tests on lots of some products, such as viral vaccines, before allowing the manufacturer to release the lots for distribution. In addition, the FDA conducts laboratory research related to the regulatory standards on the safety, purity, potency, and effectiveness of biological products. As with drugs, after approval of a BLA, biologics manufacturers must address any safety issues that arise, are subject to recalls or a halt in manufacturing, and are subject to periodic inspection after approval. Companion Diagnostics In its August 6, 2014, guidance document entitled “In Vitro Companion Diagnostic Devices,” the FDA defines an “IVD companion diagnostic device” to be an in vitro diagnostic device that provides information that is essential for the safe and effective use of a corresponding therapeutic product. Use of an IVD companion diagnostic device is considered essential when its use is required in the labeling of a therapeutic product, for example, to select appropriate patients for a product or those who should not use the product, or to monitor patients to achieve safety or effectiveness. In most circumstances, the IVD companion diagnostic device should be approved or cleared by FDA under the device authorities of the FDCA contemporaneously with the therapeutic product’s approval under section 505 of the FDCA for a drug or section 351 of the PHSA for a biological product. FDA expects the therapeutic product sponsor to address the need for an approved or cleared IVD companion diagnostic device in its therapeutic product development plan. The therapeutic product sponsor may develop its own IVD companion diagnostic device, partner with a diagnostic device sponsor to develop an IVD companion diagnostic device, or explore modifying an existing IVD diagnostic device to develop a new intended use. The FDA explains if a diagnostic device and a therapeutic device are studied together to support their respective approvals, both products can be studied in the same investigational study that meets both the requirements of the Investigational Device Exemption, regulations and the IND regulations. Orphan Drug Designation Under the Orphan Drug Act, the FDA may grant Orphan Drug Designation (referred to as “ODD”) to a drug or biological product intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing and making a drug or biological product available in the United States for this type of disease or condition will be recovered from sales of the product. ODD must be requested before submitting a BLA. After the FDA grants ODD, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. ODD does not convey any advantage in or shorten the duration of the regulatory review and approval process. If a product that has ODD receives the first FDA approval for the disease or condition for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same biological product for the same indication for seven years, except in limited circumstances, such as not being able to supply the product for patients or showing clinical superiority to the product with orphan exclusivity. 55 Competitors, however, may receive approval of different products for the indication for which the orphan product has exclusivity or obtain approval for the same product but for a different indication for which the orphan product has exclusivity. Orphan product exclusivity also could block the approval of one of our products for seven years if a competitor obtains approval of the same drug or biological product as defined by the FDA or if our product candidate is determined to be contained within the competitor’s product for the same indication or disease. If a drug or biological product designated as an orphan product receives marketing approval for an indication broader than what is designated, it may not be entitled to orphan product exclusivity. Expedited Review and Approval Programs The FDA has various programs, including Fast Track designation, priority review, accelerated approval, and breakthrough therapy designation, that are intended to expedite or simplify the process for the development and FDA review of drug and biological products that are intended for the treatment of serious or life-threatening diseases or conditions and demonstrate the potential to address unmet medical needs. The purpose of these programs is to provide important new drug and biological products to patients earlier than under standard FDA review procedures. To be eligible for a Fast Track designation, the FDA must determine, based on the request of a sponsor, that a drug or biological product is intended to treat a serious or life-threatening disease or condition and demonstrates the potential to address an unmet medical need. The FDA will determine that a product will fill an unmet medical need if it will provide a therapy where none exists or provide a therapy that may be potentially superior to existing therapy based on efficacy or safety factors. In addition to other benefits, such as the ability to have greater interactions with the FDA, the FDA may initiate review of sections of a Fast Track NDA or BLA before the application is complete, a process known as rolling review. The FDA may give a priority review designation, such as a rare pediatric disease designation, to drug or biological products that treat a serious condition and, if approved, would provide a significant improvement in safety or effectiveness. A priority review means that the goal for the FDA to review an application is six months, rather than the standard review of ten months under current PDUFA guidelines. Most products that are eligible for Fast Track designation may also be considered appropriate to receive a priority review. In addition, drug and biological products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval and may be approved on the basis of adequate and well-controlled clinical trials establishing that the drug or biological product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity or prevalence of the condition and the availability or lack of alternative treatments. As a condition of approval, the FDA may require a sponsor of a drug or biological product receiving accelerated approval to perform post-marketing studies to verify and describe the predicted effect on irreversible morbidity or mortality or other clinical endpoint, and the drug or biological product may be subject to accelerated withdrawal procedures. Moreover, under the Food and Drug Administration Safety and Innovation Act enacted in 2012, a sponsor can request designation of a product candidate as a “breakthrough therapy.” A breakthrough therapy is defined as a drug or biological product that is intended, alone or in combination with one or more other drugs, to treat a serious or life- threatening disease or condition, and preliminary clinical evidence indicates that the drug or biological product may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. Drug and biological products designated as breakthrough therapies are also eligible for accelerated approval. The FDA must take certain actions, such as holding timely meetings and providing advice, intended to expedite the development and review of an application for approval of a breakthrough therapy. Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or decides that the time period for FDA review or approval will not be shortened. Furthermore, fast-track designation, priority review, accelerated approval and breakthrough therapy designation, do not change the standards for approval and may not ultimately expedite the development or approval process. 56 Other Healthcare Laws Pharmaceutical manufacturers are subject to additional healthcare laws, regulation, and enforcement by the federal government and by authorities in the states and foreign jurisdictions in which they conduct their business. Such laws include, without limitation, U.S. federal anti-kickback, anti-self-referral, false claims, transparency, including the federal Physician Payments Sunshine Act, consumer fraud, pricing reporting, data privacy, data protection, and security laws and regulations as well as similar foreign laws in the jurisdictions outside the U.S. Similar state and local laws and regulations may also restrict business practices in the pharmaceutical industry, such as state anti-kickback and false claims laws, which may apply to business practices, including but not limited to, research, distribution, sales, and marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers, or by patients themselves; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information; state and local laws which require the tracking of gifts and other remuneration and any transfer of value provided to physicians, other healthcare providers and entities; and state and local laws that require the registration of pharmaceutical sales representatives; and state and local laws governing the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. Healthcare Reform The United States and many foreign jurisdictions have enacted or proposed legislative and regulatory changes affecting the healthcare system, including implementing cost- containment programs to limit the growth of government-paid healthcare costs, including price controls, restrictions on reimbursement and requirements for substitution of generic products for branded prescription products. In recent years, Congress has considered reductions in Medicare reimbursement levels for products administered by physicians. CMS, the agency that administers the Medicare and Medicaid programs, also has authority to revise reimbursement rates and to implement coverage restrictions for some products. Cost reduction initiatives and changes in coverage implemented through legislation or regulation could decrease utilization of and reimbursement for any approved products. While Medicare regulations apply only to drug benefits for Medicare beneficiaries, private payers often follow Medicare coverage policy and payment limitations in setting their own reimbursement rates. Therefore, any reduction in reimbursement that results from federal legislation or regulation may result in a similar reduction in payments from private payers. In the United States, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or collectively the Affordable Care Act substantially changed the way healthcare is financed by both governmental and private insurers, and significantly impacts the pharmaceutical industry. The Affordable Care Act is intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against healthcare fraud and abuse, add new transparency requirements for healthcare and health insurance industries, impose new taxes and fees on pharmaceutical and medical device manufacturers, and impose additional health policy reforms. Among other things, the Affordable Care Act expanded manufacturers’ rebate liability under the Medicaid Drug Rebate Program by increasing the minimum Medicaid rebate for both branded and generic products, expanded the 340B program, and revised the definition of average manufacturer price, or AMP, which could increase the amount of Medicaid rebates manufacturers are required to pay to states. The legislation also extended Medicaid rebates, previously due only on fee- for-service Medicaid utilization, to include the utilization of Medicaid managed care organizations as well and created an alternative rebate formula for certain new formulations of certain existing products that is intended to increase the amount of rebates due on those products. On February 1, 2016, CMS issued final regulations to implement the changes to the Medicaid Drug Rebate program under the Affordable Care Act. These regulations became effective on April 1, 2016. Since that time, there have been significant ongoing efforts to modify or eliminate the Affordable Care Act. The Tax Act, enacted on December 22, 2017, repealed the shared responsibility payment for individuals who fail to maintain minimum essential coverage under section 5000A of the Internal Revenue Code of 1986, as amended, or the Code, commonly referred to as the individual mandate. Other legislative changes have been proposed and adopted since the passage of the Affordable Care Act. The Budget Control Act of 2011, among other things, created the Joint Select Committee on Deficit Reduction to recommend proposals in spending reductions to Congress. The Joint Select Committee did not achieve its targeted deficit reduction of an amount greater than $1.2 trillion for the fiscal years 2012 through 2021, triggering the legislation’s 57 automatic reductions to several government programs. These reductions included aggregate reductions to Medicare payments to healthcare providers of up to 2.0% per fiscal year, which went into effect in April 2013. Subsequent legislation extended the 2% reduction, on average, to 2030 unless additional Congressional action is taken. However, pursuant to the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, the 2% Medicare sequester reductions were suspended from May 1, 2020 through March 31, 2022 due to the COVID-19 pandemic. As of July 2, 2022, the 2% sequester resumed. The sequester will remain in place through 2030. On January 2, 2013, the American Taxpayer Relief Act was signed into law, which, among other things, reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. The Affordable Care Act has also been subject to challenges in the courts. On December 14, 2018, a Texas U.S. District Court Judge ruled that the Affordable Care Act is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. On December 18, 2019, the Fifth Circuit U.S. Court of Appeals held that the individual mandate is unconstitutional and remanded the case to the Texas District Court to reconsider its earlier invalidation of the entire Affordable Care Act. An appeal was taken to the U.S. Supreme Court. On June 17, 2021, the Supreme Court ruled that the plaintiffs lacked standing to challenge the law as they had not alleged personal injury traceable to the allegedly unlawful conduct. As a result, the Supreme Court did not rule on the constitutionality of the ACA or any of its provisions. Further changes to and under the Affordable Care Act remain possible but it is unknown what form any such changes or any law proposed to replace or revise the Affordable Care Act would take, and how or whether it may affect our business in the future. We expect that changes to the Affordable Care Act, the Medicare and Medicaid programs, changes allowing the federal government to directly negotiate prices and changes stemming from other healthcare reform measures, especially with regard to healthcare access, financing or other legislation in individual states, could have a material adverse effect on the healthcare industry. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. We expect that additional federal, state and foreign healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in limited coverage and reimbursement and reduced demand for our products, once approved, or additional pricing pressures. Coverage and Reimbursement Sales of any pharmaceutical product depend, in part, on the extent to which such product will be covered by third-party payors, such as federal, state, and foreign government healthcare programs, commercial insurance, and managed healthcare organizations, and the level of reimbursement for such product by third-party payors. Significant uncertainty exists as to the coverage and reimbursement status of any newly approved product. Decisions regarding the extent of coverage and amount of reimbursement to be provided are made on a plan-by-plan basis. One third-party payor’s decision to cover a particular product does not ensure that other payors will also provide coverage for the product. As a result, the coverage determination process can require manufacturers to provide scientific details, information on cost-effectiveness, and clinical support for the use of a product to each payor separately. This can be a time-consuming process, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance. In addition, third-party payors are increasingly reducing reimbursements for pharmaceutical products and related services. The U.S. government and state legislatures have continued implementing cost-containment programs, including price controls, restrictions on coverage and reimbursement and requirements for substitution of generic products. Third-party payors are increasingly challenging the prices charged, examining the medical necessity and reviewing the cost effectiveness of pharmaceutical products, in addition to questioning their safety and efficacy. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit sales of any product. Decreases in third-party reimbursement 58 for any product or a decision by a third-party payor not to cover a product could reduce physician usage and patient demand for the product. The U.S. Inflation Reduction Act of 2022 contains substantial drug pricing reforms, including the establishment of A drug price negotiation program within the U.S. Department of Health and Human Services that would require manufacturers to charge a negotiated “maximum fair price” for certain selected drugs or pay an excise tax for noncompliance, the establishment of rebate payment requirements on manufacturers of certain drugs payable under Medicare Parts B and D to penalize price increases that outpace inflation, and requires manufacturers to provide discounts on Part D drugs. Substantial penalties can be assessed for noncompliance with the drug pricing provisions in the Inflation Reduction Act of 2022. The Inflation Reduction Act of 2022 could have the effect of reducing the prices we can charge and reimbursement we receive for our product candidates, if approved, thereby reducing our profitability, and could have a material adverse effect on our financial condition, results of operations and growth prospects. The effect of Inflation Reduction Act of 2022 on our business and the pharmaceutical industry in general is not yet known. Comparable Foreign Government Regulation In addition to FDA regulations in the United States, we will be subject to a variety of comparable regulations in other jurisdictions governing, among other things, clinical trials and any commercial sales and distribution of our product candidates, if approved. Whether or not we obtain FDA approval for a product, we must obtain the requisite approvals from regulatory authorities in foreign countries prior to the commencement of clinical trials or marketing of the product in those countries. Some countries outside of the United States have a similar process that requires the submission of a clinical trial application, or CTA, much like the IND prior to the commencement of human clinical trials. In Europe, for example, a CTA must be submitted to each country’s national health authority and an independent ethics committee, much like the FDA and IRB, respectively. Once the CTA is approved in accordance with a country’s requirements, clinical trial development may proceed. To obtain regulatory approval to commercialize a new drug under European Union regulatory systems, we must submit a marketing authorization application, or MAA. The MAA is similar to an NDA or BLA, with the exception of, among other things, country-specific document requirements and environmental impact assessments. Specialized Skill and Knowledge The business of the Corporation requires personnel with specialized skills and knowledge in the fields of basic and applied immunology. Researchers must be able to design and implement studies to assess the efficacy of DPX in generating humoral and cellular immune responses. Specialized knowledge and skills relating to chemistry and formulation process development are also needed. Such knowledge and skills are needed to develop product specific analytical methods and formulation processes. The Corporation has trained scientists with broad experience in these fields. The Corporation has subcontracted out several key functions to conduct the clinical program for its clinical trials. However, the Corporation has internal resources, such as a Chief Scientific Officer; Medical Director; Vice President, Regulatory Affairs; Vice President, Clinical Research; Vice President, Translational Research; Clinical and Regulatory Affairs Manager(s) and Clinical Research Associates and utilizes the services of consultants to ensure proper and timely completion of the required activities. The Corporation also continues to conduct internal proof-of-concept work to support the MOA of DPX and MVP-S and for other potential DPX applications, some of which is anticipated to be done with a partner organization. Scientific and Clinical Advisory Committee The Corporation has retained experienced academic and industry experts to assist its management in dealing with industry-related issues and how these issues may affect the Corporation’s scientific research and product development. Jose Iglesias, M.D. Director, Apex Oncology Consulting Inc. 59 Formerly Chief Medical Officer at Senti Biosciences, Biothera Pharmaceuticals, Bionomics Ltd., Abraxis Bioscience Inc. and as Vice President, Clinical Development at Celgene. Nina Bhardwaj, Ph.D. Director of Immunotherapy at Icahn School of Medicine at Mount Sinai Formerly Professor of Medicine; Director of Tumor Vaccine Program at NYU Langone Medical Center Michael Kalos, Ph.D. Managing Director, Next Pillar Consulting, Formerly Executive VP and Head of R&D, Arsenal Biosciences,VP Immunooncology, Janssen CSO, Immunooncology, Eli Lilly Equipment and components required to conduct activities Standard raw materials, component parts, and products required by the Corporation in pursuing its research and development activities are supplied from reputable companies active in the biotechnology industry. Pricing is predictable as there are many alternatives of such supplies that are readily available. In the event where a custom product is required, such materials are obtained from custom synthesis and/or purification manufacturers which operate in accordance with their respective regulations (ISO). These manufacturers are reputable and have been supplying such materials for the biotechnology/ pharmaceutical industry for a long time. There may be a lead time of weeks/months for such custom materials which is known and anticipated. The Corporation has identified the necessary providers of raw materials and services required for producing clinical grade product for its clinical trial activities. Environmental Protection The Corporation’s discovery and development processes involve the controlled use of hazardous and radioactive materials and, accordingly, the Corporation is subject to federal, provincial and local laws and regulations governing the use, manufacture, storage, handling and disposal of such materials and certain waste products. To the knowledge of the Corporation, compliance with such environmental laws and regulations does not and will not have any significant impact on its capital spending, profits or competitive position within the normal course of its operating activities. There can be no assurance, however, that the Corporation will not be required to incur significant costs to comply with environmental laws and regulations in the future or that its operations, business or assets will not be materially adversely affected by current or future environmental laws or regulations. ITEM 4.C. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The management’s discussion and analysis of the Company for the years ended December 31, 2020, 2021 and 2022 is included in this Annual Report in Exhibit 15.2. ITEM 6.A. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES As at March 15, 2023, as a group, the Corporation’s directors and executive officers beneficially owned, directly or indirectly, or exercised control of over an aggregate of 190,424 Common Shares representing 1.60% of the issued and outstanding Common Shares as at such date. The information as to the number of Common Shares beneficially owned or over which control is exercised, not being within the knowledge of the Corporation, has been obtained from the System for Electronic Disclosure by Insiders (SEDI) and confirmed with each director or executive officer, as the case may be, individually as at March 15, 2023. 60 Directors The following table sets forth the name, province or state and country of residence of each director of the Corporation and states the respective positions and offices held with the Corporation, their principal occupations during the last five years and the periods during which each director has served as a director of the Corporation. Each director will hold office until the next annual meeting of shareholders or until his successor is duly elected, unless prior thereto the director resigns or the director’s office becomes vacant by reason of death or other cause. Name and Municipality of Residence Position Held with the Corporation Principal Occupation during Past Five Years Director Since Michael Bailey(3)(4) (Boston, Massachusetts, United States) Chairman of the Board and Director Chief Executive Officer and Board member of AVEO Oncology November 2020 Shabnam Kazmi(1)(3) (Princeton Junction, New Jersey, United States) Director Chief Executive Officer of Assellus Ventures Chief Business Officer of Shepherd Therapeutics January 2023 Andrew Hall (Gilette, New Jersey, United States) Director, CEO Executive Director, Business Development and Global Alliances, Cellgene January 2022 Michael Kalos(1)(4) (Wayne, Pennsylvania, United States) Director Managing Director, Next Pillar Consulting Executive VP and Head of R&D, Arsenal Biosciences VP Immunooncology, Janssen CSO, Immunooncology, Eli Lilly May 2021 Kyle Kuvalanka(2)(3) (Boston, Massachusetts, United States) Director Chief Financial Officer and Chief Operating Officer of Goldfinch Bio April 2021 Saman Maleki(3)(4) (London, Ontario, Canada) Director Oncology Scientist at Lawson Health Research Institute September 2022 Shermaine Tilley(1)(2) (Toronto, Ontario, Canada) Director Managing Partner of CTI Life Sciences Fund (venture capital fund) June 2016 Markus Warmuth(2)(4) (Boston, Massachusetts, United States Director Chief Executive Officer at Monte Rosa Therapeutics Entrepreneur in residence Third Rock Ventures Chief Executive Officer of H3 Biomedicine November 2018 (1) Member of the Compensation Committee. (2) Member of the Audit Committee. (3) Member of the Corporate Governance Committee (4) Member of the Clinical Committee 61 Biographies Michael Bailey, Chairman of the Board and Director Mr. Bailey has more than 25 years of experience in the pharmaceutical industry. He currently is Chief Executive Officer and Board member of AVEO Oncology which he joined in 2010 as Chief Commercial Officer, subsequently serving as Chief Business Officer and then Chief Executive Officer. He previously held a variety of leadership roles in commercial operations, sales, business development, and strategic planning across numerous biotech and pharmaceutical companies, including ImClone Systems (now Eli Lilly), Genentech, Synta Pharmaceuticals, and Smithkline Beecham. Mr. Bailey holds a Master of Business Administration in International Marketing from the Mendoza College of Business at University of Notre Dame and a Bachelor of Science in Psychology from St. Lawrence University. Shabnam Kazmi, Director Shabnam Kazmi has more than 30 years of experience in the pharmaceutical and biotechnology industries, specializing in oncology. She has served as CEO of Asellus Ventures since January 2022, providing strategic advisory services to early stage oncology companies and investing in innovative healthcare technologies. Previously, Ms. Kazmi was Chief Business Officer at Shepherd Therapeutics, a rare oncology company. She has held positions of increasing responsibility in licensing and business development, commercial operations and global joint venture management at Bristol-Myers Squibb, Sanofi and Otsuka. Ms. Kazmi’s early career includes management consulting and clinical trials management. Ms. Kazmi is an Officer of the Prevent Cancer Foundation and serves on the Executive Committee. Ms. Kazmi holds a Bachelor’s Degree in Biochemistry and Economics from Smith College and an MBA from Harvard Business School. Andrew Hall, Director and Chief Executive Officer Mr. Hall has more than 20 years of executive experience in biopharmaceuticals and life science. Prior to joining IMV, Mr. Hall served as Executive Director, Business Development and Global Alliances for Celgene, leading new product analytics and commercial strategy for the Immunology and Inflammation Division. Preceding this position, Mr. Hall was the Executive Director, Global Women’s Health for Merck and Co. where he was responsible for oversight of the commercial strategy for the Women’s Health franchise. Mr. Hall holds a Master of Science from RMIT University and a Bachelor of Medical Science with Honors from Melbourne University. Dr. Michael Kalos, Director Dr. Kalos has over 25 years of experience in cell therapy, oncology vaccines, and immune-oncology. Dr. Kalos is currently the Managing Director of Next Pillar Consulting, providing advisory services for a number of biopharmaceutical companies as well as international immunotherapy consortia and organizations Prior to this, Michael served as Executive Vice President and Head of R&D at ArsenalBio, a synthetic biology-based cell therapy start-up. Michael has also served as Vice President of Immuno-oncology and Oncology Cell Therapies at Janssen, the pharmaceutical companies of Johnson and Johnson and Chief Scientific Officer of immune-oncology at Eli Lilly and Company. Prior to his career in the biopharmaceutical sector, Dr. Kalos spent 10 years in academia, where he focused on the development of integrated translational biomarker programs to support the development of cell therapy and immunotherapy programs. Dr. Kalos obtained his Ph.D. from the University of Minnesota and completed post-doctoral training in the laboratory of Phil Greenberg at the Fred Hutchinson Cancer Research Center. He has co-authored over 85 peer-reviewed manuscripts, including multiple frequently cited articles in high-impact journals, as well as book chapters in the field of cancer immunotherapy. He also has over 26 issued patents in the fields of cell therapy, immunotherapy, and vaccines. Kyle Kuvalanka, Director Kyle Kuvalanka has over 20 years of experience as a senior leader in the biopharmaceutical industry. Mr. Kuvalanka currently serves as Chief Financial Officer and Chief Operating Officer at Goldfinch Bio, a kidney precision 62 medicines company. Prior to joining Goldfinch Bio, Mr. Kuvalanka advised private biopharmaceutical and portfolio companies of venture capital firms, including Third Rock Ventures, on their corporate and financial strategies. Previously, he served as Chief Operating Officer and Principal Financial and Accounting Officer at Syros Pharmaceuticals (Nasdaq: SYRS) and Chief Business Officer and Principal Financial and Accounting Officer at Blueprint Medicines (Nasdaq; BPMC). Earlier in his career, Mr. Kuvalanka worked in roles of increasing responsibility over twelve years at Millennium: The Takeda Oncology Company, including as Vice President of Business Development and Corporate Strategy. He holds an MBA from the Wharton School of the University of Pennsylvania, and a Bachelor of Arts degree with Honors from Wesleyan University. Dr. Saman Maleki, Director Dr. Maleki is a translational immuno-oncology scientist with over 10 years of experience in immunology, cancer biology, and microbiology. Dr. Maleki is an Assistant Professor in the Departments of Oncology, Pathology and Laboratory Medicine, and Medical Biophysics at Western University. He is also a Translational Immuno-Oncology Scientist at Lawson Health Research Institute and a scientist at the Ontario Institute of Cancer Research. Dr. Maleki holds a Ph.D. from Western University (Canada) and a Master of Science from Isfahan University (Iran). Dr. Shermaine Tilley, Director Dr. Tilley is a Managing Partner at CTI Life Sciences Fund, a Montreal-based venture capital fund investing across Canada as well as in the U.S. Prior to joining CTI Life Sciences Fund in 2006, Dr. Tilley was Senior VP at DRI Capital Inc. (formerly Drug Royalty Corporation), the world’s first private equity firm doing royalty transactions in the biotech/pharma space. Before DRI Capital Inc., Dr. Tilley ran and managed a research laboratory, holding faculty positions at the NYU School of Medicine and Public Health Research Institute (or PHRI), NY, and on the PHRI Board of Directors. Concomitantly with her tenure at NYU School of Medicine and PHRI, she consulted for the National Institute of Health Small Business Innovation Research program in immunology and infectious disease for ten years. Dr. Tilley holds a Ph.D. in biochemistry from the Johns Hopkins University School of Medicine, a Master of Business Administration from the University of Toronto and is a member of the CFA Society of Toronto. She currently sits on the boards of Phemi, Phenomic AI and Toronto Innovation Acceleration Partners (TIAP). Dr. Markus Warmuth, Director Dr. Warmuth brings over 20 years of immune-oncology and precision medicine drug development expertise to IMV. He currently serves as the Chief Executive Officer of Monte Rosa Therapeutics. Prior to joining Monte Rosa, he was an Entrepreneur in Residence at Third Rock Ventures and spent seven years as the Chief Executive Officer of H3 Biomedicine, a biopharmaceutical company that specializes in the discovery and development of genomics-based precision oncology treatments. Dr. Warmuth has also previously served in multiple roles at the Novartis Institute for Biomedical Research (NIBR) and the Genomics Institute of the Novartis Research Foundation (GNF), including as the Director of Kinase Biology, Head of Oncology Pharmacology. He earned his medical degree from Ludwig Maximilian University in Munich, Germany. Executive Officers The following table sets forth the name, province or state and country of residence of the other non-director executive officers: Name and Municipality of Residence Position held with the Corporation Principal Occupation during Past Five Years Brittany Davison (Porters Lake, Nova Scotia, Canada) Chief Accounting Officer Senior Vice President, Finance of IMV Inc. Vice President, Finance of IMV Inc Jeremy Graff (Wesley Chapel, Florida, United States) Chief Scientific Officer Chief Development Officer and Senior Vice President, Research of HiberCell President and Chief Scientific Officer of Biothera Pharmaceuticals, Inc 63 Brittany Davison, Chief Accounting Officer Ms. Davison has over 10 years of financial reporting experience and has provided key financial and operational leadership to IMV since she joined February 2014. Ms. Davison has held increasing roles of responsibility at IMV including Vice President and Senior Vice President of Finance. She is responsible for financial reporting, tax and securities compliance, managing audit and internal control functions, investor relations and IT oversight. Prior to joining the company, she began her career as an audit senior at Grant Thornton. Brittany graduated summa cum laude with a Bachelor of Commerce degree from Saint Mary’s University and is a Chartered Professional Accountant. Jeremy Graff, PhD, Chief Scientific Officer Dr. Graff has over 20 years of experience in preclinical, clinical research and translational analysis for novel immune-activating therapeutics in oncology. Most recently, Dr. Graff served as Chief Development Officer and Senior Vice President, Research at HiberCell, a biotechnology company developing novel therapeutics for cancer relapse and metastasis. Prior to that, he was employed at Biothera Pharmaceuticals serving as President since 2018 and Chief Scientific Officer since 2015. He managed corporate strategy for investor engagement and oversaw the acquisition of Biothera’s lead asset Imprime PGG by HiberCell, Inc in 2020. Prior to joining Biothera, Dr. Graff spent over 16 years at Eli Lilly and Company in roles of increasing responsibility ending his Lilly career as a Research Fellow and Group Leader for oncology patient tailoring. Dr. Graff received a Ph.D. from the University of Kentucky’s Markey Cancer Center and completed a post-doctoral fellowship at the John Hopkins University Oncology Center. He has authored 60 peer-reviewed publications and holds several patents for novel cancer therapeutics. Shareholding, Cease Trade Orders, Bankruptcies, Penalties or Sanctions Except as disclosed below and to the knowledge of the Corporation, none of the current executive officers or directors of the Corporation or shareholders holding a sufficient number of securities of the Corporation to affect materially the control thereof is, or within 10 years before the date hereof, has been: a. a director, chief executive officer or chief financial officer of any corporation (including the Corporation) that: i. was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or ii. was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. b. a director or executive officer of any corporation (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or c. has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromises with creditors, or had a receiver, manager or trustee appointed to hold the assets of the proposed director. For the purposes of (a) above, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant Corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days. Except as disclosed below and to the knowledge of the Corporation, none of the current executive officers or directors of the Corporation has been subject to: 64 a. any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or b. any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director. Conflicts of Interest There are no existing or potential material conflicts of interest between the Corporation or its subsidiaries and any director or officer of the Corporation or its subsidiaries. Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions Cease Trade Orders Other than as described below, to the knowledge of the Company, no director or executive officer of the Company is, or within the ten years prior to the date hereof has been, a director, chief executive officer, or chief financial officer, of any company (including the Company) that was subject to (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities laws, that was in effect for a period of more than thirty consecutive days, issued while that person was acting in such capacity or issued thereafter but resulted from an event that occurred while that person was acting in such capacity. Bankruptcies Other than as described below, to the knowledge of the Company, no director or executive officer or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company is, or within the ten years prior to the date hereof has been, a director or executive officer of any company (including the Company) that, while that person was acting in such capacity or within a year of that person ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. Mr. Kuvalanka currently serves as Chief Financial and Operating Officer of Goldfinch Bio which shut down its operations in January 2023. In connection with its shutdown, Goldfinch Bio entered an Assignment for the Benefit of Creditors with the state of Delaware. Dr. Tilley was a director of privately held, CellAegis Inc. that declared bankruptcy in mid-2020 and was a director of privately held, Xagenic Inc. that declared bankruptcy in September 2017. Farber was appointed receiver for both CellAegis and Xagenic. Neither CellAegis nor Xagenic were reporting issuers. To the knowledge of the Company, no director or executive officer or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold that person’s assets. Penalties or Sanctions No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of IMV Inc. to affect materially the control of the Company has been subject to (a) any penalties or sanctions imposed by a court relating to securities laws or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. All of the above disclosure also applies to any personal holding companies of any of the persons referred to above. 65 Conflicts of Interest Certain of the Company’s officers and directors are also officers and/or directors of other, or may otherwise be involved with or consulted by, companies engaged in the biotechnology industry and research business generally and may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest which cannot be resolved by arm’s length negotiations but only through exercise by the officers and directors of such judgment as is consistent with their fiduciary duties to the Company which arise under applicable corporate law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of the Company. Any such conflict is governed by applicable corporate laws, which require that directors act honestly, in good faith and with a view to the best interests of the Company. It is expected that any transactions with officers and directors will be on terms consistent with industry standards and sound business practice in accordance with the fiduciary duties of those persons to the Company, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval. In addition, the Canadian Business Corporations Act (“CBCA”) requires officers and directors to disclose any personal interest which they may have in any material contract or transaction which is proposed to be entered into with the Company and, in the case of directors, to abstain from voting as a director for the approval of any such contract or transaction, unless otherwise permitted under the CBCA. ITEM 6.B. COMPENSATION Components of Executive Compensation The Corporation’s executive compensation philosophy is supported by the following four elements of our executive compensation program for the Named Executive Officers: Fixed components: Base salary Employee benefits program and other perquisites. Variable components: Short-term incentive opportunity Long-term incentive and retention program. Each component of the executive compensation program is defined and discussed below. Base salary A competitive base salary serves to attract and retain strong leadership. The base salary for an executive is determined through the evaluation of the responsibilities of the position, the executive’s relevant experience, past and current performance, as well as through evaluation of market compensation levels for the role. Individual salaries are adjusted annually based on the individual’s competencies and through evaluation of the Corporation’s results. Employee benefits program and other perquisites The Corporation’s employee benefits program includes health, dental, vision, life and disability components and is designed to provide a level of protection to all employees, including executive officers, and their families in the event of death, illness, or disability. In terms of perquisites, the Corporation’s RRSP and 401K matching programs are open to all employees, including executives, and allows for Corporation matching of up to 5% of the employee’s base salary per year. The Corporation also sponsors up to 50% of the cost of fitness memberships for all employees to a maximum of $300 per year. 66 Short-term incentive opportunity The Corporation believes that long-term growth of value for shareholders is derived from the execution of short and long-term approved strategic initiatives. The annual incentive program for the Named Executive Officers is based on their performance as a team against corporate objectives approved by the Board. Bonuses are paid in full following awards approved by the Board, at its full discretion, based on recommendation of the Compensation Committee. The target for annual incentive compensation for Named Executives has been established as a percentage of their respective base salary as shown in the table below, the Board retains full discretion in assessing such achievement and may approve an award in excess of such target. In addition, the Board may also factor in individual achievement, if warranted. The Compensation Committee reviews the annual incentive award recommendation prepared by the Chief Executive Officer for all Named Executive Officers (excluding themself) that is based on the proportional attainment of the Corporate Objectives. The Compensation Committee also assessed the Chief Executive Officer’s performance for current period and, further to such review the Compensation Committee, provided a recommendation to the Board. The Board reviewed and discussed the recommendation of the Compensation Committee for the Named Executive Officers and for the Chief Executive Officer and approved the following payment of the annual incentive award to the Named Executive Officers and the Chief Executive Officer: The annual incentive is calculated as a percentage of the salary as shown in the following table: Named Executive Officers Maximum annual incentive in percentage of the salary Weighting assigned to Corporate Objectives Attainment of Corporate Objectives Total ($) Andrew Hall(1) 50% 100% 60% 144,000 Pierre Labbé (2) 40% 100% N/A N/A Jeremy Graff 40% 100% 60% 102,800 Brittany Davison (3) 30% / 40% 100% 70% / 60% 35,700 (1) Andrew Hall was appointed Chief Executive Officer effective January 1, 2022. (2) Pierre Labbé resigned effective March 31, 2022 and as a result was not entitled to a bonus in 2022. (3) Brittany Davison was appointed Chief Accounting Officer effective September 15, 2022. As Senior Vice President of Finance Ms. Davison’s maximum annual incentive was 30% of base salary and as Chief Accounting Officer this increased to 40% of base salary. Compensation for Ms. Davison is paid in Canadian dollars and converted for disclosure purposes based on the Bank of Canada exchange rate on December 31, 2022, being C$1.00 = US$0.7383. Long-term incentive and retention program Stock option grants are part of the long-term incentive and retention program and serve to motivate and encourage executives and employees to deliver performance that increases the value of the Corporation through growth of the share price over the long term. All stock option grants are approved by the Board through its Compensation Committee. The process for issuing stock option grants is in line with the short-term incentive program described above. Previous grants of stock options are taken into account when considering new grants. The Stock Option Plan provides for the issuance of options to the Corporation’s Directors and employees (and for the purposes of the Stock Option Plan, an “employee” includes a person who provides services to the Corporation). SUMMARY EXECUTIVE COMPENSATION TABLE The following table provides a summary of compensation earned during the three most recently completed financial years ended December 31, 2022, 2021 and 2020, by the Named Executive Officers: Name and principal position Financial Period Ended Salary ($) Option based awards ($)(1) (4) Non-equity incentive plan compensation ($) All other compensation ($) (5) Total compensation ($) Annual incentive plans Long-term incentive plans Andrew Hall Dec 31, 2020 40,400 231,900 - Nil - 272,300 Chief Executive Officer Dec 31, 2021 380,500 396,100 90,200 Nil 17,300 884,000 Dec 31, 2022 480,000 339,500 144,000 Nil 56,600 1.020,100 67 Pierre Labbé(2) (7) Dec 31, 2020 315,500 151,800 94,700 Nil 11,700 573,700 Former Chief Financial Dec 31, 2021 347,100 358,500 77,800 Nil 11,000 794,400 Officer Dec 31, 2022 83,700 - - Nil 173,500 257,200 Jeremy Graff Chief Scientific Officer Dec 31, 2020 - - - Nil - - Dec 31, 2021 218,100 161,700 51,600 Nil 14,300 445,600 Dec 31, 2022 428.400 459,800 102,800 Nil 26,900 1,017,900 Brittany Davison(3) Chief Accounting Officer Dec 31, 2020 111,200 9,500 20,800 Nil 7,000 148,500 Dec 31, 2021 130,200 61,100 18,200 Nil 8,200 217,700 Dec 31, 2022 161,700 180,600 35,700 Nil 10,500 388,500 (1) Options may be exercised as follows: 1/3 each six-month period following their grant or 1/3 each year following their grant (2) Pierre Labbé resigned effective March 31, 2022. (3) Brittany Davison was appointed Chief Accounting Officer effective September 15, 2022. (4) The fair value of the stock options granted annually is obtained by multiplying the number of options granted by their value established according to the Black-Scholes model and then converted to United States dollars based on the Bank of Canada exchange rate on December 30, 2022, being C$1.00 = US$0.7838. This value is the same as the fair book value established in accordance with International Financial Reporting Standards and accounting for the following assumptions: C$11.23 C$10.38 C$6.71 Risk-free rate: 1.27% 1.65% 3.12% Dividend yield 0 0 0 Closing Price at Grant Date: C$ 16.00 C$ 14.70 C$ 9.30 Volatility: 76% 77% 77% Expected life: 7 7 7 (5) Included in all other compensation is the Corporation’s RRSP matching program and other taxable benefits. (6) Compensation for Mr. Labbé and Ms. Davison is paid in Canadian dollars and converted for disclosure purposes based on the Bank of Canada exchange rate on December 30, 2022, being C12$1.00 = US$0.7838. (7) Includes severance payments pursuant to the terms Pierre Labbé employment agreement. Components of Director Compensation Retainer and Share-Based Remuneration The Compensation Committee oversees non-executive directors’ compensation and determines, from time to time, the respective value of the annual retainer and DSU grant to be made to non-executive directors and makes its recommendation to the Board of Directors. All annual and initial DSU grants, as well as annual retainers paid to non-executive directors for the year ended December 31, 2022 are described in the table below. ANNUAL RETAINERS – Board US$ Chair of the Board $75,000 All other Directors $43,750 ANNUAL RETAINERS – Committees/Members and Chairs Chair of Audit Committee: $15,000 Other Committee Chairs: $12,500 Audit Committee Member: $7,500 Committee Member: $6,250 DSUs - Initial and Annual ($ Value) Annual grant to the Chair of the Board $75,000 Annual grant to a non-executive director $52,000 Initial grant to a non-executive director $104,000 Non-Executive Directors can elect to receive their annual retainers in the form of DSUs at their discretion. On August 1, 2022, the Board of Directors resolved to take 100% of their compensation in deferred share units from July 1, 2022 onward. SUMMARY DIRECTOR COMPENSATION TABLE 68 Annual retainers and share-based awards were earned by the members of the Board who are not employees or officers of the Corporation on the following basis during the year ended December 31, 2022. Dr. Shermaine Tilley has elected not to receive compensation as a result of the policies of CTI Life Sciences Fund and this explains her absence from the tables related to Director’s compensation. Name Fees Earned Share-based Awards(1)(2) Total $ $ $ Michael Bailey(3) 33,646 120,774 154,420 Julia P. Gregory(4) 23,438 81,689 105,127 Michael Kalos 28,125 80,127 108,252 Kyle Kuvalanka 29,375 84,501 113,876 Saman Maleki(5) - 135,008(6) 135,008 Andrew Sheldon(7) 59,560 27,968 87,528 Shermaine Tilley - - - Markus Warmuth 28,438 90,439 118,877 (1) DSUs vest immediately on the date of their grant, except for initial grants upon joining the Board, which vest over 3 years (2) The fair value of the DSUs awarded is obtained by multiplying the number of DSUs awarded by the volume weighted average trading price of the Shares on the NASDAQ for the five trading days immediately preceding the award date. (3) Michael Bailey was appointed to Chair of the board effective June 29, 2022. (4) Julia P. Gregory resigned from the board effective January 9, 2023. (5) Saman Maleki joined the board effective September 15, 2022. (6) Includes 14,989 DSUs with a grant date fair value of $104,000 that vest over 3 years (1/3 each year) (7) Andrew Sheldon resigned from the board effective June 29, 2022. ITEM 6.C. BOARD PRACTICES All of our directors are elected at the annual meeting of our shareholders, or at any special meeting of shareholders if one of the purposes for which a special meeting was called was the election of directors, and each holds such office until his or her successor is elected or appointed, unless his or her office is earlier vacated by way of the director’s resignation or death or under any of the relevant provisions of our Articles or the CBCA. Employment, Consulting and Directors’ Service Contracts For information on the employment agreement for Mr. Hall, refer to Exhibit 4.7. No other directors have a service contract with the Corporation providing for benefits upon termination. Audit Committee The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing: (i) the financial information that will be provided to the shareholders and others; (ii) the systems of internal controls, including cybersecurity, which management and the Board of Directors have established; and (iii) the Corporation’s audit and financial reporting process. The external auditors’ ultimate responsibility is to the Board of Directors and the Committee, as representatives of the shareholders. Audit Committee Terms of Reference The Company has a written charter which sets out the duties and responsibilities of its Audit Committee. The Audit Committee Charter is available at www.imv- inc.com/investors/governance/governance-documents under “Mandate of the Audit Committee”. Audit Committee Composition The Audit Committee is currently composed of Mr. Kyle Kuvalanka (Chair), Dr. Markus Warmuth and Dr. Shermaine Tilley, all of whom are financially literate and independent directors within the meaning of National 69 Instrument 52-110 – Audit Committees. The education and related experience of each current Audit Committee member are described in their biographies above. Pre-Approval Policies and Procedures The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services. All non-audit services performed by our auditors for the twelve- month period ended December 31, 2022 were pre-approved by our Audit Committee. It is our policy that all non-audit services performed by our auditors will continue to be pre-approved by our Audit Committee. Compensation Committee The Committee’s primary duties and responsibilities are to review and make recommendations to the Board in respect of: ● the recruitment, hiring, evaluation, determination of terms of employment and the job description of the CEO; ● the Corporation’s compensation strategy, policies and guidelines, taking into account the proposals from the CEO, and to monitor their consistency with the Corporation’s goals and strategies; ● the CEO’s recommendations on the appointment and compensation of Executive Officers and other key employees of the Corporation; ● management incentive and perquisite plans and any non-standard remuneration plans; ● succession planning of the Corporation’s senior management; and ● Board compensation and training matters. The Compensation Committee is currently composed of four independent board members: Dr. Shermaine Tilley (Chair), Dr. Michael Kalos and Ms. Shabnam Kazmi. The education and related experience (as applicable) of each current member are described in the biographies above. Corporate Governance Committee The primary function of the Corporate Governance Committee is to assist the Board of Directors in the exercise of certain duties regarding the corporate governance of the Corporation. Among others, the Committee develops policies regarding corporate governance for the Corporation, for internal governance as well as for the Corporation’s external communications. The Corporate Governance Committee is currently composed of Mr. Michael Bailey (Chair), Ms. Shabnam Kazmi, Mr. Kyle Kuvalanka and Dr. Saman Maleki. The education and related experience (as applicable) of each current member are described in their biographies above. Committees are empowered to engage, or to request that management engage, outside advisors at the Corporation’s expense. The Board would consider any such request by an individual member of the Board on its merits at the time it was made. Clinical Committee The primary function of the Clinical Committee is to assist the Board of Directors in fulfilling its oversight responsibilities regarding clinical trials. The Committee’s primary duties include review of clinical protocol and clinical trial study design, advising on clinical development strategy and oversight of clinical trial management including patient and site enrollment. The Clinical Committee is currently composed of Dr. Markus Warmuth (Chair), Mr. Michael Bailey, Dr. Michael Kalos, and Dr. Saman Maleki. The education and related experience (as applicable) of each current member are described in their biographies above. 70 ITEM 6.D. EMPLOYEES As at December 31, 2022, the Corporation had 63 full-time and part-time, including 11 employees holding PhD degrees and a number of other employees holding M.Sc. or MBA degrees. The Corporation restructured its work force in September 2022 which reduced its number of employees by approximately one third. The Corporation’s employees are not governed by a collective bargaining agreement. The Corporation depends on certain key members of its management and scientific staff and the loss of services of one or more of these persons could adversely affect the Corporation. See “Risk Factors and Uncertainties”. ITEM 6.E. SHARE OWNERSHIP The following table indicates information as of March 15, 2023, regarding the beneficial ownership of our Common Shares, for: ● each person who is known by us to beneficially own more than 5% of our Common Shares; ● each named executive officer; ● each of our directors; and ● all of our directors and executive officers as a group. Unless otherwise indicated in the footnotes to the table, and subject to community property laws where applicable, the following persons have sole voting and investment control with respect to the shares beneficially owned by them. In accordance with SEC rules, if a person has a right to acquire beneficial ownership of any Common Shares on or within 60 days of March 15, 2023 upon conversion or exercise of outstanding securities or otherwise, the shares are deemed beneficially owned by that person and are deemed to be outstanding solely for the purpose of determining the percentage of our shares that person beneficially owns. These shares are not included in the computations of percentage ownership for any other person. As of March 14, 2023, we had 47 record holders of our Common Shares, with 36 record holders in Canada, representing 59.58% of our outstanding Common Shares, and 8 record holders in the United States, representing 40.38% of our outstanding Common Shares. Except as otherwise indicated, the address of each of the persons in this table is Suite 19, 130 Eileen Stubbs Avenue, Dartmouth, Nova Scotia B3B 2C4. Name and Address of Beneficial Owner Shares Beneficially Owned Percentage of Shares Beneficially Owned 5% and Greater Shareholders: Fonds de solidarité des travailleurs du Québec (F.T.Q.)(1) 761,153 7.9% Armistice Capital, LLC(2) 963,952 9.9% Directors and Named Executive Officers: Michael Bailey(3) 36,924 *% Michael Kalos(4) 22,941 *% Shabnam Kazmi - nil Kyle Kuvalanka(5) 24,125 *% Saman Maleki(6) 11,053 *% Shermaine Tilley(7) - nil Markus Warmuth(8) 28,051 *% Brittany Davison(9) 7,181 *% Jeremy Graff(10) 23,334 *% Andrew Hall(11) 36,815 *% All executive officers and directors as a group(12) (10 persons) 190,424 1.6% * Indicates beneficial ownership of less than 1%. 71 (1) According to Amendment No. 2 to the Schedule 13G filed with the SEC on February 3, 2023, consists of 654,010 Common Shares and 107,143 Common Shares underlying Common Share purchase warrants. Fonds de solidarité des travailleurs du Québec (F.T.Q.) has sole voting and sole dispositive power with respect to such securities. The principal business office of Fonds de solidarité des travailleurs du Québec (F.T.Q.) is 545, Cremazie Blvd. East, Suite 200, Montreal, Quebec, Canada H2M 2W4. (2) According to the Schedule 13G filed with the SEC on February 14, 2023, Armistice Capital, LLC (“Armistice”) is the investment manager of Armistice Capital Master Fund Ltd. (the “Master Fund”), the direct holder of the common shares, and pursuant to an Investment Management Agreement, Armistice exercises voting and investment power over the securities of the Corporation held by the Master Fund and thus may be deemed to beneficially own the securities of the Corporation held by the Master Fund. Steven Boyd, as the managing member of Armistice, may be deemed to beneficially own the securities of the Corporation held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Corporation directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice. The principal business office of Armistice is 510 Madison Avenue, 7th Floor, New York, New York 10022. (3) Consists of 36,924 Common Shares underlying deferred share units. (4) Consists of 22,941 Common Shares underlying deferred share units. (5) Consists of 24,125 Common Shares underlying deferred share units. (6) Includes 10,537 Common Shares underlying deferred share units and 80 Common Shares held by Dr. Maleki’s spouse, Dr. Solmaz Karamdoust. (7) Dr. Shermaine Tilley has elected not to receive equity-based compensation as a result of the policies of CTI Life Sciences Fund. (8) Consists of 28,051 Common Shares underlying deferred share units. (9) Includes 5,661 Common Shares underlying options. (10) Consists of 23,334 Common Shares underlying options. (11) Includes 30,715 Common Shares underlying options. (12) Includes 122,578 Common Shares underlying deferred share units and 59,710 Common Shares underlying options. Stock Option Plan The following is a summary of the main provisions of the Stock Option Plan. The full text of the Stock Option Plan is included as Exhibit 4.11 hereto. The maximum number of Shares that can be issued upon the exercise of options granted under the Stock Option Plan and any other security-based compensation plan of the Corporation is equal to 8% of the number of issued and outstanding Shares from time to time. Any Shares subject to an option which has been granted under the Stock Option Plan that expires or terminates without having been fully exercised may be subject of a further option under the Stock Option Plan. The number of Shares issuable to insiders of the Corporation, at any time, pursuant to the Stock Option Plan and any other security based compensation arrangement (as such term is defined in the Toronto Stock Exchange Company Manual) cannot exceed 10% of the issued and outstanding Shares and the number of Shares issued to insiders of the Corporation, within any one year period, under the Stock Option Plan and any other security based compensation arrangement cannot exceed 10% of the issued and outstanding Shares. The Board may grant options to directors, officers, employees, consultants of the Corporation and, if applicable, its subsidiaries and holding companies of such persons. No Options may be granted under the Option Plan to any non-employee director if such grant would, at the time of the grant, result in: (i) the aggregate number of Shares reserved for issuance to all non-employee directors under the Option Plan and all other security-based compensation arrangements of the Corporation exceeding 1% of the total number of Shares then issued and outstanding; (ii) the aggregate value of Options granted to the non-employee directors during the Corporation’s fiscal year exceeding $100,000; or (iii) the aggregate value of Options and, in the case of security-based compensation arrangements that do not provide for the granting of Options (“Full Value Awards”), the grant date value of Shares granted to the non-employee director during the Corporation’s fiscal year exceeding $150,000, provided that any Full Value Award elected to be received by a non-employee director, in the 72 non-employee director’s discretion, in place of the same value of foregone cash compensation from the Corporation shall not be counted toward the foregoing $150,000 limit and provided further that the foregoing limitations shall not apply to one-time initial grants to a new director who would be a non-employee director upon joining the Board as compensation for serving on the Board. The exercise price of the options is determined by the Board at the time of the grant of an option, but cannot be lower than the volume weighted average trading price of the Shares on the principal stock exchange on which the Shares are trading for the five trading days immediately preceding the day on which the stock option is granted. If approved by the Board, in lieu of paying the exercise price in cash for the Shares that may be issued pursuant to the exercise of stock options, a participant may elect to acquire the number of Shares determined by subtracting the exercise price from the volume-weighted average price (“VWAP”), multiplying the difference by the number of Shares in respect of which the stock option was otherwise being exercised and then dividing that product by such VWAP. In such event, the number of Shares as so determined (and not the number of Shares to be issued under the stock option) will be deemed to be issued under the Stock Option Plan and all the stock options surrendered will be cancelled. At the time of grant, the Board, at its discretion, may set a vesting schedule, that is, one or more dates from which an option may be exercised in whole or in part. The maximum period during which an option may be exercised is ten years from the date on which it is granted, however, at its discretion, the Board has the right to set a shorter period of time during which an option is exercisable. If the expiry date of an option should occur during or within 10 business days after the last day of any period during which a policy of the Corporation prevents a holder of options from trading in the Shares or in any other securities of the Corporation or exercising or converting any exercisable or convertible securities of the Corporation, the expiry date for the option will be the last day of such 10 business day period. All benefits, rights and stock options accruing to any option holder in accordance with the terms and conditions of the Stock Option Plan shall be non-transferable and non- assignable unless specifically provided in the Stock Option Plan. In the event of the death or permanent disability of an option holder, any stock option previously granted to an option holder shall be exercisable until the earlier of (i) the end of its term or (ii) the expiration of 12 months after the date of death or permanent disability of such option holder. If an option holder ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries (as the case may be) for any reason other than being dismissed from his office or employment for cause, death or permanent disability, their stock options will terminate at 6:00 p.m. (Halifax time) on the earlier of (i) the end of its term or (ii) 90 days after the date such option holder ceases to hold be a director, officer, employee or consultant of the Corporation as the case may be. During this period, an option holder may exercise their stock option to the extent they were entitled to at the date of such cessation. Options that had not vested on the date of such cessation shall be immediately cancelled. If an option holder ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries (as the case may be) as a result of being dismissed from their office or employment for cause or an option holder’s contract as a consultant being terminated before its normal termination date for cause, their options shall immediately be cancelled and may not be exercised as of the termination or dismissal date. The number of Shares subject to the Stock Option Plan shall be increased or decreased proportionately in the event of the subdivision or consolidation of the outstanding Shares, and in any such event a corresponding adjustment shall be made to the number of Shares deliverable upon the exercise of any stock option granted prior to such event without any change in the total price applicable to the unexercised portion of the stock option, but with a corresponding adjustment in the price for each Share that may be acquired upon the exercise of the stock option. In case the Corporation is reorganized or merged or consolidated or amalgamated with another corporation, appropriate provisions shall be made for the continuance of the stock options outstanding under the Stock Option Plan and to prevent any dilution or enlargement of the same. Notwithstanding any other provision in the Stock Option Plan, in the event of a proposed Change of Control (as defined in the Stock Option Plan), the Board may, as deemed necessary or equitable by the Board in its sole discretion and subject to regulatory approvals, as applicable, determine the manner in which all unexercised stock options granted 73 under the Stock Option Plan will be treated including, for example, accelerating the vesting of the stock options, accelerating the expiry of the term of the stock options and accelerating the time for the fulfillment of any conditions or restrictions on such exercise. The Board may make the following types of amendments to the Stock Option Plan without seeking the approval of the shareholders of the Corporation: (i) amendments of a “housekeeping” nature; (ii) amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX); (iii) amendments necessary in order for stock options to qualify for favourable treatment under applicable taxation laws; (iv) amendments respecting the administration of the Stock Option Plan; (v) any amendment to the vesting provisions of the Stock Option Plan; (vi) amend any term of any outstanding stock option (including, without limitation, the exercise price, vesting and expiry of the stock option), provided that, (A) if the amendments would reduce the exercise price or extend the expiry date of stock options, other than as authorized pursuant to the Stock Option Plan, approval of the disinterested shareholders of the Corporation must be obtained; and (B) the Board would have had the authority to initially grant the stock option under the terms as so amended; (vii) any amendment to the early termination provisions of the Stock Option Plan or any stock option, whether or not such stock option is held by an insider of the Corporation, provided such amendment does not entail an extension beyond the original expiry date; (viii) any amendment to the termination provisions of the Stock Option Plan or any stock option, provided any such amendment does not entail an extension of the expiry date of such stock option beyond its original expiry date; (ix) the addition or modification of a cashless exercise feature, payable in cash or in securities, which provides for a full or partial deduction of the number of underlying Shares from the Stock Option Plan reserve; (x) amendments necessary to suspend or terminate the Stock Option Plan; and (xi) any other amendment, whether fundamental or otherwise, not requiring shareholders’ approval under applicable laws. However, the Board may not, without the approval of the shareholders of the Corporation, make amendments to the Stock Option Plan for any of the following purposes: (i) to increase the maximum number of shares that may be issued pursuant to options granted under the Stock Option Plan; (ii) to reduce the exercise price; (iii) to extend the expiry date of Options; (iv) to broaden the definition of “participant” to the Stock Option Plan; (v) to increase the maximum number of shares issuable to insiders a under the Stock Option Plan; (vi) to permit transfers or assignment to any person not currently permitted under the Stock Option Plan; (vii) to increase the value of Options granted or to remove or increase the percentage limit relating to Shares issuable, in each case, to non-executive directors; or (viii) to amend the provisions of Section 19(c) of the Stock Option Plan that are described in this paragraph. Deferred Share Unit Plan The following is a summary of the main provisions of the Deferred Share Unit Plan “DSU Plan”. The full text of the DSU Plan is included as Exhibit 4.10 hereto. The maximum number of Shares which the Corporation may issue from treasury in connection with the redemption of Deferred Share Units (“DSUs”) granted under the DSU Plan is 200,000 Shares. The number of Shares issuable to insiders of the Corporation, at any time, pursuant to the DSU Plan and any other security based compensation arrangement (as such term is defined in the Toronto Stock Exchange Company Manual) of the Corporation, including the Stock Option Plan, cannot exceed 10% of the issued and outstanding Shares; and, the number of Shares issued from treasury to insiders of the Corporation within a one year period, under the DSU Plan and any other security based compensation arrangement of the Corporation, including the Stock Option Plan, cannot exceed 10% of the issued and outstanding Shares. The DSU Plan does not provide for a maximum number of Shares which may be issued to an individual pursuant to the redemption of DSUs. Any director of the Corporation who is not an employee or officer of the Corporation or of its subsidiaries (a “Non-Executive Director”) is eligible to be credited with DSUs under the DSU Plan. At the time of their appointment, each Non-Executive Director shall receive DSUs corresponding to 100% of the cash value of initial compensation for new Directors then in effect as part of the compensation plan of Directors of the Corporation. Each year thereafter, a Non-Executive Director may elect to receive up to 100% of his or her annual Fees, but not less than 50% of his or her Fees, in the form of DSUs with the balance to be paid in cash. The Corporation will grant, in respect of each Non-Executive Director, that number of DSUs as is determined by dividing the amount of Fees that, but for an election, would have been paid to the Non-Executive Director, by the VWAP per Share for the five trading days immediately preceding the award date (the “Fair Market Value”), and will credit the Non-Executive 74 Director’s account with such DSUs. Only cash compensation that would otherwise be paid to Non-Executive Directors is eligible to be paid out in DSUs on a value-for-value exchange, and the DSU Plan prohibits discretionary grants. DSUs will vest immediately upon being credited to a Non-Executive Director’s account. DSUs credited to the Non-Executive Director’s account may only be redeemed in the event of the cessation of a Non-Executive Director’s directorship for any reason, including such person’s death (the “Termination”). Each DSU is equivalent in value to a Share. Upon redemption, the Corporation will issue to the person a number of Shares from treasury equal to the number of DSUs credited in the account, less the number of Shares that results by dividing the aggregate amount of any federal, provincial, local or foreign taxes and other amounts required by law to be withheld (the “Applicable Withholding Taxes”) by the Fair Market Value as of the date of redemption. Instead of issuing Shares from treasury, the Corporation may elect, in its sole discretion, to pay the person an amount of money determined by multiplying the number of DSUs credited in the account by the Fair Market Value as of the date of redemption, net of any Applicable Withholding Taxes, upon redemption. The rights of a Non-Executive Director pursuant to the terms of the DSU Plan are non-assignable or alienable by him or her either by pledge, assignment or in any other manner, and after his or her lifetime will enure to the benefit of and be binding upon the Non-Executive Director’s estate. the rights and obligations of the Corporation under the DSU Plan may be assigned by the Corporation to a successor in the business of the Corporation. The number of Deferred Share Units standing to the credit of an Account will also be appropriately adjusted to reflect the payment of dividends in Shares (other than dividends in the ordinary course), the subdivision, consolidation reclassification, conversion or exchange of the Shares, or a merger, consolidation, recapitalization, reorganization, spin off or any other change or event which affects the Fair Market Value and which, in the sole discretion of the Board, necessitates action by way of adjustment to the number of Deferred Share Units. The appropriate adjustment in any particular circumstance will be conclusively determined by the Board in its sole discretion, subject to acceptance by the TSX, if applicable. The Board may, at any time, amend or revise the terms of the DSU Plan subject to the receipt of all necessary regulatory and shareholders approvals, provided that no such amendment or revision will alter the terms of any Deferred Share Unit granted under the DSU Plan prior to such amendment or revision. Without limiting the generality of the foregoing, the Board may make the following types of amendments to the DSU Plan without seeking the approval of the shareholders: (i) amendments to the definition of “Participant” or the eligibility requirements for participating in the DSU Plan, where such amendments would not have the potential of broadening or increasing insider participation; (ii) amendments to the manner in which Non-Executive Directors may elect to participate in the DSU Plan; (iii) amendments to the provisions of the DSU Plan relating to the redemption of DSUs and the dates for the redemption of the same, provided that no amendment will accelerate the redemption of a Non-Executive Director’s DSUs prior to the earlier of his or her Termination, subject to obtaining the required regulatory approvals; (iv) amendments of a “housekeeping” nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the DSU Plan or to correct or supplement any provision of the DSU Plan that is inconsistent with any other provision of the DSU Plan; (v) amendments necessary to comply with the provisions of applicable laws and the requirements of the TSX; (vi) amendments respecting the administration of the DSU Plan; (vii) amendments to the vesting provisions of the DSU Plan; (viii) amendments necessary to continuously meet the requirements of paragraph 6801(d) of the Income Tax Regulations (Canada) and to ensure that the DSU Plan is not a salary deferral arrangement or an employee benefit plan as those terms are defined in subsection 248(1) of the Income Tax Act (Canada); (ix) amendments necessary to suspend or terminate the DSU Plan; and (x) any other amendment, whether fundamental or otherwise, not requiring shareholders’ approval under applicable laws. Notwithstanding the provisions of foregoing paragraph, the Board may not, without the approval of the shareholders, make amendments to the DSU Plan for any of the following purposes: (i) to increase the maximum number of Shares that may be issued from treasury under the DSU Plan; (ii) to increase the maximum number of Shares that may be 75 issued to insiders of the Corporation during any twelve month period; and (iii) to amend the amendment provisions set forth in the DSU Plan. ITEM 6.F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable. ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ITEM 7.A. MAJOR SHAREHOLDERS See Item 6.D. above. To the best of our knowledge, there has been no significant change in the percentage ownership held by any major shareholders during the past three years, except for Fonds de solidarité des travailleurs du Québec (F.T.Q.), which, based upon Amendments to Schedule 13G/A filed with the SEC on July 21, 2021 and February 3, 2023, reported sole voting and dispositive power over 654,010 common shares, on a post-share consolidation basis, as of both July 20, 2021 and December 31, 2022, but a reduction in percentage ownership from 10.15% to 7.9% owing to an overall increase in our outstanding common shares due to the December 2022 Offering. ITEM 7.B. RELATED PARTY TRANSACTIONS Except as otherwise set out herein, there are no material interests, direct or indirect, of any director, executive officer, person who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, or any known associates or affiliates of such persons, in any transaction within the last three completed financial years or during the current financial year which has materially affected or is reasonably expected to materially affect the Corporation. ITEM 7.C. INTERESTS OF EXPERTS AND COUNSEL Not applicable. ITEM 8. FINANCIAL INFORMATION ITEM 8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION The audited consolidated financial statements for the years ended December 31, 2020, 2021 and 2022 can be found under “Item 17. Financial Statements”. ITEM 8.B. SIGNIFICANT CHANGES We are not aware of any significant change that has occurred since December 31, 2022, the date of the audited consolidated financial statements included in this Annual Report, and that has not been disclosed elsewhere in this Annual Report. ITEM 9. THE OFFER AND LISTING. ITEM 9.A. OFFER AND LISTING DETAILS The Common Shares are listed and posted for trading on each of the TSX and Nasdaq under the trading symbol “IMV”. ITEM 9.B. PLAN OF DISTRIBUTION Not applicable. 76 ITEM 9.C. MARKETS A discussion of all stock exchanges and other regulated markets on which our securities are listed is provided under “Item 9.A. Offer and Listing Details.” ITEM 9.D. SELLING SHAREHOLDERS Not applicable. ITEM 9.E. DILUTION Not applicable. ITEM 9.F. EXPENSES OF THE ISSUE Not applicable. ITEM 10. ADDITIONAL INFORMATION ITEM 10.A. SHARE CAPITAL Not applicable. ITEM 10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION Articles of Incorporation and By-laws We are governed by articles of incorporation dated May 18, 2007, as amended on September 28, 2009, May 2, 2008 and December 7, 2022, respectively (collectively, the “Articles”) under the CBCA and by our by-law no. 3 dated May 12, 2010 (the “By-laws”). Our Articles are on file with Corporations Canada under Corporation Number 677457-11. Purposes of the Company Our Articles and By-laws do not include a stated purpose and do not place any restrictions on the business that the Company may carry on. Directors Our Articles provide that the minimum number of directors we must have is one (1) and the maximum number is fifteen (15). In accordance with the CBCA, at least 25% of our directors must be residents of Canada. In order to serve as a director, a person must be a natural person at least 18 years of age, capable and not bankrupt. Neither the Articles nor the By-laws contain an age limit requirement for the retirement of non-retirement of directors. Our Articles provide that the directors may, between annual general meetings of the shareholders, appoint one (1) or more additional directors of the Company to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed 1/3 of the number of directors who held office at the expiration of the last annual general meeting of the Company. The directors are elected by a majority of the votes cast at the annual general meeting at which an election of directors is required or at any special meeting of shareholders, to hold office until the election of their successors, except in the case of resignations or if their offices become vacant by death or otherwise. Neither the Articles nor the By-laws require directors to hold a minimum number of shares of the Company to qualify as a director. The directors are entitled to remuneration determined by the Board or by a committee to which the Board may delegate the power to do so from time to time. There is no requirement for an independent quorum. Under the mandate of our 77 Compensation Committee, comprised of a minimum of two directors all of whom shall be independent directors, such committee is tasked with making recommendations to the Board concerning directors’ remuneration. The CBCA provides that a director who is a party to, or who is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with us must disclose to us the nature and extent of his or her interest at the time and in the manner provided by the CBCA, or request that same be entered in the minutes of the meetings of the Board, even if such contract, in connection with our normal business activity, does not require the approval of either the directors or the shareholders. At the request of the president or any director, the director placed in a situation of conflict of interest must leave the meeting while the Board discusses the matter. The CBCA prohibits such a director from voting on any resolution to approve the contract or transaction unless the contract or transaction: o relates primarily to his or her remuneration as our director, officer, employee or agent or as a director, officer, employee or agent of an affiliate of us; o is for indemnity or insurance for director’s liability as permitted by the CBCA; or o is with our affiliate. The CBCA provides that the Board may, on our behalf and without authorization of our shareholders: o borrow money upon our credit; o issue, reissue, sell or pledge our debt obligations; o give a guarantee on our behalf to secure performance of an obligation of any person; and o mortgage, hypothecate, pledge or otherwise create a security interest in all or any of our property, owned or subsequently acquired, to secure any of our obligations. The shareholders have the ability to restrict such powers through our Articles or By-laws (or through a unanimous shareholder agreement), but no such restrictions are in place. Pursuant to the CBCA, our directors manage and administer our business and affairs and exercise all such powers and authority as we are authorized to exercise pursuant to the CBCA, the Articles and the By-laws. The general duties of our directors and officers under the CBCA are to act honestly and in good faith with a view to our best interests and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Any breach of these duties may lead to liability to us and our shareholders for breach of fiduciary duty. In addition, a breach of certain provisions of the CBCA, including the improper payment of dividends or the improper purchase or redemption of shares, will render the directors who authorized such action liable to account to us for any amounts improperly paid or distributed. Our By-laws provide that we shall, to the full extent provided by law, indemnify a director or an officer, a former director or officer of the Company or another individual who acts or acted at the Company’s request as a director or officer, or in a similar capacity, of another entity, and his heirs and legal representatives to the extent permitted by the CBCA against all expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by him in respect of any civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent of or participant in another entity, provide he acted honestly and in good faith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which he served at the Company’s request and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Share Capitalization The authorized share capital of the Company consists of an unlimited number of Common shares, and an unlimited number of Preferred shares. Common Shares As of March 15, 2023, our authorized share capital consists of an unlimited number of Common Shares, of which 11,711,637 are issued and outstanding. In addition, we have 5,447,256 shares are reserved for the issuance of outstanding stock options, warrants and deferred share units. 78 The holders of the common shares are entitled to receive notice of and attend all meetings of shareholders and have one vote for each common shares held by them, except meetings at which only shareholders of a specified class of shares are entitled to vote, provided that they were shareholders as of the record date. In addition, the holders are entitled to receive dividends if, as and when declared by our Board on the common shares, provided that the Company is entitled to declare dividends on the preferred shares, or on any of such classes of shares without being obliged to declare any dividends on the common shares. Finally, the holders of the common shares are entitled, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of the Company, to receive our remaining property upon any liquidation, dissolution or winding-up of our affairs, whether voluntary or involuntary in equal rank with the holders of all common shares of the Company. Shareholders have no liability to further capital calls as all shares issued and outstanding are fully paid and non-assessable. Preferred Shares As of the date hereof, our authorized share capital consists of an unlimited number of Preferred shares, none which are issued and outstanding. Shareholder Actions The CBCA provides that our shareholders may, with leave of a court, bring an action in our name and on our behalf for the purpose of prosecuting, defending or discontinuing an action on our behalf. In order to grant leave to permit such an action, the CBCA provides that the court must be satisfied that our directors were given adequate notice of the application, the shareholder is acting in good faith and that it appears to be in our best interests that the action be brought. Action Necessary to Change Rights of Shareholders In order to change the rights of our shareholders, we would need to amend our Articles to effect the change. Such an amendment would require the approval of holders of two- thirds of the issued and outstanding shares cast at a duly called special meeting and, for certain amendments, the holders of shares of a class or of a series are entitled to vote separately as a class or series on a proposal to amend the articles. For certain amendments, a shareholder is entitled under the CBCA to dissent in respect of such a resolution amending the Articles and, if the resolution is adopted and we implement such changes, demand payment of the fair value of its shares. Meetings of Shareholders An annual meeting of shareholders is held each year for the purpose of considering the financial statements and reports, electing directors, appointing auditors and for the transaction of other business as may be brought before the meeting. The board of directors has the power to call a special meeting of shareholders at any time. A quorum at any meeting of shareholders shall be persons present not being less than two in number and holding or representing more than twenty-five percent (25%) of the total number of issued and outstanding common shares of the Company. Notice of the time and place of each meeting of shareholders must be given not less than 21 days, nor more than 60 days, before the date of each meeting to each director, to the auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of meeting of shareholders called for any other purpose other than consideration of the minutes of an earlier meeting, financial statements and auditor's report, election of directors and reappointment of the incumbent auditor, must state the nature of the business in sufficient detail to permit the shareholder to form a reasoned judgment on and must state the text of any special resolution or by-law to be submitted to the meeting. The only persons entitled to be present at a meeting of shareholders are those entitled to vote, the directors of the Company and the auditor of the Company. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting. In circumstances where a court orders a meeting of shareholders, the court may direct how the meeting may be held, including who may attend the meeting. The CBCA provides that the holders of not less than 5% of our outstanding voting shares may requisition our directors to call a meeting of shareholders for the purpose stated in the requisition. Except in limited circumstances, including 79 where a meeting of shareholders has already been called and a notice of meeting already given or where it is clear that the primary purpose of the requisition is to redress a personal grievance against us or our directors, officers or shareholders, our directors, on receipt of such requisition, must call a meeting of shareholders. If the directors fail to call a meeting of shareholders within twenty-one days after receiving the requisition, any shareholder who signed the requisition may call the meeting of shareholders and, unless the shareholders resolve otherwise at the meeting, we shall reimburse the shareholders for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting of shareholders. The CBCA also provides that, except in limited circumstances, a resolution in writing signed by all of the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of shareholders. IMV has adopted an advance notice by-law (the “Advance Notice Requirement”). The Advance Notice Requirement applies in certain circumstances where nominations of persons for election to the Board are made by our shareholders other than pursuant to: (a) a requisition of a meeting made pursuant to the provisions of the CBCA; or (b) a shareholder proposal made pursuant to the provisions of the CBCA. Among other things, the Advance Notice Requirement fixes a deadline by which shareholders must submit a notice of director nominations to us prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid. In the case of an annual meeting of shareholders, we must be given not less than 30 days’ notice prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders (which is not also an annual meeting) called for the purpose of electing directors, we must be given notice not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made. In the case of an annual meeting of shareholders or a special meeting of shareholders (which is not also an annual meeting of shareholders) called for the purpose of electing directors where notice-and-access is used for delivery of proxy- related materials, must be given notice not later than the close of business on the 40th day prior to the date of the meeting of shareholders; provided, however, that if the shareholders’ meeting is to be held on a date that is less 50 days after the notice date or the special meeting notice date, as applicable, the notice shall be made, in the case of an annual meeting of shareholders, not later than the close of business on the 10th day following the notice date and, in the case of a special meeting (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the special meeting notice date. The Board may, in its sole discretion, waive any requirement of the Advance Notice Requirement. Limitations on Right to Own Securities There is no limitation imposed by the laws of Canada or by the Articles or By-laws on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act (Canada). The Investment Canada Act (Canada) may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being at least one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non- Canadian. Change of Control There are no provisions in our By-laws or Articles that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company. However, certain types of change of control transactions will require shareholder approval of the Company’s Shareholders and calling the necessary shareholder meeting for such transaction would delay the completion of the transaction. Disclosure of Share Ownership 80 In general, under applicable securities regulation in Canada, a person or company who beneficially owns, or who directly or indirectly exercises control or direction over voting securities of a reporting issuer, voting securities of an issuer or a combination of both, carrying more than ten percent of the voting rights attached to all the issuer’s outstanding voting securities is an insider and must, within ten days of becoming an insider, file a report in the required form effective the date on which the person became an insider, disclosing any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer. Additionally, securities regulation in Canada provides for the filing of a report by an insider of a reporting issuer whose holdings change, which report must be filed within five days from the day on which the change takes place. Our By-laws do not contain a provision governing the ownership threshold above which shareholder ownership must be disclosed. ITEM 10.C. MATERIAL CONTRACTS ● Employment Contract, by and between the Company and Andrew Hall, effective as of January 1, 2022, pursuant to which the Company and its affiliates, IMV Technologies Inc. and IMV USA Inc., employ Andrew Hall as Chief Executive Officer. ● Employment Contract, effective as of September 15, 2022, by and between the Company and Brittany Davison, pursuant to which the Company employs Brittany Davison as Chief Accounting Officer. ● Employment Contract, effective as of June 14, 2021, by and between the Company and Jeremy R. Graff, pursuant to which the Company employs Jeremy R. Graff as Chief Scientific Officer. ● Equity Distribution Agreement, dated as of August 4, 2022, by and between the Company and Piper Sandler, pursuant to which the Company retained Piper Sandler. as its sale agent to sell common shares of the Company from time to time with an aggregate offering price of up to U.S.$50,000,000; ● Form of Common Share Purchase Warrant issued to investors in connection with the closing of the Corporation’s registered director offering in December 2020, pursuant to which the Company issued warrants for common shares of the Company; ● Form of Prefunded Common Share Purchase Warrant issued to investors in connection with the closing of the Corporation’s registered direct offering in December 2020, pursuant to which the Company issued warrants for common shares of the Company; ● Funding Certificate, dated June 21, 2022, by and among the Company, Immunovaccine Technologies Inc. and IMV USA Inc., pursuant to which the Company, Immunovaccine Technologies Inc. and IMV USA Inc. certified to Horizon certain representations in connection with that certain Venture Loan and Security Agreement, dated as of December 17, 2021, by and among the Company, Immunovaccine Technologies Inc., IMV USA Inc., Powerscourt Investments XXV, LP and Horizon; ● Lease, dated as of July 26, 2021, by and between the Company and GiGi Capital LLC, pursuant to which the Company leases property located at 10 Rogers Street, Suite 120, Cambridge, Massachusetts 02142 from GiGi Capital, LLC, the Corporation’s administrative offices; ● Lease, dated as of February 8, 2018, by and between the Company and TNC 120-140 Eileen Stubbs Ltd., pursuant to which the Company leases property located at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia, Canada from TNC 120-140 Eileen Stubbs Ltd., the Corporation’s principal executive offices; ● License Agreement, dated as of July 12, 2010, by and among Merck KGaA, Immunovaccine Technologies, Inc., and the other parties thereto (the “Merck License Agreement”), pursuant to which Merck KGaA granted certain rights to certain Compounds (as defined in the Merck License Agreement); 81 ● Securities Purchase Agreement, dated as of December 16, 2022, by and among the Company and each purchaser identified on the signature pages thereto, pursuant to which the Company sold securities to those purchasers; ● Venture Loan and Security Agreement, dated as of December 17, 2021, by and among Horizon, Powerscourt Investments XXV, LP, the Company, Immunovaccine Technologies Inc., IMV USA Inc. and the other parties named thereto, pursuant to which Horizon Technology Finance Corporation and Powerscourt provided various secured loans to the Company, Immunovaccine Technologies Inc. and IMV USA Inc.; and ● Warrant Indenture, dated as of July 20, 2021, issued to investors in connection with the July 2021 Offering, by and between the Company and Computershare Trust Company of Canada, pursuant to which the Company retained Computershare Trust Company of Canada as warrant agent in connection with the issuance of 10,714,285 warrants. ITEM 10.D. EXCHANGE CONTROLS There are currently no government laws, decrees, regulations or other legislation of Canada or the United States that restrict the export or import of capital (including the availability of cash and cash equivalents) or that affect the remittance of dividends, distributions, interest or other payments to non-residents of Canada or the United States holding our Common Shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See “Taxation” below. ITEM 10.E. TAXATION Certain U.S. Federal Income Tax Considerations Subject to the limitations and qualifications stated herein, this discussion sets forth material U.S. federal income tax considerations relating to the acquisition, ownership and disposition by U.S. Holders (as hereinafter defined) of the Common Shares. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, and the Canada-United States Income Tax Convention (1980) as amended (the “Treaty”) all as currently in effect and all subject to change at any time, possibly with retroactive effect. This summary applies only to U.S. Holders. This discussion of a U.S. Holder’s tax consequences addresses only those persons that acquire Common Shares in an offering and that hold those Common Shares as capital assets (generally, property held for investment). In addition, it does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including state and local tax consequences, estate and gift tax consequences, alternative minimum tax consequences, and tax consequences applicable to U.S. Holders subject to special rules, such as: ● banks, insurance companies, and certain other financial institutions; ● U.S. expatriates and certain former citizens or long-term residents of the United States; ● dealers or traders in securities who use a mark-to-market method of tax accounting; ● persons holding Common Shares as part of a hedging transaction, “straddle,” wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to Common Shares; ● persons whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar; ● brokers, dealers or traders in securities, commodities or currencies; ● tax-exempt entities or government organizations; ● partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes; ● regulated investment companies or real estate investment trusts; 82 ● persons who acquired the Common Shares pursuant to the exercise of any employee stock option or otherwise as compensation; ● persons holding the Common Shares in connection with a trade or business, permanent establishment, or fixed base outside the United States; and ● persons who own (directly or through attribution) 10% or more (by vote or value) of the outstanding Common Shares. If an entity that is classified as a partnership for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Common Shares and partners in such partnerships are encouraged to consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of Common Shares. A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of Common Shares and is: ● an individual who is a citizen or individual resident of United States; ● a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; ● an estate the income of which is subject to U.S. federal income taxation regardless of its source; or ● a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (2) the trust has a valid election in effect to be treated as a U.S. person under applicable United States Treasury Regulations. PERSONS CONSIDERING AN INVESTMENT IN COMMON SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES APPLICABLE TO THEM RELATING TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE COMMON SHARES, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS. Passive Foreign Investment Company Rules If the Corporation is classified as a passive foreign investment company (a “PFIC”) in any taxable year, a U.S. Holder will be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of U.S. federal income tax that a U.S. Holder could derive from investing in a non-U.S. company that does not distribute all of its earnings on a current basis. A non-U.S. corporation will be classified as a PFIC for any taxable year in which, after applying certain look-through rules, either: ● at least 75% of its gross income is passive income (which generally includes dividends, interest, rents or royalties (other than certain rents or royalties earned in the conduct of an active business) and investment gains); or ● at least 50% of its gross assets (determined on the basis of a quarterly average) is attributable to assets that produce passive income or are held for the production of passive income. The Corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation, the equity of which it owns, directly or indirectly, 25% or more (by value). Based on the composition of the Corporation’s income and the value of its assets, the Corporation believes that it was not a PFIC for United States federal income tax purposes for the 2022 taxable year, and, further, the determination of the Corporation’s status as a PFIC for the 2023 tax year cannot be made at this time. A separate determination must be made after the close of each taxable year as to whether the Corporation is a PFIC for that year, and as a result, its PFIC status may change from year to year. The total value of the Corporation’s assets for purposes of the asset test generally will be calculated using the market price of the Common Shares, which may fluctuate considerably. 83 Fluctuations in the market price of the Common Shares may result in the Corporation’s being a PFIC for any taxable year. The determination of the Corporation’s status as a PFIC will also depend upon the characterization of government grants received by the Corporation (including funding toward the development of its COVID-19 vaccine candidate, DPX-COVID-19) as gross income for U.S. federal income tax purposes, but not as passive income for PFIC testing purposes. Because of the uncertainties involved in establishing the Corporation’s PFIC status, there can be no assurance regarding if the Corporation currently is treated as a PFIC, or may be treated as a PFIC in the future. If the Corporation is classified as a PFIC in any year with respect to which a U.S. Holder owns the Common Shares, the Corporation will continue to be treated as a PFIC with respect to such U.S. Holder in all succeeding years during which the U.S. Holder owns the Common Shares, regardless of whether the Corporation continues to meet the tests described above unless the Corporation ceases to be a PFIC and either (x) the U.S. Holder has made a “deemed sale” election under the PFIC rules or (y) for the period immediately preceding the Corporation’s ceasing to be a PFIC the Common Shares were subject to a mark-to-market election. If the “deemed sale” election is made, a U.S. Holder will be deemed to have sold the Common Shares the U.S. Holder holds at their fair market value and any gain from such deemed sale would be subject to the rules described below. After the deemed sale election, so long as the Corporation does not become a PFIC in a subsequent taxable year, the U.S. Holder’s Common Shares with respect to which such election was made will not be treated as shares in a PFIC and the U.S. Holder will not be subject to the rules described below with respect to any “excess distribution” the U.S. Holder receives from the Corporation or any gain from an actual sale or other disposition of the Common Shares. U.S. Holders should consult their tax advisors as to the possibility and consequences of making a deemed sale election if the Corporation ceases to be a PFIC and such election becomes available. For each taxable year the Corporation is treated as a PFIC with respect to U.S. Holders, U.S. Holders will be subject to special tax rules with respect to any “excess distribution” such U.S. Holder receives and any gain such U.S. Holder recognizes from a sale or other disposition (including, under certain circumstances, a pledge) of Common Shares, unless (i) such U.S. Holder makes a qualified electing fund election (a “QEF Election”) or (ii) the Common Shares constitute “marketable” securities, and such U.S. Holder makes a mark-to-market election as discussed below. Absent the making of a QEF Election or a mark-to-market election, distributions a U.S. Holder receives in a taxable year that are greater than 125% of the average annual distributions a U.S. Holder received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the Common Shares will be treated as an excess distribution. Under these special tax rules: ● the excess distribution or gain will be allocated ratably over a U.S. Holder’s holding period for the Common Shares; ● the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which the Corporation became a PFIC, will be treated as ordinary income; and ● the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Common Shares cannot be treated as capital, even if a U.S. Holder holds the Common Shares as capital assets. In addition, if the Corporation is a PFIC, a U.S. Holder will generally be subject to similar rules with respect to distributions the Corporation receives from, and the Corporation’s dispositions of the stock of, any of the Corporation’s direct or indirect subsidiaries that also are PFICs, as if such distributions were indirectly received by, and/or dispositions were indirectly carried out by, such U.S. Holder. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to the Corporation’s subsidiaries. If a U.S. Holder makes an effective QEF Election, the U.S. Holder will be required to include in gross income each year, whether or not the Corporation makes distributions, as capital gains, such U.S. Holder’s pro rata share of the Corporation’s net capital gains and, as ordinary income, such U.S. Holder’s pro rata share of the Corporation’s earnings in excess of the Corporation’s net capital gains. If the Corporation determines that it is a PFIC for this year 84 or any future taxable year, the Corporation currently expects that it would provide the information necessary for U.S. Holders to make a QEF Election. U.S. Holders also can avoid the interest charge on excess distributions or gain relating to the Common Shares by making a mark-to-market election with respect to the Common Shares, provided that the Common Shares are “marketable.” Common Shares will be marketable if they are “regularly traded” on certain U.S. stock exchanges or on a foreign stock exchange that meets certain conditions. For these purposes, the Common Shares will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement will be disregarded. The Common Shares are listed on the Nasdaq, which is a qualified exchange for these purposes. Consequently, if the Common Shares remain listed on the Nasdaq and are regularly traded, and you are a holder of Common Shares, the Corporation expects the mark-to-market election would be available to U.S. Holders if the Corporation is a PFIC. Each U.S. Holder should consult its tax advisor as to the whether a mark-to-market election is available or advisable with respect to the Common Shares. A U.S. Holder that makes a mark-to-market election must include in ordinary income for each year an amount equal to the excess, if any, of the fair market value of the Common Shares at the close of the taxable year over the U.S. Holder’s adjusted tax basis in the Common Shares. An electing holder may also claim an ordinary loss deduction for the excess, if any, of the U.S. Holder’s adjusted basis in the Common Shares over the fair market value of the Common Shares at the close of the taxable year, but this deduction is allowable only to the extent of any net mark-to-market gains for prior years. Gains from an actual sale or other disposition of the Common Shares will be treated as ordinary income, and any losses incurred on a sale or other disposition of the shares will be treated as an ordinary loss to the extent of any net mark-to-market gains for prior years. Once made, the election cannot be revoked without the consent of the Internal Revenue Service (the “IRS”), unless the Common Shares cease to be marketable. However, a mark-to-market election generally cannot be made for equity interests in any lower-tier PFICs that the Corporation owns, unless shares of such lower-tier PFIC are themselves “marketable.” As a result, even if a U.S. Holder validly makes a mark-to-market election with respect to the Common Shares, the U.S. Holder may continue to be subject to the PFIC rules (described above) with respect to its indirect interest in any of the Corporation’s investments that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS TO DETERMINE WHETHER ANY OF THESE ELECTIONS WOULD BE AVAILABLE AND IF SO, WHAT THE CONSEQUENCES OF THE ALTERNATIVE TREATMENTS WOULD BE IN THEIR PARTICULAR CIRCUMSTANCES. Each U.S. shareholder of a PFIC is required to file a Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund containing such information as the United States Treasury Department (the “U.S. Treasury”) may require. U.S. Holders should consult their tax advisors regarding the requirements of filing such information returns under these rules. THE CORPORATION STRONGLY URGES YOU TO CONSULT YOUR TAX ADVISOR REGARDING THE IMPACT OF THE CORPORATION’S PFIC STATUS ON YOUR INVESTMENT IN THE COMMON SHARES AS WELL AS THE APPLICATION OF THE PFIC RULES TO YOUR INVESTMENT IN THE COMMON SHARES. Cash Dividends and Other Distributions Subject to the discussion under “Passive Foreign Investment Company Rules” above, to the extent there are any distributions made with respect to the Common Shares, a U.S. Holder generally will be required to include in its gross income distributions received with respect to its Common Shares (including the amount of Canadian taxes withheld, if any) as dividend income, but only to the extent that the distribution is paid out of the Corporation’s current or accumulated earnings and profits (computed using U.S. federal income tax principles), with the excess treated first as a non-taxable return of capital to the extent of the holder’s adjusted tax basis in its Common Shares and, thereafter, as capital gain recognized on a sale or exchange on the day actually or constructively received by the holder (as described below under “Sale or Disposition of Common Shares”). There can be no assurance that the Corporation will maintain calculations of the Corporation’s earnings and profits in accordance with U.S. federal income tax accounting principles. U.S. Holders should therefore assume that any distribution with respect to the Common Shares will 85 constitute ordinary dividend income. Dividends paid on the Common Shares will not be eligible for the dividends received deduction allowed to U.S. corporations. Dividends paid to a non-corporate U.S. Holder by a “qualified foreign corporation” may be subject to reduced rates of taxation if certain holding period and other requirements are met. A qualified foreign corporation generally includes a foreign corporation if (i) its Common Shares are readily tradable on an established securities market in the United States or it is eligible for benefits under a comprehensive U.S. income tax treaty that includes an exchange of information program and which the U.S. Treasury has determined is satisfactory for these purposes and (ii) if such foreign corporation is not a PFIC (as discussed above) for either the taxable year in which the dividend is paid or the preceding taxable year. The Common Shares are readily tradable on the Nasdaq, an established securities market in the United States, and the Corporation may be eligible for the benefits of the Treaty. Accordingly, subject to the PFIC rules discussed above, a non-corporate U.S. Holder may qualify for the reduced rate on dividends so long as the applicable holding period requirements are met. U.S. Holders should consult their own tax advisors regarding the availability of the reduced tax rate on dividends in light of their particular circumstances. Distributions paid in a currency other than U.S. dollars will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate in effect on the date of actual or constructive receipt, whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis in such currency equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the foreign currency for a different U.S. dollar amount will generally be U.S. source ordinary income or loss. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should generally not be required to recognize foreign currency gain or loss in respect of the dividend income. If a U.S. Holder is subject to Canadian withholding taxes (at the rate applicable to such U.S. Holder) with respect to dividends paid on the Common Shares, such U.S. Holder may be entitled to receive either a deduction or a foreign tax credit for such Canadian taxes paid. Complex limitations apply to the foreign tax credit. Dividends paid by the Corporation generally will constitute “foreign source” income and generally will be categorized as “passive category income.” Because the foreign tax credit rules are complex, each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules. Sale or Disposition of Common Shares A U.S. Holder generally will recognize gain or loss on the taxable sale or exchange of the Common Shares in an amount equal to the difference between the U.S. dollar amount realized on such sale or exchange (determined in the case of the Common Shares sold or exchanged for currencies other than U.S. dollars by reference to the spot exchange rate in effect on the date of the sale or exchange or, if the Common Shares sold or exchanged are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, which election must be applied consistently from year to year and cannot be changed without the consent of the IRS, the spot exchange rate in effect on the settlement date) and the U.S. Holder’s adjusted tax basis in the Common Shares determined in U.S. dollars. The initial tax basis of the Common Shares to a U.S. Holder will be the U.S. Holder’s U.S. dollar purchase price for the Common Shares (determined by reference to the spot exchange rate in effect on the date of the purchase, or if the Common Shares purchased are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, which election must be applied consistently from year to year and cannot be changed without the consent of the IRS, the spot exchange rate in effect on the settlement date). An accrual basis U.S. Holder that does not make the special election will recognize exchange gain or loss to the extent attributable to the difference between the exchange rates on the sale date and the settlement date, and such exchange gain or loss generally will constitute ordinary income or loss. Subject to the discussion under “Passive Foreign Investment Company Rules” above, such gain or loss will be capital gain or loss and will be long-term gain or loss if the Common Shares have been held for more than one year. Under current law, long-term capital gains of non-corporate U.S. Holders generally are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Capital gain or loss, if any, recognized by a U.S. Holder generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. U.S. Holders are encouraged to consult their own tax advisors regarding the availability of the U.S. foreign tax credit in their particular circumstances. Net Investment Income Tax 86 Certain U.S. Holders that are individuals, estates or certain trusts must pay a 3.8% tax on their “net investment income.” Net investment income generally includes, among other things, dividend income and net gains from the disposition of stock. A U.S. Holder that is an individual, estate or trust should consult its tax advisor regarding the applicability of the net investment income tax to its income and gains in respect of its investment in the Common Shares. Information Reporting and Backup Withholding Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding on a duly executed IRS Form W-9 or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS. Certain Reporting Requirements In addition to the reporting described above that may be required if the Corporation is a PFIC, U.S. Holders paying more than US$100,000 for the Common Shares generally may be required to file IRS Form 926 reporting the payment of the offer price for the Common Shares to the Corporation. Substantial penalties may be imposed upon a U.S. Holder that fails to comply. Each U.S. Holder should consult its own tax advisor as to the possible obligation to file IRS Form 926. Certain U.S. Holders who are individuals (and, under regulations, certain entities) may be required to report information relating to the Common Shares, subject to certain exceptions (including an exception for Common Shares held in accounts maintained by certain U.S. financial institutions), by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. Such U.S. Holders who fail to timely furnish the required information may be subject to a penalty. Additionally, if a U.S. Holder does not file the required information, the statute of limitations with respect to tax returns of the U.S. Holder to which the information relates may not close until three years after such information is filed. U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to their ownership and disposition of the Common Shares. ITEM 10.F. DIVIDENDS AND PAYING AGENTS Not applicable. ITEM 10.G. STATEMENT BY EXPERTS Not applicable. ITEM 10.H. DOCUMENTS ON DISPLAY Documents concerning our company referred to in this Annual Report may be viewed by appointment during normal business hours at our registered and records office at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia, B3B 2C4, or by fax at (902) 492-0888. ITEM 10.I. SUBSIDIARY INFORMATION Not applicable. ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 87 We have exposure to interest rate, liquidity risk and currency risk. Our Board of Directors has the overall responsibility for the oversight of these risks and reviews our policies on an ongoing basis to ensure that these risks are appropriately managed. Interest rate risk The Corporation is exposed to interest rate fluctuations on its venture loan with Horizon and Powerscourt Investments XXV, LP for which amounts are subject to The Wall Street Journal prime rate plus 5.75%, with an interest rate floor at 3.25% for the prime rate. The Corporation does not expect further significant increases in The Wall Street Journal prime rate and has decided to not actively manage the risk. Based on currently outstanding loans an increase (decrease) of 100 basis points in interest prime rate at the reporting date would have resulted in a non-significant impact in earnings or loss. This analysis assumes that all other variables remain constant. Other than the interest rate fluctuations on the Venture loan described above, the Corporation has limited exposure to interest rate risk on its lending and borrowing activities. Credit risk Credit risk arises from cash and cash equivalents and amounts receivable. The Corporation invests excess cash in high-interest savings accounts or in highly liquid temporary investments of Schedule 1 Canadian Banks. The credit risk of cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The total of amounts receivable disclosed in the consolidated statements of financial position as at December 31, 2022 of $727 (2021 - $602) is comprised mainly of current period advances due to the Corporation for government assistance programs and sales taxes recoverable. If required, the balance is shown net of allowances for bad debt, estimated by management based on prior experience and their assessment of the current economic environment. Historically, there have been no collection issues and the Corporation does not believe it is subject to any significant concentration of credit risk. Liquidity risk Liquidity risk represents the possibility that the Corporation may not be able to gather sufficient cash resources when required and under reasonable conditions to meet its financial obligations. Since the Corporation’s inception, operations have been financed through the sale of shares, issuance of debt, revenue and cost-recoveries from license agreements, interest income on funds available for investment, government assistance and income tax credits. The Corporation has incurred significant operating losses and negative cash flows from operations since inception and has an accumulated deficit of $192,911 as at December 31, 2022. While the Corporation has $21,223 in cash and cash equivalents at December 31, 2022, it continues to have an ongoing need for substantial capital resources to research and develop, commercialize and manufacture its products and technologies. The Corporation is currently not yet receiving a significant ongoing revenue stream from its license agreements, nor can it be certain that it will receive significant revenue from these agreements before additional cash is required. As a result, there can be no assurance that the Corporation will have sufficient capital to fund its ongoing operations and develop or commercialize any of its products without future financing. Currency risk The Corporation incurs some expenses and holds on some cash denominated in Canadian dollars and, as such, is subject to fluctuations as a result of foreign exchange rate variation. The Corporation does not have in place any formal tools to manage its foreign exchange risk. Foreign exchange loss of $203 for the year ended December 31, 2022 (2021 - $110 gain; 2020 foreign exchange loss - $966) is included in general and administrative expenses. If the foreign exchange had been 1% higher/lower, with all other variables held constant, it would have had an immaterial impact on the foreign exchange gain/loss. ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ITEM 12.A. DEBT SECURITIES Not applicable. 88 ITEM 12.B. WARRANTS AND RIGHTS Not applicable. ITEM 12.C. OTHER SECURITIES Not applicable. ITEM 12.D. AMERICAN DEPOSITARY SHARES Not applicable. 89 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Not applicable. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS Not applicable. ITEM 14.A. USE OF PROCEEDS Not applicable. ITEM 15. CONTROLS AND PROCEDURES Disclosure Controls and Procedures At the end of the period covered by this Annual Report, an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) under the Exchange Act) was carried out by the Company’s principal executive officer and principal financial officer. Based upon that evaluation, the Company’s CEO and CAO have concluded that, as of the end of the period covered by this report, the design and operation of the Company’s disclosure controls and procedures are effective to ensure that (i) information required to be disclosed in reports that the Company files or submits to regulatory authorities is recorded, processed, summarized and reported within the time periods specified by regulation, and (ii) is accumulated and communicated to management, including the Company’s CEO and CAO, to allow timely decisions regarding required disclosure. It should be noted that while the Company’s CEO and CAO believe that the Company’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Company’s disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934, as amended) and has designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. In designing and evaluating the Company’s internal control over financial reporting, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its reasonable judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022, based on those criteria. 90 Attestation Report of Independent Auditor In accordance with the JOBS Act enacted on April 5, 2012, the Company qualifies as an “emerging growth company,” which entitles the Company to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. Specifically, the JOBS Act defers the requirement to have the Company’s independent auditor assess the Company’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. As such, the Company is exempted from the requirement to include an auditor attestation report in this Annual Report for so long as the Company remains an EGC, which may be for as long as five years following its initial registration in the United States. Changes in Internal Control over Financial Reporting During the year ended December 31, 2022, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 16. [RESERVED] ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT The Company’s Audit Committee, which consists exclusively of independent directors in accordance with Nasdaq listing requirements, is comprised of Mr. Kyle Kuvalanka (Chair), Dr. Markus Warmuth and Ms. Shermaine Tilley. The Board of Directors has determined that each meet the independence requirements for directors, including the heightened independence standards for members of the audit committee under Rule 10A-3 under the Exchange Act. The Board has determined that all members are “financially literate” within the meaning of Nasdaq listing requirements and an “audit committee financial expert” as defined by Rule 10A-3 under the Exchange Act. For a description of the education and experience of each member of the Audit Committee, see “Item 6A. Directors, Senior Management and Employees.” ITEM 16.B. CODE OF ETHICS The Company has adopted a Code of Business Conduct and Ethics, attached hereto as Exhibit 11.1, applicable to all of its directors, officers and employees, including its CEO and CAO, which is a “code of ethics” as defined in section 406(c) of the Sarbanes-Oxley Act. The Code of Business Conduct and Ethics sets out the fundamental values and standards of behavior that the Company expects from our directors, officers and employees with respect to all aspects of its business. If the Company grants any waiver of the Code of Business Conduct and Ethics, whether explicit or implicit, to a director or executive officer, it will be promptly disclosed as required by any applicable law or applicable rules and guidelines of any stock exchange on which the securities of the Company are listed. The full text of the Code of Business Conduct and Ethics is posted on the Company’s website at www.imv-inc.com. The information on or accessible through the website is not part of and is not incorporated by reference into this Annual Report, and the inclusion of the website address in this Annual Report is only for reference. The Audit Committee is responsible for reviewing and evaluating the Code of Business Conduct and Ethics periodically and will recommend any necessary or appropriate changes thereto to the Board for consideration. The Audit Committee will also assist the Board of Directors with the monitoring of compliance with the Code of Business Conduct and Ethics. 91 ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth information regarding the amount billed and accrued to the Company by PricewaterhouseCoopers LLP, for the fiscal years ended December 31, 2021 and 2022: Fees ($US) December 31, 2022 December 31, 2021 Audit Fees (1) $139,893 $138,054 Audit Related Fees (2) $129,436 $100,586 Tax Fees (3) $47,979 $36,848 All Other Fees (4) $29,354 - Total Fees $346,662 $275,488 Notes: (1) “Audit fees” means the aggregate fees billed for professional services rendered by our principal accounting firm for the audit of the Company’s annual financial statements and the review of its comparative interim financial statements. (2) “Audit-related fees” means the aggregate fees billed for professional services rendered by the Company’s principal accounting firm for the assurance and related services, which mainly included comfort letters and translation of financial statements, and are not reported under “Audit fees” above. (3) “Tax fees” means the aggregate fees billed for professional services rendered by the Company’s principal accounting firm for tax compliance, tax advice and tax planning. (4) “Other fees” means the aggregate fees incurred in each of the fiscal years listed for the professional services rendered by the Company’s principal accounting firm other than services reported under “Audit fees,” “Audit-related fees” and “Tax fees.” The policy of the Company’s Audit Committee is to pre-approve all non-audit services provided by PricewaterhouseCoopers LLP, its independent registered public accounting firm, including audit services, audit-related services, tax services, and other services as described above. ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not Applicable. ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Not Applicable. ITEM 16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT Not applicable. ITEM 16.G. CORPORATE GOVERNANCE The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act and its common shares are listed on NASDAQ. NASDAQ Marketplace Rule 5615(a) (3) permits a foreign private issuer to follow its home country practices in lieu of certain requirements in the NASDAQ Listing Rules. A foreign private issuer that follows home country practices in lieu of certain corporate governance provisions of the NASDAQ Listing Rules must disclose each NASDAQ corporate governance requirement that it does not follow and include a brief statement of the home country practice the issuer follows in lieu of the NASDAQ corporate governance requirement(s), either on its website or in its annual filings with the Commission. A description of the significant ways in which the Registrant’s corporate governance practices differ from those followed by domestic companies pursuant to the applicable NASDAQ Listing Rules is as follows: 92 Shareholder Meeting Quorum Requirement: The NASDAQ minimum quorum requirement for a shareholder meeting under Rule 5620(c) is one-third of the outstanding shares of common voting stock. Our quorum requirement is set forth in our by-laws. A quorum for our shareholder meeting is two persons present in person or by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting entitled to vote at the meeting and holding or representing by proxy not less than 10% of the votes entitled to be cast at the meeting. Shareholder Approval Exemption: Rule 5635 sets forth circumstances under which shareholder approval is required prior to certain types of security issuances. Pursuant to the NASDAQ Stock Market Rules, a company must receive prior shareholder approval for transactions involving: (1) the sale, issuance or potential issuance by a listed company of its common stock (or securities convertible into or exercisable for its common stock) (i) at a price less than the greater of book value or market value, and (ii) which together with sales by officers, directors, or substantial stockholders, is equal to 20% or more of the company’s shares of common stock or 20% or more of the voting power outstanding before the issuance; or (2) the sale, issuance or potential issuance by a listed company of common stock (or securities convertible into or exercisable common stock) (i) at a price less than the greater of book value or market value, and (ii) is equal to 20% or more of the company’s shares of common stock or 20% or more of the voting power outstanding before the issuance. In the event of an issuance meeting the criteria set forth above, we may not be required to seek prior shareholder approval under applicable Canadian law and the rules of the TSX, and, if that is the case, we will submit a certification to NASDAQ from independent Canadian counsel to such effect. The foregoing is consistent with the applicable laws in Canada and the rules of the TSX. ITEM 16.H. MINE SAFETY DISCLOSURE Not applicable. ITEM 16.I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 17: FINANCIAL STATEMENTS Financial Statements Filed as Part of this Annual Report: Audited Annual Financial Statements as at December 31, 2020, 2021 and 2022: Report of Independent Registered Public Accounting Firm of PricewaterhouseCoopers LLP (PCAOB Firm ID271); Consolidated Statements of Financial Position as at December 31, 2021 and 2022; Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2021 and 2022; Consolidated Statements of Changes in Shareholder Equity (Deficiency) for the years ended December 31, 2020, 2021 and 2022; Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2021 and 2022; Notes to the Consolidated Financial Statements. ITEM 18: FINANCIAL STATEMENTS Refer to Item 17. Financial Statements. 93 ITEM 19. EXHIBITS The following Exhibits are being filed as part of this Annual Report, or are incorporated by reference where indicated: Exhibit Number Description 1.1* Articles of Incorporation and By-laws of IMV Inc. 2.1 Form of Common Share Purchase Warrant (incorporated herein by reference to exhibit 99.3 to IMV Inc.’s Form 6-K (No. 001-38480) filed December 20, 2022) 2.2 Form of Pre-Funded Common Share Purchase Warrant (incorporated herein by reference to exhibit 99.4 to IMV Inc.’s Form 6-K (No. 001-38480) filed December 20, 2022) 2.3 Warrant Indenture dated as of July 20, 2021 between IMV Inc. and Computershare Trust Company of Canada (incorporated herein by reference to exhibit 99.1 to IMV Inc.’s Form 6-K (No. 001-38480) filed July 21, 2021) 2.4 Description of Securities (incorporated herein by reference from the description of IMV Inc.’s common shares contained in the Registration Statement on Form 40-F (No. 001-38480) filed May 1, 2018, as amended on May 25, 2018) 4.1† Venture Loan and Security Agreement, dated as of December 17, 2021, by and between Horizon Technology Finance Corporation, as a lender and collateral agent, Powerscourt Investments XXV, LP, as lender, and IMV Inc., Immunovaccine Technologies Inc., and IMV USA Inc., as borrowers (incorporated herein by reference to exhibit 99.2 to IMV Inc.’s Form 6-K (No. 001-38480) filed December 27, 2021) 4.1.1* Funding Certificate dated June 21, 2022 4.2*+ License Agreement dated July 12, 2010 by and between MERCK KGaA and Immunovaccine Technologies Inc. 4.3* Securities Purchase Agreement dated December 16, 2022, by and between IMV Inc. and each purchaser identified on the signature pages thereto 4.4 Equity Distribution Agreement dated August 4, 2022 between IMV Inc. and Piper Sandler & Co. (incorporated herein by reference to exhibit 99.2 to IMV Inc.’s Form 6-K (No. 001-38480) filed August 5, 2022) 4.5* Lease dated July 26, 2021 by and between GiGi Capital, LLC and IMV USA Inc. 4.6* Lease dated February 8, 2018 by and between TNC 120-140 Eileen Stubbs Ltd. and Immunovaccine Technologies Inc. 4.7*+† Employment Contract, effective January 1, 2022, by and between IMV USA Inc. and Andrew Hall 4.8*† Employment Contract, effective September 15, 2022, by and between IMV Inc. and Brittany Davison 4.9*† Employment Contract, effective June 14, 2021, by and between IMV Inc. and Jeremy R. Graff 4.10† IMV Inc. Amended Deferred Share Unit Plan (effective December 21, 2016, as amended on June 29, 2020 and June 29, 2022) (incorporated herein by reference to exhibit 4.1 to IMV Inc.’s Form S-8 (No. 333-268936) filed December 21, 2022) 4.10.1*† Form of Deferred Share Unit Agreement 4.11† IMV Inc. Amended Stock Option Plan (effective September 25, 2009, as amended on April 12, 2010, on September 15, 2011, on November 15, 2012, on April 30, 2013, on October 10, 2014, on March 20, 2015, on March 7, 2017, on May 30, 2018, on May 9, 2019 and on June 18, 2021) (incorporated herein by reference to exhibit 4.1 to IMV Inc.’s Form S-8 (No. 333-263867) filed March 25, 2022) 8.1* Subsidiaries of IMV Inc. 11.1* Code of Conduct 12.1* Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 12.2* Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 13.1# Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13.2# Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 94 15.1* Consent of independent registered public accounting firm (PricewaterhouseCoopers LLP) (PCAOB ID #271) 15.2* Management’s Discussion and Analysis for the year ended December 31, 2022 101.INS* XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language (iXBRL) and contained in Exhibit 101) * Filed herewith. # Furnished herewith. † Indicates a management contract or compensatory plan or arrangement. + Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of Regulation S-K. SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. IMV Inc. /s/ Brittany Davison By: Brittany Davison Title: Chief Accounting Officer Date: March 15, 2023 95 Consolidated Financial Statements December 31, 2022 March 15, 2023 Management’s Responsibility for Financial Reporting The accompanying consolidated financial statements of IMV Inc. (the “Corporation”) are the responsibility of management and have been approved by the Board of Directors. The consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The consolidated financial statements include some amounts and assumptions based on management’s best estimates which have been derived with careful judgment. In fulfilling its responsibilities, management has developed and maintains a system of internal accounting controls. These controls are designed to ensure that the financial records are reliable for preparation of the consolidated financial statements. The Audit Committee of the Board of Directors reviewed and approved the Corporation’s consolidated financial statements and recommended their approval by the Board of Directors. (signed) “Andrew Hall” (signed) “Brittany Davison” Chief Executive Officer Chief Accounting Officer Approved on behalf of the Board of Directors (signed) “Michael Bailey”, Director (signed) “Kyle Kuvalanka”, Director Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of IMV Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial position of IMV Inc. and its subsidiaries (together, the Company) as of December 31, 2022 and 2021, and the related consolidated statements of equity (deficiency), of loss and comprehensive loss and of cash flows for the years ended December 31, 2022, 2021 and 2020, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years ended December 31, 2022, 2021 and 2020 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). Substantial Doubt About the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Québec, Canada March 15, 2023 We have served as the Company’s auditor since 2003. PricewaterhouseCoopers LLP Place de la Cité, Tour Cominar, 2640 Laurier Boulevard, Suite 1700, Québec, Quebec, Canada G1V 5C2 T: +1 418 522 7001, F: +1 418 522 5663 “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. F-1 IMV Inc. Consolidated Statements of Financial Position (Expressed in thousands of United States dollars except for share and per share amounts) December 31, 2022 $ December 31, 2021 $ Assets Current assets Cash and cash equivalents 21,223 38,616 Amounts receivable (note 5) 727 602 Prepaid expenses 4,440 6,037 Investment tax credits receivable 1,198 1,135 27,588 46,390 Property and equipment (note 8) 3,760 3,731 31,348 50,121 Liabilities Current liabilities Accounts payable, accrued and other liabilities (note 6) 9,037 8,607 Current portion of long-term debt (note 9) 47 73 Current portion of lease obligation (note 7) 320 265 Warrant liabilities (note 10) 16 318 9,420 9,263 Lease obligation (note 7) 1,119 1,387 Long-term debt (note 9) 27,411 17,929 37,950 28,579 Equity (Deficiency) (6,602) 21,542 31,348 50,121 Going concern (note 1) Subsequent event (note 22) The accompanying notes form an integral part of these audited annual consolidated financial statements. F-2 IMV Inc. Consolidated Statements of Equity (Deficiency) (Expressed in thousands of United States dollars except for share and per share amounts) Share capital $ Contributed surplus $ Warrants $ Deficit $ Accumulated other comprehensive income $ Total $ (note 11) (note 12) (note 13) Balance, December 31, 2019 (recast – note 2) 90,294 6,676 254 (92,272) – 4,952 Net loss for the period – – – (26,059) – (26,059) Other comprehensive income – – – – 2,660 2,660 Total comprehensive loss for the period – – – (26,059) 2,660 (23,399) Issuance of shares in public equity offering 30,000 – – – – 30,000 Share issuance costs in a public equity offering (1,494) – – – – (1,494) Issuance of shares and warrants in private placement 15,117 – 2,678 – – 17,795 Share and warrant issuance costs in private placement (108) – – – – (108) Warrants exercised 2,286 (565) 1,721 Warrants expired – 251 (251) – – – Deferred Share Units: Value of services recognized – 401 – – – 401 Redemption, net of taxes 128 (132) – – – (4) Employee share options: Value of services recognized – 753 – – – 753 Exercise of options 482 (297) – – – 185 Balance, December 31, 2020 (recast – note 2) 136,705 7,652 2,116 (118,331) 2,660 30,802 Net loss and comprehensive loss for the period – – – (36,589) – (36,589) Issuance of shares and warrants in public equity offerings 20,692 – 6,643 – – 27,335 Share and warrant issuance costs in public equity offerings (1,709) – (563) – – (2,272) Deferred Share Units: – – – Value of services recognized – 583 – – – 583 Redemption, net of taxes 331 (432) (101) Employee share options: Value of services recognized – 1,738 – – – 1,738 Exercise of options 217 (171) – – – 46 Balance, December 31, 2021 156,236 9,370 8,196 (154,920) 2,660 21,542 F-3 IMV Inc. Consolidated Statements of Equity (Deficiency) (continued) (Expressed in thousands of United States dollars except for share and per share amounts) Share capital $ Contributed surplus $ Warrants $ Deficit $ Accumulated other comprehensive income $ Total $ (note 11) (note 12) (note 13) Balance, December 31, 2021 156,236 9,370 8,196 (154,920) 2,660 21,542 Net loss and comprehensive loss for the period – – – (37,991) – (37,991) Issuance of shares in public equity offerings 1,605 4,143 3,394 – – 9,142 Share issuance costs in public equity offerings (306) (618) (507) – – (1,431) Exercise of pre-funded warrants, net of issuance costs 562 (562) – – – – Warrants expired – 2,350 (2,350) – – – Issuance of broker warrants in a public equity offering (55) (157) 212 – – – Deferred Share Units: Redemption, net of taxes 64 (116) – – – (52) Value of services recognized – 608 – – – 608 Employee share options: Value of services recognized – 1,580 – – – 1,580 Balance, December 31, 2022 158,106 16,598 8,945 (192,911) 2,660 (6,602) The accompanying notes form an integral part of these audited annual consolidated financial statements. F-4 IMV Inc. Consolidated Statements of Loss and Comprehensive Loss (Expressed in thousands of United States dollars except for share and per share amounts) December 31, 2022 $ December 31, 2021 $ December 31, 2020 $ (Recast - note 2) Income Interest income 329 188 225 Expenses Research and development 23,281 23,080 19,904 General and administrative 16,986 16,020 11,344 Government assistance (1,775) (3,230) (4,991) Accreted interest and valuation adjustments (note 9) (172) 907 27 38,320 36,777 26,284 Net loss for the year (37,991) (36,589) (26,059) Other comprehensive income Currency translation adjustment (note 2) – – 2,660 Net loss and comprehensive loss for the year (37,991) (36,589) (23,399) Basic and diluted loss per share (note 14) (4.55) (4.93) (3.88) Weighted average shares outstanding (note 14) 8,343,455 7,419,844 6,030,526 On December 7, 2022, the Corporation completed a share consolidation on the basis of one new common share for every 10 currently outstanding common shares. Per share amounts and numbers of outstanding common shares, stock options and deferred share units reflect the retrospective application of the share consolidation (see note 21) The accompanying notes form an integral part of these audited annual consolidated financial statements. F-5 IMV Inc. Consolidated Statements of Cash Flows (Expressed in thousands of United States dollars except for share and per share amounts) December 31, 2022 $ December 31, 2021 $ December 31, 2020 $ (recast – note 2) Cash provided by (used in) Operating activities Net loss for the year (37,991) (36,589) (23,399) Charges to operations not involving cash Depreciation of property and equipment 1,002 541 384 Accreted interest and valuation adjustments (260) 907 27 Fair value adjustment on government loan (188) (367) (491) Loss on disposal of property and equipment 21 30 54 Deferred share unit compensation 608 583 401 Stock-based compensation 1,580 1,738 753 Fair value adjustment on warrant liabilities 88 – – (35,140) (33,157) (22,271) Net change in non-cash working capital related to operations (Increase) decrease in amounts receivable (125) 972 (925) Decrease (increase) in prepaid expenses 2,082 (1,214) (1,229) (Increase) decrease in investment tax credits receivable (63) 384 (243) (Decrease) increase in accounts payable (150) 970 1,401 (33,396) (32,045) (23,267) Financing activities Proceeds from issuance of share capital and warrants in private placement – – 17,795 Share and warrant issuance costs in private placement – – (108) Proceeds from public equity offerings 9,142 27,335 30,000 Share, share equivalent and warrant issuance costs in public equity offerings (1,431) (2,272) (1,494) Proceeds from the exercise of stock options – 46 185 Proceeds from the exercise of warrants – – 1,721 Proceeds from long-term debt 10,000 14,836 704 Repayment of long-term debt (73) (4,069) (31) Repayment of lease obligation (228) (114) (80) 17,410 35,762 48,692 Investing activities Acquisition of property and equipment (1,074) (1,402) (331) Net change in cash and cash equivalents during the year (17,060) 2,315 25,094 Cash and cash equivalents – Beginning of year 38,616 36,268 10,805 Effect of foreign exchange on cash and cash equivalents (333) 33 369 Cash and cash equivalents – End of year 21,223 38,616 36,268 Supplementary cash flow Interest received 329 188 225 Interest paid 2,236 239 140 The accompanying notes form an integral part of these annual audited consolidated financial statements. F-6 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 1 Nature of operations and going concern IMV Inc. (the “Corporation” or “IMV”) is, through its 100% owned subsidiaries, a clinical-stage biopharmaceutical company developing a novel class of cancer vaccines based on DPX®, our immune-educating technology platform. DPX is designed to inform a specific, coordinated and persistent anti-tumor immune response, that could change the lives of patients with cancer. DPX can package a wide range of bioactive molecules in a single formulation to incite the tumor-killing function of multiple, distinct immune cell subtypes. IMV’s lead therapeutic candidate, maveropepimut-S (“MVP-S”), is a DPX-based cancer vaccine that delivers antigenic peptides from survivin, a well-recognized cancer antigen commonly overexpressed in advanced cancers. Survivin is overexpressed in most solid and hematologic tumors but rarely found in normal adult tissues. MVP-S is currently being evaluated in multiple clinical trials in patients with treatment refractory cancers like Diffuse Large B Cell Lymphoma and ovarian cancer. MVP-S is also being evaluated in earlier-stage trials in a neoadjuvant setting in bladder and breast cancers. The Corporation has one reportable and geographic segment. Incorporated under the Canada Business Corporations Act and domiciled in Dartmouth, Nova Scotia, Canada the shares of the Corporation are listed on the Nasdaq Stock Market and the Toronto Stock Exchange under the symbol “IMV”. The Corporation’s principal place of business is 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia, Canada and it also has corporate offices in Cambridge, MA and Quebec, QC. These financial statements have been prepared using International Financial Reporting Standards applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. Since the Corporation’s inception, the Corporation’s operations have been financed through the sale of shares, issuance of debt, revenue from subcontracts, interest income on funds available for investment, government assistance and income tax credits. The Corporation has incurred significant operating losses and negative cash flows from operations since inception and has an accumulated deficit of $192,911 as at December 31, 2022. The ability of the Corporation to continue as a going concern is dependent upon raising additional financing through equity and non-dilutive funding and partnerships. There can be no assurance that the Corporation will have sufficient capital to fund its ongoing operations, and develop or commercialize any products without future financings. There can also be no assurance that the Common Shares will continue to be listed on the Nasdaq Stock Market LLC (“Nasdaq”), including as it relates to the Corporation regaining compliance with the Nasdaq listing requirements, such as the market value of listed securities. These material uncertainties cast substantial doubt as to the Corporation’s ability to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The Corporation is currently pursuing financing alternatives that may include equity, debt, and non-dilutive financing alternatives including co-development through potential collaborations, strategic partnerships or other transactions with third parties, and merger and acquisition opportunities. There can be no assurance that additional financing will be available on acceptable terms or at all. If the Corporation is unable to obtain additional financing when required, the Corporation may have to substantially reduce or eliminate planned expenditures or the Corporation may be unable to continue operations. The Corporation’s ability to continue as a going concern is dependent upon its ability to fund its research and development programs and defend its patent rights. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statements of financial position classifications that would be necessary if the Corporation were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. F-7 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 1 Nature of operations and going concern (continued) An outbreak of a novel strain of coronavirus, identified as “COVID-19”, was declared a global pandemic by the World Health Organization on March 11, 2020. The extent to which a resurgence of the pandemic may cause significant disruptions to IMV’s business and greater impacts to results of operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration and severity of outbreaks, including potential future waves or cycles, the variants and the effectiveness of actions to contain and treat COVID-19. The Corporation cannot predict the duration, scope and severity of any potential business shutdowns or disruptions, including to ongoing and planned clinical studies and regulatory approval prospects that may occur should there be a resurgence of COVID-19. Further prolonged shutdowns or other business interruptions upon a resurgence of the COVID-19 pandemic could result in material and negative effects to the Corporation’s ability to conduct its business in the manner and on the timelines currently planned, which could have a material adverse impact on IMV’s business, results of operations, and financial condition. The COVID-19 pandemic continues to evolve, and the Corporation will continue to monitor any effect of COVID-19 on its business. 2 Basis of presentation The Corporation prepares consolidated financial statements in accordance with Canadian generally accepted accounting principles as set out in the Chartered Professional Accountants of Canada Handbook – Accounting Part I, which incorporates International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved by the Board of Directors on March 15, 2023. Functional and presentation currency Effective January 1, 2021, the Corporation has adopted the United States dollar (“USD”) as its functional and presentation currency. Prior to this date, the functional and presentation currency was the Canadian dollar (“CAD”). The change in the functional currency from the CAD to the USD was made to more closely reflect the primary economic environment in which the Corporation currently operates. As a result of the advancement of the Corporation’s development programs, the Corporation has incurred and anticipates incurring the majority of future operating costs including research and development costs denominated mainly in USD. In addition, these costs will be financed from USD proceeds received from At-the-Market distribution agreements (“ATM”) executed in 2020. The Corporation also anticipates that potential future sales revenues and financings will be primarily denominated in USD. As such, these consolidated financial statements are measured in USD. On January 1, 2021, the change in functional currency resulted in the assets and liabilities as of December 31, 2020 being translated in USD using the exchange rate in effect on that date, and equity transactions were translated at historical rates. The change in functional currency was applied prospectively. F-8 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 2 Basis of presentation (continued) Functional and presentation currency (continued) The change in presentation currency was applied retrospectively in accordance with IAS 8 – Accounting Policies, changes in Accounting Estimates and Errors, and therefore, these consolidated financial statements are presented in USD, together with the comparative information as at December 31, 2020 and December 31, 2021, for the year ended December 31, 2022. For comparative purposes, historical consolidated financial statements were recast in USD by translating assets and liabilities at the closing rate in effect at the end of the respective period, revenues, expenses and cash flows at the average rate in effect for the respective period and equity transactions at historical rates. Any exchange difference resulting from the translation was included in accumulated other comprehensive income presented in shareholders’ equity. 3 New standards and interpretations not yet adopted In January 2020, the IASB issued amendments to Presentation of financial statements (“IAS 1”) to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments to IAS 1 are effective for annual reporting periods beginning on or after January 1, 2024. The Corporation has evaluated the impact of this amendment on its consolidated financial statements and it does not expect a material impact on the consolidated financial statements. The IASB issued amendments to IAS 12, “Income Taxes”, on May 7, 2021. The amendments require companies to recognize deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. The Corporation has assessed the impact of amendments to IAS 12 and there will be no impact on the consolidated financial statements of the Corporation as a result of the adoption of this standard. There are no other standards, interpretations or amendments to existing standards that are not yet effective that are expected to have a material impact on the consolidated financial statements of the Corporation. 4 Significant accounting policies, judgements and estimation uncertainty Basis of measurement The consolidated financial statements have been prepared under the historical cost convention. Consolidation The financial statements of the Corporation consolidate the accounts of IMV Inc. and its subsidiaries. All intercompany transactions, balances and unrealized gains and losses from intercompany transactions are eliminated on consolidation. There are no non-controlling interests, therefore, all loss and comprehensive loss is attributable to the shareholders of the Corporation. F-9 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 4 Significant accounting policies, judgements and estimation uncertainty (continued) Foreign currency translation i) Functional and presentation currency Items included in the consolidated financial statements of the Corporation are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in United States dollars, which is the Corporation’s functional currency. ii) Transactions and balances Foreign currency translation of monetary assets and liabilities, denominated in currencies other than the Corporation’s functional currency, are converted at the rate of exchange in effect at the consolidated statements of financial position date. Revenue and expense items are translated at the rate of exchange in effect at the transaction date. Translation gains or losses are included in determining income or loss for the year. Cash and cash equivalents Cash and cash equivalents include cash on hand, balances with banks, and highly liquid temporary investments that are readily convertible to known amounts of cash. As of December 31, 2022, the Corporation did not have any cash equivalents. Financial instruments Financial assets and liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Corporation has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount is reported in the consolidated statements of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Corporation are recognised at the proceeds received, net of direct issue costs. Compound instruments The component parts of loan notes issued by the Corporation are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished. F-10 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 4 Significant accounting policies, judgements and estimation uncertainty (continued) Financial instruments (continued) Transaction costs that relate to the issue of the loan notes are allocated to the liability and compound instruments in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible loan notes using the effective interest method. Classification and subsequent measurement Financial instruments are classified into the following specified categories: amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The classification depends on the nature and purpose of the financial instrument and is determined at the time of initial recognition. Financial instruments do not include amounts due to or from government entities. Derivatives embedded in contracts where the host is a financial liability are separated from the host debt contract and accounted for separately unless an election is made to account for the whole debt instrument at FVTPL or if they are not closely related to the host contract. The Corporation has implemented the following classifications: ● Cash and cash equivalents and amounts receivable are classified as amortized cost. After their initial fair value measurement, they are measured at amortized cost using the effective interest method; and ● Accounts payable, accrued and other liabilities, amounts due to directors and long-term debt are classified as other amortized cost. After their initial fair value measurement, they are measured at amortized cost using the effective interest method. ● Warrant liabilities are classified as FVTPL and are remeasured each reporting period. Impairment of financial assets The Corporation applies the simplified method of the expected credit loss model required under IFRS 9, Financial Instruments. Under this method, the Corporation estimates a lifetime expected loss allowance for all receivables. Receivables are written off when there is no reasonable expectation of recovery. If there is objective evidence that an impairment loss has occurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows. The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. Property and equipment Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Corporation and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period in which they are incurred. F-11 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 4 Significant accounting policies, judgements and estimation uncertainty (continued) Property and equipment (continued) Depreciation of property and equipment is calculated using the declining-balance method, with the exception of leasehold improvements and right-of-use assets, at the following annual rates: Computer equipment 30% Computer software 100% Furniture and fixtures 20% Laboratory equipment 20% Leasehold improvements and right-of-use assets straight-line Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted if appropriate. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of general and administrative expenses in the consolidated statements of loss and comprehensive loss. Property and equipment and intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash- generating units or “CGU”s). The recoverable amount is the higher of an asset’s fair value less the costs to sell, and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The Corporation evaluates impairment losses for potential reversals when events or circumstances warrant such consideration. Leases Under IFRS 16, Leases, the Corporation assesses whether a contract is or contains a lease based on the definition of a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Corporation assesses whether: ● the contract involves the use of an identified asset, specified either explicitly or implicitly, that is physically distinct, and usage represents substantially all of the capacity of the asset; ● the Corporation has the right to obtain substantially all of the economic benefits from use of the asset; and ● the Corporation has the right to direct use of the asset, which is evidenced by decision-making rights to direct how and for what purpose the asset is used. The Corporation recognizes an asset and a lease liability at the lease commencement date. The asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made F-12 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 4 Significant accounting policies, judgements and estimation uncertainty (continued) Leases (continued) at or before the commencement date, plus any initial direct costs incurred, less any incentives received. The asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the asset or the end of the lease term. The estimated useful lives of leased assets are determined on the same basis as those of property and equipment. The carrying amount of the leased asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability, if any. The lease liability is initially measured at the present value of future lease payments, discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Corporation’s incremental borrowing rate. Generally, the Corporation uses its incremental borrowing rate as the discount rate. The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured if the Corporation changes its assessment of whether it will exercise a purchase, extension, or termination option. If the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the leased asset, or is recorded in the consolidated statements of loss and comprehensive loss if the carrying value of the leased asset is zero. The Corporation has elected not to recognize assets and lease liabilities for short-term leases with a term of 12 months or less, and leases of low value assets. The lease payments associated with these leases are recognized as an expense in the consolidated statements of loss and comprehensive loss over the lease term. Low value assets consist primarily of computers and information technology equipment. Income tax Income tax is comprised of current and deferred income tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. In general, deferred income tax is recognized in respect of temporary differences including non-refundable investment tax credits, arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the consolidated statements of financial position date and are expected to apply when the deferred income tax asset or liability is settled. Deferred income tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except in the case of subsidiaries, where the timing of the reversal of F-13 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 4 Significant accounting policies, judgements and estimation uncertainty (continued) Income tax (continued) the temporary difference is controlled by the Corporation and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are presented as non-current. Research and development All research costs are expensed in the period incurred. Development costs are expensed in the period incurred, unless they meet the criteria for capitalization, in which case, they are capitalized and then amortized over the useful life. Development costs are written off when there is no longer an expectation of future benefits. Revenue recognition Revenue is recognized as the Corporation satisfies its performance obligations under the terms of the contract. Performance obligations are considered to be satisfied when the customer obtains control of the related asset. Current and expected future revenue streams include: (i) milestone payments generated upon entering into potential contractual partnerships and achieving development and sales milestones; (ii) future royalties generated from the eventual commercialization of the Corporation’s products; and (iii) amounts generated for providing formulation and research support services related to existing licensing and research agreements with partners. Revenue resulting from formulation services is recognized in the accounting period in which the formulation is delivered to the customer. Typically, the customer does not have control of the asset while services are being performed and, therefore, revenues are recognized at the time the Corporation has completed its obligation and the customer obtains control of the asset. Revenue resulting from research support services is recognized over time as the services are performed, as the customer benefits simultaneously from the service, and as the Corporation satisfies its performance obligation. The Corporation expects to generate upfront payments, milestone and royalty revenues from future licenses for the Corporation’s products. Upfront payments and milestones will be recognized as revenue when or as the underlying obligations are achieved and are not conditional on any further performance, which could be at a point in time or over time depending on the contractual terms. Royalty revenue will be recognized in the period in which the Corporation earns the royalty. The Corporation does not generate licensing or royalty revenues at this time. Share capital Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from share capital. Loss per share Basic loss per share (“LPS”) is calculated by dividing the net loss for the year attributable to equity owners of the Corporation by the weighted average number of common shares and common share equivalents outstanding during the year (note 14). F-14 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 4 Significant accounting policies, judgements and estimation uncertainty (continued) Loss per share (continued) Diluted LPS is calculated by adjusting the weighted average number of common shares outstanding for dilutive instruments. The number of shares included with respect to options, warrants and similar instruments is computed using the treasury stock method. Stock-based compensation plan The Corporation grants stock options to certain employees and non-employees. Beginning January 1, 2018, stock options typically vest over three years (33 1/3% per year) and expire after five to ten years. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period by increasing contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately. A holder of an option may, rather than exercise such option, elect a cashless exercise of such option payable in common shares equaling the amount by which the value of an underlying share at that time exceeds the exercise price of such option or warrant to acquire such share. Deferred share unit plan (“DSU” Plan) The Corporation grants deferred share units (“DSUs”) to members of its Board of Directors (“Board Members”), who are not employees or officers of the Corporation. DSUs cannot be redeemed until the holder is no longer a director of the Corporation and are considered equity-settled instruments. In accordance with the DSU Plan, DSUs for ongoing services are granted quarterly and vest immediately. The Board Members can also grant DSUs at its discretion, which may vest over time. The value attributable to DSUs is based on the market value at the time of grant and a compensation expense is recognized in general and administrative expenses on the consolidated statements of loss and comprehensive loss in accordance with the vesting terms. At the time of redemption, each DSU may be exchanged for one common share of IMV Inc., net of applicable withholding taxes. Government assistance Government assistance consists of non-repayable government grants, from a number of government agencies and the difference between the fair value and the book value of repayable low-interest government loans, recorded initially at fair value. Government assistance is recorded in the period earned using the cost reduction method and is included in government assistance on the consolidated statements of loss and comprehensive loss. Research and development tax credits Refundable investment tax credits relating to scientific research and experimental development expenditures (“SR&ED”) are recorded in the accounts in the fiscal period in which the qualifying expenditures are incurred provided there is reasonable assurance that the tax credits will be realized. Refundable investment tax credits, in connection with SR&ED activities, are accounted for using the cost reduction method and included in government assistance on the statements of loss and comprehensive loss. Amounts recorded for refundable F-15 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 4 Significant accounting policies, judgements and estimation uncertainty (continued) Research and development tax credits (continued) investment tax credits are calculated based on the expected eligibility and tax treatment of qualifying SR&ED expenditures recorded in the Corporation’s consolidated financial statements. Critical accounting estimates and judgments The Corporation makes estimates and assumptions concerning the future that will, by definition, seldom equal actual results. The following are the estimates and judgments applied by management that most significantly affect the Corporation’s consolidated financial statements. The following estimates and judgments have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Calculation of initial fair value and carrying amount of long-term debt Atlantic Canada Opportunities Agency (“AOCA”) conditionally repayable loans (“Conditional ACOA”) loans The initial fair value of the Conditional ACOA loans is determined by using a discounted cash flow analysis for each of the loans, which require a number of assumptions. The difference between the face value and the initial fair value of the Conditional ACOA loans is recorded in the consolidated statements of loss and comprehensive loss as government assistance. The carrying amount of the Conditional ACOA loans requires management to adjust the long-term debt to reflect actual and revised estimated cash flows whenever revised cash flow estimates are made or new information related to market conditions is made available. Management recalculates the carrying amount by computing the present value of the estimated future cash flows at the original effective interest rate. Any adjustments are recognized in the consolidated statements of loss and comprehensive loss as accreted interest and other adjustments after initial recognition. The significant assumptions used in determining the discounted cash flows include estimating the amount and timing of future revenue for the Corporation and the discount rate. As the Conditional ACOA loans are repayable based on a percentage of gross revenue, if any, the determination of the amount and timing of future revenue significantly impacts the initial fair value of the loan, as well as the carrying value of the Conditional ACOA loans at each reporting date. The expected revenue streams include i) estimated royalties generated from the eventual commercialization of the Corporation’s products, and ii) estimated milestone payments generated upon entering into potential contractual partnerships and achieving development and sales milestones. The amount and timing of estimated milestone payments forecasted are earlier and less predictable, therefore, changes in the amount and timing of milestone payments could have a significant impact on the fair value of the loans. Further, the Corporation is in the early stages of research for its product candidates; accordingly, determination of the amount and timing of any revenue streams requires significant judgment by management. F-16 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 4 Significant accounting policies, judgements and estimation uncertainty (continued) Critical accounting estimates and judgement (continued) The discount rate determined on initial recognition of the Conditional ACOA loans is used to determine the present value of estimated future cash flows expected to be required to settle the debt. In determining the appropriate discount rates, the Corporation considered the interest rates of similar long-term debt arrangements with similar terms. The Conditional ACOA loans are repayable based on a percentage of gross revenue, if any; accordingly, finding financing arrangements with similar terms is difficult and management was required to use significant judgment in determining the appropriate discount rates. Management used a discount rate of 35% to discount the Conditional ACOA loans. If the weighted average discount rate used in determining the initial fair value and the carrying value at each reporting date of all Conditional ACOA loans, with repayment terms based on future revenue, had been determined to be higher by 10%, or lower by 10%, the carrying value of the long-term debt as at December 31, 2022 would have been an estimated $561 lower or $754 higher, respectively. A 10% increase or decrease in the total forecasted revenue would not have a significant impact on the amount recorded for the loans. If the total forecasted revenue were reduced to $nil, no amounts would be forecast to be repaid on the Conditional ACOA loans, and the Conditional ACOA loans payable at December 31, 2022 would be recorded at $nil, which would be a reduction in the liability of $2,905. If the timing of the receipt of forecasted future revenue was delayed by two years, the carrying value of the long-term debt at December 31, 2022 would have been an estimated $1,311 lower. 5 Amounts receivable December 31, 2022 $ December 31, 2021 $ Amounts due from government assistance – 16 Sales tax receivable 698 576 Other 29 10 727 602 6 Accounts payable, accrued and other liabilities December 31, 2022 $ December 31, 2021 $ Trade payables 3,186 4,628 Accrued and other liabilities 5,849 3,893 Payroll taxes 2 17 Amounts due to Directors – 69 9,037 8,607 F-17 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 7 Lease obligation Amount $ Balance – December 31, 2020 (recast – note 2) 1,062 Additions 701 Repayment of lease obligation (260) Accreted interest 146 Currency translation adjustment 3 Balance – December 31, 2021 1,652 Additions and valuation adjustments 105 Repayment of lease obligation (430) Accreted interest 202 Currency translation adjustment (90) Balance – December 31, 2022 1,439 Less: Current portion (320) Non-current portion 1,119 The Corporation recognizes a right-of-use asset and lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the liability, discounted at an incremental borrowing rate of 11%, adjusted for any payments made before the commencement date, plus any initial direct costs, less any lease incentives received. During the year ended December 31, 2022, the Corporation recognized $108 (2021 - $719; 2020 - $131) in right-of-use assets in property and equipment on the statements of financial position and recognized $16 in expenses related to low-value and short-term leases (2021 - $16; 2020 - $15) and $139 (2021 - $146; 2020 - $127) related to variable lease payments not included in measurement of lease liabilities on the consolidated statements of loss and comprehensive loss. F-18 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 8 Property and equipment Computer equipment and software $ Furniture and fixtures $ Laboratory equipment $ Right-of-use assets $ Leasehold improve- ments $ Total $ Year ended December 31, 2021 Opening net book value 95 110 605 925 486 2,221 Additions 112 9 1,115 719 166 2,121 Disposals Cost – – (98) – – (98) Accumulated depreciation – – 69 – – 69 Depreciation for the year (48) (24) (145) (217) (107) (541) Impact of foreign exchange rate changes (3) – (23) (12) (3) (41) Closing net book value 156 95 1,523 1,415 542 3,731 As at December 31, 2021 Cost 496 195 2,342 1,951 819 5,803 Accumulated depreciation (347) (102) (836) (546) (282) (2,113) Impact of foreign exchange rate changes 7 2 17 10 5 41 Net book value 156 95 1,523 1,415 542 3,731 Year ended December 31, 2022 Opening net book value 156 95 1,523 1,415 542 3,731 Additions 267 2 856 108 26 1,259 Disposals Cost (99) – (40) – – (139) Accumulated depreciation 81 – 37 – – 118 Depreciation for the year (179) (19) (323) (319) (162) (1,002) Impact of foreign exchange rate changes (10) (4) (104) (66) (23) (207) Closing net book value 216 74 1,949 1,138 383 3,760 As at December 31, 2022 Cost 630 186 2,993 1,944 798 6,551 Accumulated depreciation (432) (117) (1,087) (840) (432) (2,908) Impact of foreign exchange rate changes 18 5 43 34 17 117 Net book value 216 74 1,949 1,138 383 3,760 F-19 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 9 Long-term debt December 31, 2022 $ December 31, 2021 $ ACOA Atlantic Innovation Fund (“AIF”), interest-free loan1 with a maximum contribution of CAD$3,786. Annual repayments, commencing December 1, 2008, are calculated as a percentage of gross revenue for the preceding fiscal year, at 2% when gross revenues are less than CAD$5,000 and 5% when gross revenues are greater than CAD$5,000. As at December 31, 2022, the amount drawn down on the loan, net of repayments, is $2,927 (2021 - $2,927). 1,123 1,088 ACOA AIF, interest-free loan1 with a maximum contribution of CAD$3,000. Annual repayments, commencing December 1, 2011, are calculated as a percentage of gross revenue for the preceding fiscal year, at 2% when gross revenues are less than CAD$5,000 and 5% when gross revenues are greater than CAD$5,000. As at December 31, 2022, the amount drawn down on the loan is $2,341 (2021 - $2,341). 898 911 ACOA Business Development Program, interest-free loan with a maximum contribution of CAD$395, repayable in monthly payments commencing October 2015 of CAD$3 until October 2017 and CAD$6 until June 2023. As at December 31, 2022, the amount drawn down on the loan, net of repayments, is $24 (2021 - $78). 24 76 ACOA AIF, interest-free loan1 with a maximum contribution of CAD$2,944, annual repayments commencing September 1, 2014, are calculated as a percentage of gross revenue from specific product(s) for the preceding fiscal year, at 5% for the first 5 years and 10%, thereafter. As at December 31, 2022, the amount drawn down on the loan is $2,303 (2021 - $2,303). 884 937 TNC 120-140 Eileen Stubbs Ltd. (the Landlord) loan, with an original balance of CAD$300, bearing interest at 8% per annum, is repayable in monthly payments of $4 beginning February 1, 2019 until May 1, 2028. As at December 31, 2022, the balance on the loan is $148 (2021 - $179). 148 179 F-20 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 9 Long-term debt (continued) ACOA Regional Economic Growth through Innovation1 – Business Scale-Up and Productivity Program, interest-free loan with a maximum contribution of CAD$1,000. Annual repayments, commencing September 1, 2022, are calculated as a percentage of gross revenue from DPX-COVID-19 product(s) for the preceding fiscal year, at 5% when gross revenues are less than CAD$5,000 and 10% when gross revenues are greater than CAD$5,000. As at December 31, 2022 the Corporation has been relieved from its obligation by way of a debt forgiveness letter received from ACOA, therefore the carrying value is $nil (2021 - $704). – 192 Venture loan with Horizon Technology Finance Corporation and Powerscourt investments XXV, LP (“Venture Loan”) bearing interest at The Wall Street Journal prime rate plus 5.75%, compounded annually and payable monthly, maturity on July 1, 2025, with effective interest rate of 13.06%. As at December 31, 2022, the amount drawn down on the loan is $25,000 (2021 - $15,000) 24,381 14,619 27,458 18,002 Less: current portion 47 73 27,411 17,929 1 These loans are repayable based on a percentage of gross revenue, if any. The carrying amount of these loans is reviewed each reporting period and adjusted as required to reflect management’s best estimate of future cash flows, based on a number of assumptions, discounted at the original effective interest rate. Total contributions received, less amounts that have been repaid as at December 31, 2022, is $32,743 (2021 - $23,532). The Corporation is in compliance with its debt covenants. Certain ACOA loans require approval by ACOA before the Corporation can pay management fees, bonuses, dividends or other distributions, or before there is any change of ownership of the Corporation. Venture Loan with Horizon Technology Finance Corporation and Powerscourt Investments XXV, LP On December 17, 2021, the Corporation was issued a $15,000 Venture Loan at a variable annual rate of published in The Wall Street Journal prime rate plus 5.75%, with an interest rate floor at 3.25% on the prime rate (effective interest rate of 13.06%). Interest is compounded annually and payable monthly on the first day of the month commencing January 1st, 2022. The Venture Loan maturity date is set 42 months from the first day of the month next following the month in which the loan was issued. In addition, a final payment of $750 is required by the contract. Concurrently to the Venture Loan issuance, six warrants were issued to the lender at an initial fair value of $318. Combined, these warrants allows the holder to purchase 45,454 shares at an exercise price of $13.20. On June 22, 2022, following the achievement of a pre-determined milestone, activation of it’s phase 2B AVALON trial in platinum-resistant ovarian cancer, the Corporation borrowed the remaining $10,000 under the Venture Loan, and the number of shares for which the attached warrants are exercisable increased by 11,364, to a total of F-21 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 9 Long-term debt (continued) 56,818. Transaction costs associated with the venture loan were $377 of which, $224 has been allocated to the debt component, $4 to the warrants and $149 to the loan commitment. Monthly pro rata principal repayments start after 24 months from loan inception. If a predetermined milestone is reached, the start date for the repayment of principal is deferred for 6 months, with no extension of maturity. The Corporation may, at its option, at any time, prepay all the outstanding Venture Loan by simultaneously paying to the lenders an amount equal to any accrued and unpaid interest, the outstanding principal balance and the final payments of the Venture Loan plus an amount equal to: a) 3% in the 18 first months of the loan; b) 2% in the months 19 to 30 of the loan; c) 1% in the last 12 months of the loan (31 to 42). The prepayment option is an embedded derivative, but has insignificant value as of December 31, 2022. The Venture Loan has a priority security interest in all assets of IMV, excluding intellectual property. IMV has entered into a negative pledge agreement regarding intellectual property with the lenders. The minimum annual principal repayments of long-term debt over the next five years, excluding the repayments of the Conditional ACOA loans for 2023 and beyond which are not determinable at this time, are as follows: $ Year ending December 31, 2023 47 2024 15,302 2025 9,749 2026 29 2027 31 December 31, 2022 $ December 31, 2021 $ Balance – Beginning of period 18,002 6,906 Borrowings 10,000 14,520 Accreted interest and valuation adjustments (260) 907 Revaluation of long-term debt (188) (367) Repayment of debt (73) (4,069) Currency translation adjustment (23) 105 Balance – End of period 27,458 18,002 Less: Current portion 47 73 Non-current portion 27,411 17,929 F-22 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 10 Warrant liabilities In conjunction with the Venture Loan with Horizon Technology Finance Corporation and Powerscourt Investments XXV, on December 17, 2021, six warrants have been issued to the lenders. Combined, these warrants allow the holder to purchase 45,454 common shares at an exercise price of $13.20 On June 22, 2022, in connection with the draw down of the remaining of $10,000 under the Venture Loan, the number of shares for which these warrants are exercisable increased to 56,818 with no change in exercise price. The warrants can be exercised at any moment from grant date to the 10 year anniversary and will be automatically exercised on expiration date. The holder can choose to exercise the warrant with a payment to the Corporation or exercise on a net issuance basis (cashless). This last feature breaches the fixed-for-fixed criterion, therefore the warrants are classified as financial liability and will be remeasured at FVTPL at each reporting period. The fair values of warrants are estimated using the Black-Scholes option pricing model. The weighted average assumptions used in the Black-Scholes valuation model for the periods presented were as follows: December 31, 2022 December 31, 2021 Risk-free interest rate 4.01% 0.94% Market price $ 2.43 $ 12.80 Expected volatility 102.21% 94.44% Expected dividend yield – – Expected life (years) 1.5 2.5 11 Share capital Authorized Unlimited number of common shares and preferred shares, issuable in series, all without par value. The per share amounts disclosed reflect the retrospective application of the share consolidation completed December 7, 2022 (note 22). Common shares # Amount $ Issued and outstanding Balance – December 31, 2019 (recast – note 2) 5,063,088 90,294 Issued for cash, net of issuance costs 1,561,178 43,515 Stock options exercised 16,209 482 DSUs redeemed 7,692 128 Warrants exercised 61,189 2,286 Balance – December 31, 2020 (recast – note 2) 6,709,356 136,705 Issued for cash, net of issuance costs 1,484,241 18,983 DSUs redeemed 14,586 331 Stock options exercised 8,350 217 Balance – December 31, 2021 8,216,533 156,236 Issued for cash, net of issuance costs 910,363 1,244 DSUs redeemed 10,050 64 Exercise of pre-funded warrants 423,276 562 Balance – December 31, 2022 9,560,222 158,106 F-23 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 11 Share capital (continued) As at December 31, 2022, a total of 7,576,411 shares (2021 – 1,683,787; 2020 – 452,338) are reserved to meet outstanding stock options, pre-funded warrants, warrants and deferred share units (“DSUs”). On December 20, 2022, the Corporation completed a public equity offering (“December 2022 Offering”), issuing an aggregate of 900,000 common shares and 2,548,276 pre-funded warrants at a price of $2.61 per unit, for aggregated gross proceeds of $9,000. The pre-funded warrants were determined to be common share equivalents. Each unit consisted of one common share or equivalent and one common share purchase warrant, with each warrant entitling the holder to acquire one common share of the Corporation at an exercise price of $2.50 for a period of 60 months expiring on December 16, 2027. The value allocated to the common shares, pre-funded warrants, and purchase warrants was $1,463, $4,143, and $3,394, respectively. Total costs associated with the offering were $1,683, including cash costs for professional and regulatory fees of $1,343 and 241,379 compensation warrants issued as commission to the agents valued at $340. Each compensation warrant entitles the holder to acquire one common share of the Corporation at an exercise price of $3.26 for a period of five years, expiring on December 16, 2027. As of December 31, 2022, 423,276 pre-funded warrants have been exercised resulting in the issuance of 423,276 common shares for a nominal value of cash. The value of pre-funded warrants exercised, net of issuance costs was $562. On October 16, 2020, the Corporation entered into an Equity Distribution Agreement (“October 2020 ATM”) with Piper Sandler & Co. (“Piper Sandler”) authorizing the Corporation to offer and sell common shares from time-to-time up to an aggregate offering amount of $50,000 through Piper Sandler, as agent. The total expenses associated with the ATM Distribution, excluding compensation and reimbursements payable to Piper Sandler under the terms of the Equity Distribution Agreement, were approximately $295. As of December 31, 2022, 10,413 (2021 – 55,669) common shares were sold for gross proceeds of $142 (2021 - $2,335). The October 2020 ATM was terminated on July 22, 2022 with the expiration of the Corporation’s Canadian base shelf prospectus. In order to maintain the Corporation’s ATM Distribution facility under its renewed Canadian base shelf prospectus, the Corporation re-entered into an Equity Distribution Agreement dated August 4, 2022 (“August 2022 ATM”), with Piper Sandler, to offer and sell common shares from time-to-time up to an aggregate offering amount of US$50,000 through Piper Sandler, as agent. As of December 31, 2022, no common shares have been sold under the August 2022 ATM. On July 20, 2021, the Corporation completed the July 2021 Public Offering, issuing an aggregate of 1,428,571 units at a price of $17.50 per unit, for aggregated proceeds of $25 million. Each unit consisted of one common share and 0.75 of one common share purchase warrant, with each whole warrant entitling the holder to acquire one common share of the Corporation at an exercise price of $21.00 for a period of 60 months expiring on July 20, 2026. The value allocated to the common shares issued was $18,357 and the value allocated to the warrants was $6,443. Total costs associated with the offering were $2,168, including cash costs for professional and regulatory fees. On May 7, 2020, the Corporation completed a private placement of 877,001 units at a price of CAD$28.60 per unit, for aggregated proceeds of $17,795. Each unit consisted of one common share and 0.35 of one common F-24 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 11 Share capital (continued) share purchase warrant, with each whole warrant entitling the holder to acquire one common share of the Corporation at an exercise price of CAD$37.20 for a period of 24 months expiring on May 7, 2022. The value allocated to the common shares issued was $15,117 and the value allocated to the warrants was $2,678. total costs associated with the offering were $108, including cash costs for professional and regulatory fees. On March 17, 2020, the Corporation entered into an Equity Distribution Agreement (“March 2020 ATM”) with Piper Sandler authorizing the Corporation to offer and sell common shares from time-to-time up to an aggregate offering amount of $30,000 through Piper Sandler, as agent. The March 2020 ATM was terminated on June 30, 2020 and 207,088 common shares were sold under this agreement for total gross proceeds of $5,500. To maintain the remainder of IMV’s March 2020 ATM facility under its new Canadian base shelf prospectus, IMV entered a second ATM Distribution dated June 30, 2020 (“June 2020 ATM”), with Piper Sandler, to offer and sell common shares from time-to-time up to an aggregate offering amount of $24,500 through Piper Sandler, as agent. An additional 477,089 common shares were sold for gross proceeds of $24,500, concluding the proceeds raised under the June 2020 ATM to the maximum offering amount. In 2020, a total of 684,177 shares were sold under he two ATM Distribution agreements for total gross proceeds of $30,000. The total expenses associated with both ATM Distributions including commissions, were approximately $1,462. 12 Contributed surplus Amount $ Balance – December 31, 2019 (recast – note 2) 6,676 Share-based compensation Stock options vested 753 DSUs vested 401 Stock options exercised (297) DSUs redeemed (132) Warrants expired 251 Balance – December 31, 2020 (recast – note 2) 7,652 Share-based compensation Stock options vested 1,738 DSUs vested 583 Stock options exercised (171) DSUs Redeemed (432) Balance – December 31, 2021 9,370 Share-based compensation Stock options vested 1,580 DSUs vested 608 Warrants expired 2,350 Pre-funded warrants issued, net of costs 3,368 Pre-funded warrants exercised, net of costs (562) DSUs Redeemed (116) Balance – December 31, 2022 16,598 F-25 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 12 Contributed surplus (continued) Pre-funded warrants On December 20, 2022, as a consideration in the December 2022 Offering, the Corporation issued 2,548,276 pre-funded warrants. The gross proceeds allocated to the pre- funded warrants was $4,143. The pre-funded warrants exercise price was $0.0001 and do not expire. Pre-funded warrant activity for the period ended December 31, 2022: December 31 2022 # Opening Balance – Granted 2,548,276 Exercised, net of issuance costs (423,276) 2,125,000 Deferred share units The maximum number of common shares which the Corporation is entitled to issue from Treasury in connection with the redemption of DSUs granted under the DSU Plan is 200,000 common shares. The compensation expense as at December 31, 2022 was $608 (2021 – $483; 2020 – $401) recognized over the vesting period. Vested DSUs cannot be redeemed until the holder is no longer a member of the Board. The number of DSUs disclosed below reflect the retrospective application of the share consolidation completed December 7, 2022 (see note 21). DSU activity for the years ended: December 31 2022 December 31 2021 December 31 2020 # # # Opening balance 53,688 42,915 36,062 Granted 132,725 32,515 14,757 Redeemed (18,261) (21,742) (7,904) Closing balance 168,152 53,688 42,915 Stock options The Board of Directors of the Corporation has established a stock option plan (the “Plan”) under which options to acquired common shares of the Corporation are granted to directors, employees and other advisors of the Corporation. The maximum number of common shares issuable under the rolling Plan shall not exceed 8% of common shares issued and outstanding, inclusive of all shares presently reserved for issuance pursuant to previously granted stock options. Stock options are granted with an exercise price determined by the Board of Directors, which is not less than the market price of the shares on the day preceding the award. The term of the option is determined by the Board of Directors, not to exceed ten years from the date of grant. The vesting of the options is determined by the Board and, beginning January 1, 2018, is typically 33 1/3% every year after the date of grant. F-26 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 12 Contributed surplus (continued) Stock options (continued) The number of stock options disclosed reflect the retrospective application of the share consolidation completed December 7, 2022 (see note 21). In the event that the option holder should die while he or she is still a director, employee or other advisor of the Corporation, the expiry date shall be 12 months from the date of death of the option holder, not to exceed the original expiry date of the option. In the event that the option holder ceases to be a director, employee or other advisor of the Corporation other than by reason of death or termination, the expiry date of the option shall be the 90th day following the date the option holder ceases to be a director, employee or other advisor of the Corporation, not to exceed the original expiry date of the option. The fair values of stock options are estimated using the Black-Scholes option pricing model. As at December 31, 2022, 452,356 stock options (2021 – 143,063; 2020 – 39,585) with a weighted average exercise price of CAD$12.49 (2021 – CAD$32.96, 2020 - CAD$55.00) and a term of ten years (2021 – ten years; 2020 – five years), were granted to employees and consultants. The expected volatility of these stock options was determined using historical volatility rates and the expected life was determined using the weighted average life of past options issued. The value of these stock options has been estimated at $3,086 (2021 - $2,681 2020 - $870), which is a weighted average grant date value per option of CAD$8.87 (2021 – CAD$23.48, 2020 - CAD$29.47), using the Black-Scholes valuation model and the following weighted average assumptions: 2022 2021 2020 Risk-free interest rate 2.14% 0.82% 1.00% Exercise price CAD$12.48 CAD$32.96 CAD$55.00 Market price CAD$12.48 CAD$32.96 CAD$55.00 Expected volatility 77% 79% 71% Expected dividend yield – – – Expected life (years) 7.0 7.0 4.2 Forfeiture rate 6% 4% 4% F-27 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 12 Contributed surplus (continued) Stock options (continued) Option activity for the years ended 2022, 2021 and 2020 was as follows: Number # Weighted average exercise price $CAD Issued and outstanding Balance - December 31, 2019 (recast - note 2) 157,318 46.17 Granted 39,585 55.00 Exercised (20,356)1 24.24 Forfeited (4,763) 68.03 Cancelled (8,179) 68.52 Expired – – Balance – December 31, 2020 (recast – note 2) 163,605 49.28 Granted 143,063 32.96 Exercised (15,041)1 23.68 Forfeited (10,923) 44.65 Cancelled (12,422) 38.36 Expired (875) 23.68 Balance – December 31, 2021 267,407 42.77 Granted 452,356 12.49 Forfeited (115,028) 20.52 Cancelled (51,100) 55.81 Expired (88,278) 44.85 Balance – December 31, 2022 465,357 17.01 1 Of the options exercised (2021 – 15,041; 2020 – 20,356), (2021 - 12,581; 2020 – 10,985) elected the cashless exercise, under which (2021 - 5,879; 2020 – 6,834) were issued. These options would have otherwise been exercisable for proceeds of (2021 – $235; 2020 – $180) on the exercise date. There were no options exercised in 2022. The number and weighted average exercise price of options exercisable as at December 31, 2022 is 47,060 and CAD$39.93, respectively (2021 – 130,122 and CAD$51.44; 2020 – 93,863 and CAD$41.32). F-28 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 12 Contributed surplus (continued) Stock options (continued) At December 31, 2022, the following options were outstanding: Options outstanding Options exercisable Exercise price range Number Weighted average exercise price Weighted average remaining contractual life (years) Number Weighted average exercise price Weighted average remaining contractual life (years) $CAD # $CAD # $CAD 7.70 – 8.50 136,886 7.70 9.75 – – – 8.51 – 13.25 18,472 9.98 9.48 – – – 13.26 – 15.35 169,500 14.70 9.07 – – – 15.36 – 25.75 84,189 18.99 8.83 17,111 21.02 8.72 25.76 – 73.90 56,310 45.95 5.37 29,949 50.74 3.99 465,357 17.01 8.80 47,060 39.93 5.71 13 Warrants Warrant activity for the years ended 2022, 2021 and 2020, was as follows: Common shares # Weighted average exercise price $CAD Amount $ Issued and outstanding Balance – December 31, 2019 (recast – note 2) 13,477 65.28 254 Granted 306,950 37.20 2,678 Exercised (61,189) 37.20 (565) Expired (13,477) 65.28 (251) Balance – December 31, 2020 (recast – note 2) 245,761 37.20 2,116 Granted 1,071,429 26.70 6,080 Balance – December 31, 2021 1,317,190 28.70 8,196 Granted 3,689,655 3.49 3,099 Expired (245,761) 37.20 (2,350) Balance – December 31, 2022 4,761,084 7.43 8,945 F-29 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 13 Warrants (continued) The fair values of warrants are estimated using the Black-Scholes option pricing model. The weighted average assumptions used in the Black-Scholes valuation model for the periods presented were as follows: 2022 2021 2020 Risk-free interest rate 3.6% 0.51% 0.27% Market price $ 2.80 $ 26.70CAD $ 37.20CAD Expected volatility 89% 92% 83% Expected dividend yield – – – Expected life (years) 2.5 2.5 2 The number of warrants disclosed above reflect the retrospective application of the share consolidation completed December 7, 2022 (see note 21). 14 Loss per share The loss used in the calculation of loss per share is the net loss for the year presented in the consolidated statement of loss and comprehensive loss. The following table summarizes the reconciliation of the basic weighted average number of outstanding shares weighted average number of shares outstanding: 2022 2021 2020 # # # Basic weighted average number of shares outstanding 8,271,660 7,419,844 6,030,526 Plus weighed average unexercised pre-funded warrants 71,795 – – Total weighed average number of shares outstanding for LPS 8,343,455 7,419,844 6,030,526 Diluted LPS is equal to the LPS as the Corporation is in a loss position and all securities, comprised of options and warrants, would be anti-dilutive. The loss per share disclosed above reflects the retrospective application of the share consolidation completed December 7, 2022 (see note 21). F-30 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 15 Deferred income taxes a) Reconciliation of total tax recovery The effective rate on the Corporation’s loss before income tax differs from the expected amount that would arise using the statutory income tax rates. A reconciliation of the difference is as follows: 2022 $ 2021 $ 2020 $ Loss before income taxes (37,991) (36,589) (26,059) Income tax rate 28.50% 28.50% 28.50% (10,827) (10,428) (7,427) Effect on income taxes of: Non-deductible share-based compensation 600 650 343 Unrecognized temporary differences 10,192 9,749 7,055 Other non-deductible items 21 29 29 Income tax based on rates different from the Canadian tax rate 14 – – Income tax recovery – – – b) Deferred income tax The significant components of the Corporation’s deferred income tax are as follows: 2022 2021 2020 $ $ $ (Recast – note 2) Deferred income tax liabilities: Intangibles – – – Deferred income tax assets: Non-capital losses – – – Net deferred income tax liability – – – F-31 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 15 Deferred income taxes (continued) b) Deferred income tax (continued) The following reflects the balance of temporary differences for which no deferred income tax asset has been recognized: 2022 $ 2021 $ 2020 $ (Recast – note 2) Non-capital losses 126,022 108,935 82,124 SR&ED expenditures 45,672 39,072 29,460 Non-refundable investment tax credits 7,481 5,189 5,053 Deductible share issuance costs 3,114 4,829 3,151 Long-term debt 26,697 18,248 6,707 Lease obligation 319 395 272 Property and equipment 592 78 (178) c) Non-capital losses As at December 31, 2022, the Corporation had approximately $126,022 in losses available to reduce future taxable income. The benefit of these losses has not been recorded in the accounts as realization is not considered probable. These losses may be claimed no later than: $ For the year ending December 31, 2025 738 2026 812 2027 1,085 2028 1,307 2029 487 2030 1,949 2031 3,758 2032 3,034 2033 3,248 2034 2,717 2035 4,141 2036 3,787 2037 7,020 2038 9,922 2039 12,941 2040 17,998 2041 20,486 2042 30,592 126,022 F-32 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 15 Deferred income taxes (continued) d) Scientific research and experimental development expenditures The Corporation has approximately $45,672 of unclaimed SR&ED expenditures, which may be carried forward indefinitely and used to reduce taxable income in future years. The potential income tax benefits associated with the unclaimed SR&ED expenditures have not been recognized in the accounts as realization is not considered probable. e) Non -refundable investment tax credits The Corporation also has approximately $7,481 in non-refundable federal investment tax credits which may be carried forward to reduce taxes payable. These tax credits will be fully expired by 2040. The benefit of these tax credits has not been recorded in the accounts as realization is not considered probable. 16 Capital Management The Corporation views capital as the sum of its cash and cash equivalents, long-term debt and equity. The Corporations’ objectives when managing capital is to safeguard its ability to continue as a going concern in order to provide an adequate return to shareholders and maintain a sufficient level of funds to finance its research and development activities, general and administrative expenses, working capital and overall capital expenditures, including those associated with patents and trademarks. To maintain or adjust the capital structure, the Corporation may attempt to issue new shares, issue new debt, acquire or dispose of assets, all of which are subject to market conditions and the terms of the underlying third party agreements. The Corporation is not subject to any regulatory capital requirements imposed. 2022 2021 $ $ Total long-term debt 27,458 18,002 Less: Cash and cash equivalents (21,223) (38,616) Net debt 6,235 (20,614) Equity (6,626) 21,542 Total capital (391) 928 The Corporation is in compliance with its debt covenants. F-33 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 17 Financial instruments Fair value of financial instruments Financial instruments are defined as a contractual right or obligation to receive or deliver cash on another financial asset. The following table sets out the approximate fair values of financial instruments as at the consolidated statements of financial position date with relevant comparatives: December 31, 2022 December 31, 2021 Carrying value $ Fair value $ Carrying value $ Fair value $ Cash and cash equivalents 21,223 21,223 38,616 38,616 Amounts receivable 29 29 10 10 Accounts payable, accrued and other liabilities 9,037 9,037 8,589 8,589 Warrant liabilities 16 16 318 318 Long-term debt 27,458 27,458 18,002 18,002 Assets and liabilities, such as commodity taxes, that are not contractual and that arise as a result of statutory requirements imposed by governments, do not meet the definition of financial assets or financial liabilities and are, therefore, excluded from amounts receivable and accounts payable. Fair value of items, which are short-term in nature, have been deemed to approximate their carrying value. The above noted fair values, presented for information only, reflect conditions that existed only as at December 31, 2022, and do not necessarily reflect future value or amounts which the Corporation might receive if it were to sell some or all of its assets to a willing buyer in a free and open market. The fair value of long-term debt is estimated based on the expected interest rates for similar borrowings by the Corporation at the consolidated statements of financial position dates. For the period presented, the fair value is estimated to be equal to the carrying amount. Risk management The Corporation, through its financial assets and liabilities, has exposure to the following risks from its use of financial instruments: interest rate risk, credit risk, liquidity risk and currency risk. Management is responsible for setting acceptable levels of risk and reviewing risk management activities as necessary. F-34 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 17 Financial instruments (continued) Risk management (continued) a) Interest rate risk The Corporation is exposed to interest rate fluctuations on the venture loan with Horizon Technology Finance Corporation and Powerscourt Investments XXV, LP for which amounts are subject to The Wall Street Journal prime rate plus 5.75%, with an interest rate floor at 3.25% for the prime rate. The Corporation does not expect further significant increases in The Wall Street Journal prime rate and has decided to not actively manage the risk. Based on currently outstanding loans an increase (decrease) of 100 basis points in interest prime rate at the reporting date would have resulted in a non-significant impact on earnings or loss. This analysis assumes that all other variables remain constant. Other than the interest rate fluctuations on the Venture loan described above, the Corporation has limited exposure to interest rate risk on its lending and borrowing activities. The Corporation has a loan with a fixed interest rate of 8% per annum resulting in interest payments in 2022 of $13. The Corporation also has an interest-free loan that is repayable over 84 months, resulting in required principal debt payments in fiscal 2022 of $49. The remaining outstanding debt as at December 31, 2022 is interest-free only becoming repayable when revenues are earned. b) Credit risk Credit risk arises from cash and cash equivalents and amounts receivable. The Corporation invests excess cash in high-interest savings accounts or in highly liquid temporary investments of Schedule 1 Canadian Banks. The credit risk of cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The total of amounts receivable disclosed in the consolidated statements of financial position as at December 31, 2022 of $727 (2021 - $602) is comprised mainly of current period advances due to the Corporation for taxes recoverable. If required, the balance is shown net of allowances for bad debt, estimated by management based on prior experience and their assessment of the current economic environment. Historically, there have been no collection issues and the Corporation does not believe it is subject to any significant concentration of credit risk. c) Liquidity risk Liquidity risk represents the possibility that the Corporation may not be able to gather sufficient cash resources when required and under reasonable conditions to meet its financial obligations. Since the Corporation’s inception, operations have been financed through the sale of shares, issuance of debt, revenue and cost-recoveries from license agreements, interest income on funds available for investment, government assistance and income tax credits. The Corporation has incurred significant operating losses and negative cash flows from operations since inception and has an accumulated deficit of $192,911 as at December 31, 2022. F-35 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 17 Financial instruments (continued) Risk Management (continued) While the Corporation has $21,223 in cash and cash equivalents at December 31, 2022, it continues to have an ongoing need for substantial capital resources to research and develop, commercialize and manufacture its products and technologies. The Corporation is currently not yet receiving a significant ongoing revenue stream from its license agreements, nor can it be certain that it will receive significant revenue from these agreements before additional cash is required. As a result, there can be no assurance that the Corporation will have sufficient capital to fund its ongoing operations, and develop or commercialize any of its products without future financing. The following table outlines the contractual maturities of the Corporation’s liabilities, including most likely timing of repayments of long-term debt that is repayable based on a percentage of revenues. The long-term debt is comprised of the contributions received described in note 9, less amounts that have been repaid as at December 31, 2022: Total $ Year 1 $ Years 2 to 3 $ Years 4 to 5 $ After 5 years $ Accounts payable and other liabilities 9,037 9,037 – – – Short-term and low value leases 30 13 12 5 – Lease obligation 1,754 434 843 409 68 Long-term debt 38,656 3,418 28,012 68 7,158 49,477 12,902 28,867 482 7,226 The above amounts include interest payments, where applicable. d) Currency risk The Corporation incurs some revenue and expenses and holds on some cash denominated in Canadian dollars and, as such, is subject to fluctuations as a result of foreign exchange rate variation. The Corporation does not have in place any formal tools to manage its foreign exchange risk. Foreign exchange loss of $203 for the year ended December 31, 2022 (2021 - $110 gain; 2020 - $996 loss) is included in general and administrative expenses. If the foreign exchange had been 1% higher/lower, with all other variables held constant, it would have had an immaterial impact on the foreign exchange gain/loss. 18 Commitments On July 12, 2010, the Corporation entered into a License Agreement with Merck KGaA to in-license EMD 640744, an investigational therapeutic survivin-based cancer antigen designed to target multiple solid tumors and hematological malignancies. Should the Corporation’s research using these antigens continue and prove successful through clinical trials and on to commercialization, the Corporation would be required to pay certain future milestones and royalty payments along the way. The likelihood and timing of these payments is not known at this time. F-36 IMV Inc. Notes to the Consolidated Financial Statements (Expressed in thousands of United States dollars except for share and per share amounts) 19 Expense by nature 2022 $ 2021 $ 2020 $ (recast – note 2) Research and development expenditures, including clinical costs 14,165 16,105 14,914 Salaries, wages and benefits 11,269 10,549 6,991 Professional and consulting fees 2,570 2,499 1,856 Insurance 3,196 3,952 2,649 Loan interest 2,336 239 197 Office, rent and telecommunications 1,161 906 567 Stock-based compensation (non-cash) 1,580 1,742 750 Marketing, communications and investor relations 1,046 1,368 1,178 Depreciation 989 551 384 Other 663 499 317 DSU compensation (non-cash) 608 584 401 Travel 481 216 49 Foreign exchange loss (gain) 203 (110) 996 Accreted interest and valuation adjustments (non-cash) (172) 907 27 Government assistance (207) (1,631) (3,724) Research and development tax credits (1,568) (1,599) (1,268) 38,320 36,777 26,284 20 Compensation of key management Key management includes the Corporation’s Directors, Chief Executive Officer, Chief Accounting Officer, Chief Scientific Officer and former Chief Financial Officer. Compensation awarded to key management is summarized as follows: 2022 $ 2021 $ 2020 $ (recast - note 2) Salaries and other benefits 1,944 3,079 1,720 Stock-based compensation (non-cash) 1,535 1,680 961 3,479 4,759 2,681 21 Share Consolidation On December 7, 2022, the Corporation completed a share consolidation on the basis of one new common share for every 10 currently outstanding shares. Effective at the opening of trading on December 13, 2022, the Corporation’s common shares commenced trading on a consolidated basis. 22 Subsequent event Subsequent to December 31, 2022, the remaining 2,125,000 pre-funded warrants granted in the December 2022 Offering were exercised. F-37 Exhibit 1.1 Certificate of Amendment Certificat de modification Canada Business Corporations Act Loi canadienne sur les sociétés par actions IMV INC. Corporate name / Dénomination sociale 677457-1 Corporation number / Numéro de société I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment. JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de 1’article 178 de la Loi canadienne sur les societes par actions, tel qu’il est indique dans les clauses modificatrices ci-jointes. /s/ Virginie Ethier Director / Directeur 2018-05-02 Date of amendment (YYYY-MM-DD) Date de modification (AAAA-MM-JJ Form 4 Articles of Amendment Formulaire 4 Clauses modificatrices Canada Business Corporations Act (CBCA) (s. 27 or 177) Loi canadienne sur les sociétés par actions (LCSA) (art. 27 ou 177) SCHEDULE A OF ARTICLES OF AMENDMENT OF IMMUNOVACCINE INC. (THE “CORPORATION”) The Articles of the Corporation are hereby amended pursuant to Section 173(1)(h) of the Canada Business Corporations Act to provide that the issued and outstanding common shares of the Corporation (the “Common Shares”) be consolidated on the basis of one (1) post-consolidation Common Share for each three and two tenths (3.2) outstanding pre-consolidation Common Shares without amending the stated capital account for the Common Shares of the Corporation. No fractional Common Share shall be issued and any fractional Common Share of the Corporation resulting from such consolidation representing less than 0.5 of a Common Share shall be cancelled without any compensation and all fractions equal to or higher than 0.5 of a Common Share shall rounded up to one (1) Common Share. The authorized capital of the Corporation is unaffected by this consolidation of the Common shares and continues to be an unlimited number of Common shares and an unlimited number of Preferred shares. Certificate of Amendment Canada Business Corporations Act Certificat de modification Loi canadienne sur les sociétés par actions IMMUNOVACCINE INC. 677457-1 ________________________________________________________________ ________________________________________________________ Name of corporation-Denomination de la societe Corporation number-Numero de la société I hereby certify that the articles of the above-named corporation were amended: Je certifie que les statuts de la societe susmentionnee ont ete modifies: a) under section 13 of the Canada Business Corporations Act in accordance with the attached notice; ☐ a) en vertu de Particle 13 de la Loi canadienne sur les sociétés par actions, conformement a l'avis ci-joint; b) under section 27 of the Canada Business Corporations Act as set out in the attached articles of amendment designating a series of shares; ☐ b) en vertu de Particle 27 de la Loi canadienne sur les sociétés par actions, tel qu'il est indique dans les clauses modificatrices ci-jointes designant une série d'actions; c) under section 179 of the Canada Business Corporations Act as set out in the attached articles of amendment; ☑ c) en vertu de Particle 179 de la Loi canadienne sur les sociétés par actions, tel qu'il est indique dans les clauses modificatrices ci-jointes; d) under section 191 of the Canada Business Corporations Act as set out in the attached articles of reorganization; ☐ d) en vertu de Particle 191 de la Loi canadienne sur les sociétés par actions, tel qu'il est indique dans les clauses de reorganisation ci- jointes; /s/ Richard G. Shaw September 28, 2009 / le 28 septembre 2009 Richard G. Shaw Director – Directeur Date of Amendment – Date de modification ANNEX 1 Consolidation of Issued and Outstanding Common Shares The 12,000,000 issued and outstanding common shares of Rhino Resources Inc. are hereby consolidated on a five to one basis, into 2,400,000 issued and outstanding common shares; provided, however, that no fractional common shares shall be issued as a result of the consolidation and any fractional shares shall be cancelled and rounded down to the nearest whole number. The authorized capital of Rhino Resources Inc. is unaffected by this consolidation of common shares and continues to be an unlimited number of common shares without nominal or par value and an unlimited number of Preferred shares without nominal or par value. ANNEX 2 Appointment of Additional Directors The Articles of Rhino Resources Inc. are hereby amended to provide the directors with the ability to appoint additional directors in accordance with section 106(8) of the Canada Business Corporations Act. ANNEX 3 Removal of Redemption/Retraction Provisions of Common Shares The following redemption and retraction provisions are hereby removed, in their entirety, from the share terms of the common shares of Rhino Resources Inc.: 4. Redemption at the Option of the Holder 4.1 Subject to the provisions of the Canada Business Corporations Act, each holder of Common Shares may, at his option and in the manner hereinafter provided, require that the Corporation redeem at any time all or, from time to time, any part of the said Common Shares held by such holder and that the Corporation pay, for each share to be redeemed, the Retraction Price thereof together will all declared and unpaid dividends thereon. 4.2 In the case of redemption of Common Shares under the provisions of clause 4.1 hereof, the holder thereof shall surrender the certificate or certificates representing such Common Shares at the registered office of the Corporation or the transfer agent accompanied by a notice in writing signed by such holder requiring the Corporation to redeem all or a specified number of the Common Shares represented thereby. As soon as practicable following the receipt of the said notice, but no more than 10 days thereafter, the Corporation shall pay or cause to be paid to the order of the registered holder of the Common Shares to be redeemed, the Retraction Price thereof. If a part only of the shares represented by any certificate be redeemed at any time in a fiscal year of the Corporation, a new certificate for the balance shall be issued on or before the end of the fiscal year, at the expense of the Corporation. 4.3 The Retraction Price for each Common Share shall be the lesser of; (a) 90% of the Market Price calculated as at the date of the surrender of Common Shares for retraction; and (b) 90% of the most recent Closing Market Price on the date of the surrender of Common shares for retraction; and for the purposes of this clause, “Market Price” at any time, means an amount per Common Share equal to the weighted average of the Closing Market Prices for the Common Shares for the ISO immediately preceding trading days on the principal market on which the Common Shares were quoted for trading; and the “Closing Market Price” means the last trading price per share of the Common Shares on any day on which there was a trade of the Common Shares. 4.4 The Retraction Price may be fully paid and satisfied, at the option of the Corporation, by cash payment or by the issuance by the Corporation a promissory note (the “Retraction Note”) which shall bear Interest at a rate equal to the prescribed rate of interest calculated pursuant to paragraph 4301(e) of the regulations promulgated under the Income Tax Act (Canada) in effect at the time of its issue and will mature and be fully repaid at the end of the two years after issuance. The terms and conditions of the Retraction Notes will also provide that in all circumstances the Transaction Notice may be prepaid without penalty. Certificate of Incorporation Canada Business Corporations Act Certificat de constitution Loi canadienne sur les sociétés par actions Rhino Resources Inc. Name of corporation-Denomination de la société I hereby certify that the above-named corporation, the articles of incorporation of which are attached, was incorporated under the Canada Business Corporations Act. /s/ Richard G. Shaw Richard G. Shaw Director – Directeur 677457-1 Corporation number-Numéro de la société Je certifie que la societe susmentionnee, dont les statuts constitutifs sont joints, a ete constituee en societe en vertu de la Loi canadienne sur les societes par actions. May 18, 2007 / le 18 mai 2007 Date of Amendment – Date de modification ELECTRONIC TRANSACTION REPORT ARTICLES OF INCORPORATION (SECTION 6) RAPPORT DE LA TRANSACTION ELECTRONIQUE STATUTS CONSTITUTIFS (ARTICLE 6) Item 3 - Shares / Rubrique 3 - Actions An unlimited number of common shares without nominal or par value; and An unlimited number of Preferred shares without nominal or par value the conditions attaching to which are attached. RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO THE PREFERRED SHARES AND THE COMMON SHARES OF RHINO RESOURCES INC. 1. Series of Preferred Shares 1.1 The board of directors of the Corporation may at any time and from time to time issue the Preferred Shares in one (1) or more series, each series to consist of such number of shares as may before issuance thereof be determined by the board of directors. 1.2 The board of directors of the Corporation may from time to time determine, before issuance, the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred Shares including, without limiting the generality of the foregoing, the rate of preferential dividends, the dates of payment thereof, the redemption price and the terms of redemption, voting rights and conversion rights (if any), the whole subject to the filing of articles of amendment setting forth the designation, rights, privileges, restrictions, conditions and limitations attaching to the Preferred Shares of such series and the issuance of a certificate of amendment in respect thereof. 1.3 If any cumulative dividends or amounts payable on return of capital in respect of a series of Preferred Shares are not paid in full, the Preferred Shares of all series shall participate rateably in respect of accumulated dividends and return of capital. 1.4 The Preferred Shares of each series shall rank on a parity with the Preferred Shares of every other series with respect to priority in the payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs. Except with the consent in writing of all of Preferred Shares, no series of Preferred Shares shall be authorized which shall entitle the holders to receive upon liquidation, dissolution or redemption a sum in excess of the value of the consideration received by the Corporation on the issuance of that series plus a sum equivalent to all unpaid dividends accumulated thereon. 2. Dividends 2.1 The holders of the Preferred Shares shall be entitled to priority over the Common Shares of the Corporation and over any other shares of the Corporation ranking junior to the Preferred Shares with respect to priority in the payment of dividends. 2.2 Subject to the prior rights of the holders of the Preferred Shares and any other shares ranking senior to the Common Shares with respect to priority in the payment of dividends, the holders of the Common Shares shall be entitled to receive dividends and the Corporation shall pay dividends thereon, as and when declared by the board of directors of the Corporation out of moneys properly applicable to the payment of dividends, in such amount and in such form as the board of directors of the Corporation may from time to time determine and all dividends which the board of directors of the Corporation may declare on the Common Shares shall be declared and paid in equal amounts per share on all Common Shares at the time outstanding. 3. Liquidation 3.1 The holders of the Preferred Shares shall be entitled to priority over holders of any Common Shares or shares of any other class ranking junior to the Preferred Shares with respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation to its shareholders for the purpose of winding up its affairs. 3.2 In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation to its shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of the Preferred Shares and any other shares ranking senior to the Common Shares with respect to priority in the distribution of assets upon liquidation, dissolution, winding-up or distribution for the purpose of winding-up, the holders of Common Shares shall be entitled to receive, pro rata, to the number of Common Shares held, all the remaining property and assets of the Corporation. 4. Redemption at the Option of the Holder 4.1 Subject to the provisions of the Canada Business Corporations Act, each holder of Common Shares may, at his option and in the manner hereinafter provided, require that the Corporation redeem at any time all or, from time to time, any part of the said Common Shares held by such holder and that the Corporation pay, for each share to be redeemed, the Retraction Price thereof together with all declared and unpaid dividends thereon. 4.2 In the case of redemption of Common Shares under the provisions of clause 4.1 hereof, the holder thereof shall surrender the certificate or certificates representing such Common Shares at the registered office of the Corporation or the transfer agent accompanied by a notice in writing signed by such holder requiring the Corporation to redeem all or a specified number of the Common Shares represented thereby. As soon as practicable following the receipt of the said notice, but not more than 10 days thereafter, the Corporation shall pay or cause to be paid to the order of the registered holder of the Common Shares to be redeemed, the Retraction Price thereof. If a part only of the shares represented by any certificate be redeemed at any time in a fiscal year of the Corporation, a new certificate for the balance shall be issued on or before the end of the fiscal year, at the expense of the Corporation. 4.3 The Retraction Price for each Common Share shall be the lesser of: (a) 90% of the Market Price calculated as at the date of the surrender of Common Shares for retraction; and (b) 90% of the most recent Closing Market Price on the date of the surrender of Common Shares for retraction; and for the purposes of this clause, “Market Price” at any time, means an amount per Common Share equal to the weighted average of the Closing Market Prices for the Common Shares during the 180 immediately preceding trading days on the principal market on which the Common Shares were quoted for trading; and the “Closing Market Price” means the last trading price per share of the Common Shares on any day on which there was a trade of the Common Shares. 4.4 The Retraction Price may be fully paid and satisfied, at the option of the Corporation, by cash payment or by the issuance by the Corporation of a promissory note (the “Retraction Note”) which shall bear interest at a rate equal to the prescribed rate of interest calculated pursuant to paragraph 4301(c) of the regulations promulgated under the Income Tax Act (Canada) in effect at the time of its issue and will mature and be fully repaid at the end of two years after issuance. The terms and conditions of the Retraction Notes will also provide that in all circumstances the Retraction Notes may be prepaid without penalty. 5. Voting Rights 5.1 Except as hereinafter referred to or as otherwise required by law or in accordance with any voting rights which may from time to time be attached to any series of Preferred Shares, the holders of the Preferred Shares as a class shall not be entitled to receive notice of, to attend or to vote at any meetings of the shareholders of the Corporation. 5.2 The holders of the Common Shares shall be entitled to receive notice of and to attend and to vote at all meetings of the shareholders of the Corporation and each Common Share shall, when represented at any meeting of the shareholders of the Corporation, carry the right to one vote. 6. Priority 6.1 The Preferred Shares shall rank senior to the Common Shares. The Preferred Shares of any series may be given such other preferences, not inconsistent with the provisions hereof, over the Common Shares and over any other class ranking junior to the Preferred Shares of that series as may be determined in the case of such series of Preferred Shares. Item 4 - Restrictions on Share Transfers / Rubrique 4 - Restrictions sur le transfert des actions None Item 6 - Restrictions - Business / Rubrique 6 - Restrictions - activité commerciale None Item 7 - Other Provisions / Rubrique 7 - Autres dispositions None Form 2 – Formulaire 2 Information Regarding the Registered Office and the Board of Directors Information concernant le siege social et Ile conseil d’administration (To be filed with Articles of Incorporation, Amalgamation and Continuance) (A etre utilise pour une nouvelle constitution en société par actions, une fusion ou une prorogation) (Sections 19, 106 and 113(1) of the CBCA - articles 19 et 106 et paragraphe 113(1) de la LCSA) Changes Regarding Directors – Changements concernant les administrateurs (Sections 106 and 113(1) of the CBCA – article 106 et paragraphe 113 (1) de la LCSA ) Industry Canada Canada Business Corporations Act Form 1 Articles of Incorporation (Section 6) 1. Name of the Corporation RHINO RESOURCES INC. 2. The province or territory in Canada where the registered office is situate: Nova Scotia 3. The classes and any maximum number of shares that the corporation is authorized to issue: An unlimited number of common shares without nominal or par value; and An unlimited number of Preferred shares without nominal or par value the conditions attaching to which are attached. 4. Restrictions, if any, on share transfer: None 5. Number (Minimum and maximum number) of directors: Minimum of one, maximum of fifteen 6. Restrictions, if any, on the business the corporation may carry on None 7. Other provisions, if any None 8. Incorporators Name Address (including postal code) Signature Andrew Burke 2732 Deacon Street Halifax, NS B3L 3J1 /s/ Andrew Burke For Departmental use only Corporation No. Filed RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO THE PREFERRED SHARES AND THE COMMON SHARES OF RHINO RESOURCES INC. 1. Series of Preferred Shares 1.1 The board of directors of the Corporation may at any time and from time to time issue the Preferred Shares in one (1) or more series, each series to consist of such number of shares as may before issuance thereof be determined by the board of directors. 1.2 The board of directors of the Corporation may from time to time determine, before issuance, the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred Shares including, without limiting the generality of the foregoing, the rate of preferential dividends, the dates of payment thereof, the redemption price and the terms of redemption, voting rights and conversion rights (if any), the whole subject to the filing of articles of amendment setting forth the designation, rights, privileges, restrictions, conditions and limitations attaching to the Preferred Shares of such series and the issuance of a certificate of amendment in respect thereof. 1.3 If any cumulative dividends or amounts payable on return of capital in respect of a series of Preferred Shares are not paid in full, the Preferred Shares of all series shall participate rateably in respect of accumulated dividends and return of capital. 1.4 The Preferred Shares of each series shall rank on a parity with the Preferred Shares of every other series with respect to priority in the payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs. Except with the consent in writing of all of Preferred Shares, no series of Preferred Shares shall be authorized which shall entitle the holders to receive upon liquidation, dissolution or redemption a sum in excess of the value of the consideration received by the Corporation on the issuance of that series plus a sum equivalent to all unpaid dividends accumulated thereon. 2. Dividends 2.1 The holders of the Preferred Shares shall be entitled to priority over the Common Shares of the Corporation and over any other shares of the Corporation ranking junior to the Preferred Shares with respect to priority in the payment of dividends. 2.2 Subject to the prior rights of the holders of the Preferred Shares and any other shares ranking senior to the Common Shares with respect to priority in the payment of dividends, the holders of the Common Shares shall be entitled to receive dividends and the Corporation shall pay dividends thereon, as and when declared by the board of directors of the Corporation out of moneys properly applicable to the payment of dividends, in such amount and in such form as the board of directors of the Corporation may from time to time determine and all dividends which the board of directors of the Corporation may declare on the Common Shares shall be declared and paid in equal amounts per share on all Common Shares at the time outstanding. 3. Liquidation 3.1 The holders of the Preferred Shares shall be entitled to priority over holders of any Common Shares or shares of any other class ranking junior to the Preferred Shares with respect to the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation to its shareholders for the purpose of winding up its affairs. 3.2 In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation to its shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of the Preferred Shares and any other shares ranking senior to the Common Shares with respect to priority in the distribution of assets upon liquidation, dissolution, winding-up or distribution for the purpose of winding-up, the holders of Common Shares shall be entitled to receive, pro rata, to the number of Common Shares held, all the remaining property and assets of the Corporation. 4. Redemption at the Option of the Holder 4.1 Subject to the provisions of the Canada Business Corporations Act, each holder of Common Shares may, at his option and in the manner hereinafter provided, require that the Corporation redeem at any time all or, from time to time, any part of the said Common Shares held by such holder and that the Corporation pay, for each share to be redeemed, the Retraction Price thereof together with all declared and unpaid dividends thereon. 4.2 In the case of redemption of Common Shares under the provisions of clause 4.1 hereof, the holder thereof shall surrender the certificate or certificates representing such Common Shares at the registered office of the Corporation or the transfer agent accompanied by a notice in writing signed by such holder requiring the Corporation to redeem all or a specified number of the Common Shares represented thereby. As soon as practicable following the receipt of the said notice, but not more than 10 days thereafter, the Corporation shall pay or cause to be paid to the order of the registered holder of the Common Shares to be redeemed, the Retraction Price thereof If a part only of the shares represented by any certificate be redeemed at any time in a fiscal year of the Corporation, a new certificate for the balance shall be issued on or before the end of the fiscal year, at the expense of the Corporation. 4.3 The Retraction Price for each Common Share shall be the lesser of: (a) 90% of the Market Price calculated as at the date of the surrender of Common Shares for retraction; and (b) 90% of the most recent Closing Market Price on the date of the surrender of Common Shares for retraction; and for the purposes of this clause, “Market Price” at any time, means an amount per Common Share equal to the weighted average of the Closing Market Prices for the Common Shares during the 180 immediately preceding trading days on the principal market on which the Common Shares were quoted for trading; and the “Closing Market Price” means the last trading price per share of the Common Shares on any day on which there was a trade of the Common Shares. 4.4 The Retraction Price may be fully paid and satisfied, at the option of the Corporation, by cash payment or by the issuance by the Corporation of a promissory note (the “Retraction Note”) which shall bear interest at a rate equal to the prescribed rate of interest calculated pursuant to paragraph 4301(c) of the regulations promulgated under the Income Tax Act (Canada) in effect at the time of its issue and will mature and be fully repaid at the end of two years after issuance. The terms and conditions of the Retraction Notes will also provide that in all circumstances the Retraction Notes may be prepaid without penalty. 5. Voting Rights 5.1 Except as hereinafter referred to or as otherwise required by law or in accordance with any voting rights which may from time to time be attached to any series of Preferred Shares, the holders of the Preferred Shares as a class shall not be entitled to receive notice of, to attend or to vote at any meetings of the shareholders of the Corporation. 5.2 The holders of the Common Shares shall be entitled to receive notice of and to attend and to vote at all meetings of the shareholders of the Corporation and each Common Share shall, when represented at any meeting of the shareholders of the Corporation, carry the right to one vote. 6. Priority 6.1 The Preferred Shares shall rank senior to the Common Shares. The Preferred Shares of any series may be given such other preferences, not inconsistent with the provisions hereof, over the Common Shares and over any other class ranking junior to the Preferred Shares of that series as may be determined in the case of such series of Preferred Shares. B-1 SCHEDULE “B” BY-LAW No. 3 A by-law relating generally to the transaction of the business and affairs of IMMUNOVACCINE INC. (the “Corporation”) DIRECTORS 1. Number of directors. The number of directors will be determined from time to time by resolution of the directors, provided that such number is not contrary to the articles of the Corporation. DIRECTORS’ MEETING 2. Calling of and notice of meetings. Meetings of the Board of Directors of the Corporation (the “Board”) will be held on such day and at such time and place as the Chairman of the Board, the President of the Corporation or any Vice President of the Corporation who is a director of the Corporation or any two directors may determine. Notice of meetings of the Board will be given to each director not less than 48 hours before the time when such meeting is to be held. Each newly elected Board may, without notice, hold its first meeting for the purposes of organization and the appointment of officers immediately following the meeting of shareholders at which such Board was elected. 3. Quorum. The quorum for transaction of business at any meeting of the Board or committee thereof will consist of a majority of the members thereof, or such other number of directors as the Board may from time to time determine. At any meeting of the Board, every question will be decided by a majority of the votes cast on the question and the chairman of the meeting will not be entitled to a second or casting vote. 4. Chairman. Subject to the provisions of any resolution of the directors of the Corporation, the Chairman of the Board, or in his absence, any independent director, or in the absence, the President of the Corporation if he is a director, or in the absence, any officer who is a director, or in the absence also of any such officer, such director as the meeting will select, will act as chairman of the meeting. 5. Meetings by telephonic or electronic means. A meeting of the directors may be held by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. SHAREHOLDERS’ MEETINGS 6. Notice of meetings. Notice of the time and place of a meeting of shareholders must be sent to each shareholder entitled to vote at the meeting, to each director and to the auditors of the Corporation not less than 21 days and no more than 60 days prior to the date fixed for such meeting, or within such other minimum and maximum delays as may from time to time be prescribed under the Canada Business Corporations Act (the “Act”). 7. Quorum. At any meeting of shareholders, a quorum will be two persons present in person or by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting entitled to vote at the meeting and holding or representing by proxy not less than 10% of the votes entitled to be cast at the meeting. 8. Casting vote. In case of an equality of votes at any meeting of shareholders, the chairman of the meeting will not be entitled to a second or casting vote. 9. Chairman. The Chairman of the Board, or in his absence, any director who is not an officer, or in the absence, the President of the Corporation if he is a director, or in the absence, any officer who is a director, or in his absence, any Vice President who is a shareholder, will preside as chairman at any meeting of the shareholders. If all of the foregoing are absent, the persons present and entitled to vote at said meeting will choose one of such persons to act as chairman of the meeting. 10. Meetings by telephonic or electronic means. The Board may determine the manner in which meetings will be held. A meeting of the shareholders may be held by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. To the extent permitted by the Act, the directors may provide for the depositing and tabulation of proxies by means of telephone, electronic or other communication facility and a person entitled to vote at a meeting of shareholders may vote by means of telephone, electronic or other communication facility the Corporation has made available for that purpose. 11. Place of meeting. Meetings of shareholders may be held at any place within Canada that the directors may determine. 12. Postponement or cancellation of meetings. A meeting of shareholders may be postponed or cancelled by the Board at any time prior to the date of the meeting. 13. Suspension/Adjournment of meeting. The chairman of any meeting of shareholders may, without the consent of such meeting, temporarily suspend the meeting, or otherwise adjourn the meeting to a new place and time, if, in the opinion of the chairman of the meeting, it is appropriate in the circumstances to do so. 14. Procedures at meetings. The Board may determine the procedures to be followed at any meeting of shareholders including, without limitation, the rules of order. Subject to the foregoing, the chairman of a meeting of shareholders may determine the procedures of the meeting in all respects. 15. Decisions of the chairman. Unless the chairman of a meeting of shareholders agrees otherwise, the chairman’s decision on all matters or things, including any questions regarding the validity of a form of proxy or other instrument appointing a proxy, will be conclusive and binding upon the meeting of shareholders. SHARE CERTIFICATES 16. Share certificates. Subject to the Act, the shares of the Corporation shall be represented by certificate or shall be electronically issued without a certificate. Subject to the Act, no transfer of a share issued by the Corporation will be registered unless or until the share certificate representing the share to be transferred has been presented for registration or, if no share certificate has been issued by the Corporation in respect of such share, unless or until either: i) a duly executed transfer in respect thereof has been presented for registration, or ii) the transfer of ownership is conducted electronically in accordance with the provisions of a direct registration system operated by a clearing agency approved by applicable regulatory authorities. BANKING ARRANGEMENTS, EXECUTION OF INSTRUMENTS, ETC. 17. Banking arrangements. The banking business of the Corporation, or any part thereof, will be transacted with such banks, trust companies or other financial institutions as the Board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, will be transacted on the Corporation’s behalf by one or more officers or other persons as the Board may designate, direct or authorize from time to time. 18. Execution of instruments. The Board may, from time to time, determine in its policy of delegation of authority the officers or other persons by whom any particular document or instrument or class of documents or instruments of the Corporation will be executed and the manner of execution thereof, including the use of facsimile or other electronic reproduction of any or all signatures and the use of the corporate seal or facsimile or other electronic reproduction thereof. INDEMNIFICATION 19. Indemnification. The Corporation shall, in accordance with the provisions of the Act and to the full extent provided therein, indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity. The Corporation may extend the benefits of the foregoing indemnification to other persons, provided such persons are designated by way of a resolution of the Board. MISCELLANEOUS 20. Invalidity of any provisions of this by-law. The invalidity or unenforceability of any provision of this by-law will not affect the validity or enforceability of the remaining provisions of this by-law. 21. Omissions and errors. The accidental omission to give any notice to any shareholder, director, officer or auditor or the non-receipt of any notice by any shareholder, director, officer or auditor or any error in any notice not affecting its substance will not invalidate any action taken at any meeting to which the notice related or otherwise founded on the notice. INTERPRETATION 22. Interpretation. In this by-law and all other by-laws of the Corporation words importing the singular number only include the plural and vice versa; words importing any gender include all genders; words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and governmental authorities; “Canada Business Corporations Act” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as from time to time amended, re-enacted or replaced; terms that are not otherwise defined in this by-law have the meanings attributed to them in the Canada Business Corporations Act; and “meeting of shareholders” means an annual meeting of shareholders or a special meeting of shareholders. Exhibit 4.1.1 FUNDING CERTIFICATE The undersigned, being the duly elected Snr. VP of Finance and Corporate Secretary of IMV INC., a corporation existing under the laws of Canada (“IMV”), IMMUNOVACCINE TECHNOLOGIES INC., a corporation existing under the laws of the Province of Nova Scotia (“Immunovaccine”) and IMV USA INC., a Delaware corporation (“IMV USA”) and together with IMV and Immunovaccine, singularly and collectively, jointly and severally, “Borrower”), does hereby certify to HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”) in connection with that certain Venture Loan and Security Agreement dated as of December 17, 2021, by and among Borrower, Powerscourt Investments XXV, LP and Horizon as Lender and Collateral Agent (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that: 1. The representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct, in all material respect, except with respect to any representations or warranties containing a materiality qualifier, which representations and warranties shall be true and correct in all respects, as of the date hereof. 2. No event or condition has occurred that would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document that has not been previously disclosed to, and waived by, Lenders. 3. Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan Agreement. 4. All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof have been satisfied. 5. Borrower has provided Lender with confirmation of clinical trial site activation in the Borrower’s Phase JIB study with respect to Borrower’s ovarian cancer immunotherapy. 6. No material adverse change in the general affairs, management, results of operations, condition (financial or otherwise) or prospects of Borrower, whether or not arising from transactions in the ordinary course of business, has occurred. 7. The proceeds for Loan E and Loan F shall be disbursed as follows: Disbursement from Horizon: Loan E Amount $ 5,000,000.00 Loan F Amount $ 5,000,000.00 Proceeds due from Horizon: $10,000,000.00 8. The aggregate proceeds of Loan E and Loan F in the amount of $10,000,000.00 shall be transferred by Horizon to Borrower’s account as follows: Account Name: Immunovaccine Technologies Inc. Intermediary Bank Name: Wells Fargo Bank N.A., NY, USA Int. SWIFT Code: PNBPUS3NNYC Beneficiary Bank Name: CIBC Ben. SWIFT Code: CIBCCATT Account Number: 0580414 Dated: June , 2022 IMV INC. 2 Dated: June __, 2022 IMV INC. By: /s/ Brittany Davison Name: Brittany Davison Title: SVP Finance IMMUNOVACCINE TECHNOLOGIES INC. By: /s/ Brittany Davison Name: Brittany Davison Title: SVP Finance IMV USA INC. By: /s/ Brittany Davison Name: Brittany Davison Title: SVP Finance [Signature page to Secured Promissory Note (Loan E)] SECURED PROMISSORY NOTE (Loan E) $5,000,000.00 Dated: June __, 2022 FOR VALUE RECEIVED, the undersigned, IMV INC., a corporation existing under the laws of Canada (“IMV”), IMMUNOVACCINE TECHNOLOGIES INC., a corporation existing under the laws of the Province of Nova Scotia (“Immunovaccine”) and IMV USA INC., a Delaware corporation (“IMV USA”) and together with IMV and Immunovaccine, singularly and collectively, jointly and severally, “Borrower”), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation (“Lender”) the principal amount of Five Million and 00/100 United Stated Dollars ($5,000,000.00) or such lesser amount as shall equal the outstanding principal balance of Loan E (the “Loan”) made to Borrower by Lender pursuant to the Loan Agreement (as defined below), and to pay all other amounts due with respect to the Loan on the dates and in the amounts set forth in the Loan Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Loan Agreement. Interest on the principal amount of this Note from the date of this Note shall accrue at the Loan Rate or, if applicable, the Default Rate, each as established in accordance with the Loan Agreement (as defined below). Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed. If the Funding Date is not the first day of the month, interim interest accruing from the Funding Date through the last day of that month shall be paid on the first calendar day of the next calendar month. Commencing August 1, 2022, through and including July 1, 2024, on the first day of each month (each an “Interest Payment Date”) Borrower shall make payments of accrued interest only on the outstanding principal amount of the Loan. Commencing on August 1, 2024, and continuing on the first day of each month thereafter (each a “Principal and Interest Payment Date” and, collectively with each Interest Payment Date, each a “Payment Date”), Borrower shall make to Lender eighteen (18) equal payments of principal in the amount of Two Hundred Seventy-Seven Thousand Seven Hundred Seventy-Seven and 78/100 United States Dollars ($277,777.78) plus accrued interest on the then outstanding principal amount due hereunder. On the earliest to occur of (i) January 1, 2026, (ii) payment in full of the principal balance of the Loan or (iii) an Event of Default and demand by Lender of payment in full of the Loan, Borrower shall make a payment of Two Hundred Fifty Thousand and 00/100 United States Dollars ($250,000.00) to Lender (the “Final Payment”). Notwithstanding, and in lieu of, the foregoing, if Borrower satisfies the Interest Only Period Extension Milestone (as defined in the Loan Agreement), then, (a) commencing August 1, 2022, through and including January 1, 2025, on the first day of each month (each an “Extended Interest Payment Date”) Borrower shall make payments of accrued interest only on the outstanding principal amount of the Loan, (b) commencing on February 1, 2025, and continuing on the first day of each month thereafter (each an “Extended Principal and Interest Payment Date” and, collectively with each Interest Payment Date, each Principal and Interest Payment Date and each Extended Interest Payment Date, each a “Payment Date”), Borrower shall make to Lender twelve (12) equal payments of principal in the amount of Four Hundred Sixteen Thousand Six Hundred Sixty-Six and 67/100 United States Dollars ($416,666.67) plus accrued interest on the then outstanding principal amount due hereunder and (c) on the earliest to occur of (i) January 1, 2026, (ii) payment in full of the principal balance of the Loan or (iii) an Event of Default and demand by Lender of payment in full of the Loan, Borrower shall pay to Lender the Final Payment. If not sooner paid, all outstanding amounts hereunder and under the Loan Agreement shall become due and payable on January 1, 2026. Principal, interest and all other amounts due with respect to the Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. This Note is referred to in, and is entitled to the benefits of, the Venture Loan and Security Agreement dated as of December 17, 2021 (the “Loan Agreement”), among Borrower, Lender, Powerscourt Investments XXV, LP and Lender as Collateral Agent. The Loan Agreement, among other things, (a) provides for the making of a secured Loan to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid, except as set forth in Section 2.3 of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Loan, interest on the Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all fees and expenses, including attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. Any reference herein to Lender shall be deemed to include and apply to every subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Note. This Note shall be governed by and construed under the laws of the State of Connecticut. Borrower agrees that any action or proceeding brought to enforce or arising out of this Note may be commenced in the state or federal courts located within the State of Connecticut. [Remainder of page intentionally blank. Signature Page Follows] 2 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof. BORROWER: IMV INC. By: /s/ Brittany Davison Name: Brittany Davison Title: SVP Finance IMMUNOVACCINE TECHNOLOGIES INC. By: /s/ Brittany Davison Name: Brittany Davison Title: SVP Finance IMV USA INC. By: /s/ Brittany Davison Name: Brittany Davison Title: SVP Finance [Signature page to Secured Promissory Note (Loan E)] SECURED PROMISSORY NOTE (Loan F) $5,000,000.00 Dated: June __, 2022 FOR VALUE RECEIVED, the undersigned, IMV INC., a corporation existing under the laws of Canada (“IMV”), IMMUNOVACCINE TECHNOLOGIES INC., a corporation existing under the laws of the Province of Nova Scotia (“Immunovaccine”) and IMV USA INC., a Delaware corporation (“IMV USA”) and together with IMV and Immunovaccine, singularly and collectively, jointly and severally, “Borrower”), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation (“Lender”) the principal amount of Five Million and 00/100 United States Dollars ($5,000,000.00) or such lesser amount as shall equal the outstanding principal balance of Loan F (the “Loan”) made to Borrower by Lender pursuant to the Loan Agreement (as defined below), and to pay all other amounts due with respect to the Loan on the dates and in the amounts set forth in the Loan Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Loan Agreement. Interest on the principal amount of this Note from the date of this Note shall accrue at the Loan Rate or, if applicable, the Default Rate, each as established in accordance with the Loan Agreement (as defined below). Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed. If the Funding Date is not the first day of the month, interim interest accruing from the Funding Date through the last day of that month shall be paid on the first calendar day of the next calendar month. Commencing August 1, 2022, through and including July 1, 2024, on the first day of each month (each an “Interest Payment Date”) Borrower shall make payments of accrued interest only on the outstanding principal amount of the Loan. Commencing on August 1, 2024, and continuing on the first day of each month thereafter (each a “Principal and Interest Payment Date” and, collectively with each Interest Payment Date, each a “Payment Date”), Borrower shall make to Lender eighteen (18) equal payments of principal in the amount of Two Hundred Seventy-Seven Thousand Seven Hundred Seventy-Seven and 78/100 United States Dollars ($277,777.78) plus accrued interest on the then outstanding principal amount due hereunder. On the earliest to occur of (i) January 1, 2026, (ii) payment in full of the principal balance of the Loan or (iii) an Event of Default and demand by Lender of payment in full of the Loan, Borrower shall make a payment of Two Hundred Fifty Thousand and 00/100 United States Dollars ($250,000.00) to Lender (the “Final Payment”). Notwithstanding, and in lieu of, the foregoing, if Borrower satisfies the Interest Only Period Extension Milestone (as defined in the Loan Agreement), then, (a) commencing August 1, 2022, through and including January 1, 2025, on the first day of each month (each an “Extended Interest Payment Date”) Borrower shall make payments of accrued interest only on the outstanding principal amount of the Loan, (b) commencing on February 1, 2025, and continuing on the first day of each month thereafter (each an “Extended Principal and Interest Payment Date” and, collectively with each Interest Payment Date, each Principal and Interest Payment Date and each Extended Interest Payment Date, each a “Payment Date”), Borrower shall make to Lender twelve (12) equal payments of principal in the amount of Four Hundred Sixteen Thousand Six Hundred Sixty-Six and 67/100 United States Dollars ($416,666.67) plus accrued interest on the then outstanding principal amount due hereunder and (c) on the earliest to occur of (i) January 1, 2026, (ii) payment in full of the principal balance of the Loan or (iii) an Event of Default and demand by Lender of payment in full of the Loan, Borrower shall pay to Lender the Final Payment. If not sooner paid, all outstanding amounts hereunder and under the Loan Agreement shall become due and payable on January 1, 2026. Principal, interest and all other amounts due with respect to the Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. This Note is referred to in, and is entitled to the benefits of, the Venture Loan and Security Agreement dated as of December 17, 2021 (the “Loan Agreement”), among Borrower, Lender, Powerscourt Investments XXV, LP and Lender as Collateral Agent. The Loan Agreement, among other things, (a) provides for the making of a secured Loan to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid, except as set forth in Section 2.3 of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Loan, interest on the Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all fees and expenses, including attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. Any reference herein to Lender shall be deemed to include and apply to every subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Note. This Note shall be governed by and construed under the laws of the State of Connecticut. Borrower agrees that any action or proceeding brought to enforce or arising out of this Note may be commenced in the state or federal courts located within the State of Connecticut. [Remainder of page intentionally blank. Signature Page Follows] IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof. BORROWER: IMV INC. By: /s/ Brittany Davison Name: Brittany Davison Title: SVP Finance IMMUNOVACCINE TECHNOLOGIES INC. By: /s/ Brittany Davison Name: Brittany Davison Title: SVP Finance IMV USA INC. By: /s/ Brittany Davison Name: Brittany Davison Title: SVP Finance [Signature page to Funding Certificate (Loans F)] Exhibit 4.2 CERTAIN INFORMATION (INDICATED BY [***] or [REDACTED]) HAS BEEN EXCLUDED FROM THE VERSION OF THIS DOCUMENT FILED AS AN EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. VERSION FOR SEDAR FILING LICENSE AGREEMENT BETWEEN MERCK KGaA [***] [***] AND IMMUNOVACCINE TECHNOLOGIES, INC. DATED 12 JULY 2010 LICENSE AGREEMENT This License Agreement (hereinafter referred to as “Agreement”) is made and effective as of the 12 day of July, 2010 (the “Effective Date”), by and between MERCK KGaA, a German company with a principal place of business located at Frankfurter Stralle 250, 64293 Darmstadt, German , [***] (hereinafter collectively referred to as “Merck”), and IMMUNOVACCINE TECHNOLOGIES, INC. (hereinafter referred to as “Immunovaccine”), a Canadian corporation with a principal place of business located at 1819 Granvill Street, Suite 303, Halifax, Nova Scotia B3J 3R1, Canada. Merck and Immunovaccine are each referred to herein as a “Party” and collectively as the “Parties,” except as may otherwise be provided in this Agreement. WITNESSETH: WHEREAS, [***] WHEREAS, Merck wishes to grant to Immunovaccine, and Immunovaccine wishes to receive from Merck, certain rights to the Compound; and WHEREAS, Immunovaccine wishes to further develop Products (as hereinafter defined) for the treatment of various forms of cancer. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Parties agree to as follows: ARTICLE 1 -DEFINITIONS The following terms shall have the following respective definitions: 1.1 “Affiliate” means any corporation or non-corporate entity which controls, is controlled by or under common control with either Immunovaccine or Merck KGaA or [***]. A corporation or non-corporate entity, as applicable, shall be regarded as in control of another corporation if (a) it owns or directly or indirectly controls at least fifty percent (50%) of the voting stock of the other corporation or in the absence of the ownership of at least fifty percent (50%) of the voting stock of a corporation, or (b) in the case of a non-corporate entity, if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation or non- corporate entity, as applicable. 1.2 “Calendar Quarter” means each three (3) month period commencing la January, 1” April, 1s` July, or 1” October. 1.3 “Calendar Year” means the period beginning on the 151 January and ending on the 31’ December of the same year. 1.4 “Change of Control” means: (a) a transaction or series of related transactions that results in the sale or other disposition to a Third Party or Sublicensee of all or substantially all of a Party’s assets, [***]; (b) a merger or consolidation in which a Party is not the surviving corporation or in which, if a Party is the surviving corporation, the shareholders of such Party immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, possess a majority of the voting power of all of the Party’s outstanding stock and other securities and the power to elect a majority of the members of the Party’s board of directors; or (c) a transaction or series of related transactions (which may include without limitation a tender offer for a Party’s stock or the issuance, sale or exchange of stock of a Party) if the shareholders of such Party immediately prior to the initial such transaction do not, immediately after consummation of such transaction or any of such related transactions, own stock or other securities of the entity that possess a majority of the voting power of all of the Party’s outstanding stock and other securities and the power to elect a majority of the members of the P ‘s board of directors. [***] 1.5 “Clinical Trial” means a clinical trial in human subjects that has been approved by a Regulatory Authority and is designed to measure the safety and/or efficacy of the Products. Clinical Trials shall include Phase I trials, Phase H trials and Phase III Trials. 1.6 “Combination Product” means a product containing Compound and/or Product together with one or more active ingredients, or with one or more devices. 1.7 “Commercialization” or “Commercialize” means any and all activities undertaken before or after Regulatory Approval of an NDA for a particular Product and that relate to the marketing, promoting, distributing, importing for sale, offering for sale, and selling of the Product, and interacting with Regulatory Authorities regarding the foregoing. 1.8 “Commercially Reasonable Efforts” means, with respect to a Party’s obligation under this Agreement to Develop or Commercialize a Product, the level of efforts required to carry out such obligation in a sustained manner consistent with the efforts a similarly situated biopharmaceutical company or pharmaceutical company, as the case may be, devotes to a product of similar market potential, profit potential or strategic value resulting from its own research efforts, based on conditions then prevailing. For the avoidance of doubt, Commercially Reasonable Efforts with respect to Product Development (as defined hereinafter) shall be assessed independently of Irrununovaccine’s other activities that are not related to the Product Development and shall require what a diligent person would do to perform a sound and reasonable Development of the Product. 1.9 “Compound” means Survivac or any of the peptides or any combinations thereof covered by the Merck Patent Rights, [***] 1.10 “Confidential Information” of a Party means such Party’s confidential information relating to its business, operations and products, including but not limited to, any technical information, Know-How, Merck Technology or Immunovaccine Technology or Product Technology, as applicable, trade secrets, or inventions (whether patentable or not) that it discloses to the other Party under this Agreement. 1.11 “Controlled” means, with respect to (a) Patent Rights, (b) Know-How or (c) biological, chemical or physical material, that the Party or one of its Affiliates owns or has a license or sublicense to such right, item, or material (or in the case of material, has the right to physical possession of such material) and has the ability to grant a license or sublicense to, or assign its right, title and interest in and to, such right, item or material as provided for in this Agreement without violating the terms of any agreement or other arrangement with any Third Party. 2 1.12 “Covers” means with respect to a Merck Patent Right or Immunovaccine Patent Right or Product Technology Patent Right, that but for a license granted to a Party under such Patent Right, the manufacture, use, offer for sale, sale or importation of the Product would infringe a Valid Claim of such Patent Right. 1.13 “Designated Senior Executive” means a member of senior management or the board of directors of a Party who is designated by such Party to resolve Disputes under this Agreement. 1.14 “Development” or “Develop” means, with respect to a Product, the performance of all preclinical and clinical development, manufacturing and regulatory activities that are required to obtain Regulatory Approval of such Product in the Territory under this Agreement. 1.15 “EMA” means the European Medicines Agency or any successor agency. 1.16 “EP” means those certain European countries that are members of the European Patent Convention as designated at the filing date of a specific application and selected for validation when granted and validated. 1.17 “EU” means at least three (3) of the five (5) major EU markets (i.e. Germany, France, UK, Italy or Spain). For clarification, a Sublicense in the EU requires that one or more Sublicenses with Sublicensees are in force simultaneously in at least three (3) out of the five (5) major EU markets. 1.18 “Executive Officer” means, in the case of Immunovaccine, its Chief Executive Officer or President, or his designee, in the case of Merck, the head of the Merck Serono division or his designee. 1.19 “FDA” means the United States Food and Drug Administration, or a successor federal agency thereto. 1.20 “Field” means the diagnosis, prevention, palliation or treatment of human disease. 1.21 “First Commercial Sale” means the first sale for monetary value to a Third Party for use or consumption by the general public of the Product by a Party hereto, or their respective Affiliate(s), Sublicensees or legal successors in any country or possession following the receipt of Regulatory Approval for the Product in such country or possession. 1.22 “Governmental Body” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or entity and any court or other tribunal); (d) multi-national or supranational organization or body, or (e) individual, entity, or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature. 3 1.23 “Immunovaccine Know-How” means all Know-How that is Controlled by Immunovaccine prior to and/or during the Term and is necessary or useful in the research, Development, use, manufacture, or Commercialization of the Product, except Know-How that is acquired or developed independently from the Development of the Product. 1.24 “Immunovaccine Patent Rights” means all Patent Rights that are Controlled by Immunovaccine at any time prior to and/or during the Term that relate to the research, Development, manufacture, use, and/or Commercialization of the Product, except Patent Rights that are acquired or developed independently from the Development of the Product. 1.25 “Immunovaccine Technology” means the Immunovaccine Know-How and Immunovaccine Patent Rights. 1.26 “Indication” means those disease indications as distinguished by reference to the World Health Organization International Classification of Diseases, version 10 (as revised and updated, “ICD10”). 1.27 “Initiation” of a Clinical Trial means the first dosing of the first patient with a Product in such Clinical Trial. 1.28 “Know-How” means all scientific or technical information, results and data of any type whatsoever, in any tangible or intangible form whatsoever, that is not in the public domain or otherwise publicly known, including, without limitation, discoveries, inventions, trade secrets, databases, practices, protocols, regulatory filings, methods, processes, techniques, biological and other materials, reagents, specifications, formulations, formulae, data (including pharmacological, biological, chemical, toxicological and clinical information) analytical, quality control, and stability data, studies and procedures) and development information, results and data, whether or not patentable, all to the extent not claimed or disclosed in a patent. “Know-How” excludes Patent Rights. 1.29 “Merck Know-How” means all the Know-How that is owned or Controlled by Merck as of the Effective Date and is necessary or useful for the Development or Commercialization of the Product and was developed or acquired by Merck in connection with the Compound including but not limited to the information as set forth in Schedule 1.29 hereto. 1.30 [***] 1.31 “Merck Patent Rights” means all Patent Rights that are Controlled by Merck as of the Effective Date that relate to the research, Development, manufacture, use, or Commercialization of the Products and are set forth on Schedule 1.31 hereto, and all Patent Rights derived therefrom. 1.32 “Merck Technology” means the Merck Know-How and the Merck Patent Rights existing as of the Effective Date of the Agreement that are necessary or useful to Develop and Commercialize the Products. 4 1.33 “NDA” means a New Drug Application filed pursuant to the requirements of the FDA, as more fully defined in 21 CFR Article 314.3 et seq, a Biologics License Application filed pursuant to the requirements of the FDA, as more fully defined in 21 CFR Article 601, and any equivalent application filed in any country in the Territory, together, in each case, with all additions, deletions or supplements thereto. 1.34 [Redacted for competitive reasons.][***] 1.35 “Patent Right” means: (a) an issued or granted patent, including any extension, supplemental protection certificate, registration, confirmation, reissue, reexamination, extension or renewal thereof; (b) a pending patent application, including any continuation, divisional, continuation-in-part, substitute or provisional application thereof; and (c) all counterparts or foreign equivalents of any of the foregoing issued by or filed in any country or other jurisdiction. 1.36 “Phase III Trial” means a clinical trial of the Product in human patients, which trial is a pivotal trial to be used as the basis for the filing of an NDA. 1.37 [***] 1.38 [***] 1.39 “Proceeds” means all cash and non-cash proceeds. 1.40 “Product(s)” means any pharmaceutical product(s) containing Compound. 1.41 “Product Development” means any and all activities of Immunovaccine under this Agreement to Develop a Product in accordance with the Product Development Plan. 1.42 “Product Development Plan” means the detailed plan for Development of a Product as attached to this Agreement as Appendix A, as may be amended from time to time. 1.43 “Product Technology” means all Patent Rights, inventions, discoveries, Know-How, data and results applicable to the Products made, achieved, or generated by Immunovaccine, its Affiliates or Sublicensees from the Effective Date during the Development of the Products that cannot be used without using the Merck Technology. 1.44 “Product Technology Patent Rights” means the Patent Rights covering the Product Technology. 1.45 “Region” means any of the EU, the US, or Japan. 1.46 “Regulatory Approval” means the receipt from a Regulatory Authority by Immunovaccine, or its respective Affiliates, or Sublicensees or legal successors of approval to lawfully market a Product in the corresponding jurisdiction in the Territory. 1.47 “Regulatory Authority” means (a) the FDA, (b) the EMA or the European Commission, or (c) any regulatory body with similar regulatory authority over pharmaceutical or biotechnology products in any other jurisdiction anywhere in the world. 5 1.48 “Sublicense” means a sublicense that is granted by Immunovaccine to a Sublicensee in accordance with Article 2.2 with respect to a Product. 1.49 “Sublicensee” means a third party other than an Affiliate of Immunovaccine to which Immunovaccine (or its Affiliate) or legal successor has granted a Sublicense. 1.50 [Definition redacted for confidentiality reasons.] [[***] 1.51 “Survivac,” also known as EMD 640744 [***] 1.52 “Territory” means all the countries or possessions in the world. 1.53 “Third Party” means any person, co oratio firm, limited liability company, partnership, or other entity that is not Merck KGaA, [***] or Immunovaccine or an Affiliate of any of them or a Sublicensee of any of them. 1.54 [***] 1.55 [***] 1.56 “Valid Claim” means a claim of an issued and unexpired patent in the Merck Technology and/or Product Technology and/or Immunovaccine Technology, which has not lapsed or been revoked, abandoned or held unenforceable or invalid by a final decision of a court or governmental or supra-governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, reexamination or disclaimer or otherwise and which claim, but for the license under this agreement, would be infringed by the production, manufacture, sale, lease, license, transfer or use of a Product. 1.57 Other Terms. The definition of each of the following terms is set forth in the Article of the Agreement indicated below: [***] [Redacted.] [***] [Redacted.] [***] [Redacted.] [***] [Redacted.] [***] [Redacted.] “Additional Royalties” has the meaning set forth in Schedule 4.3(a). [***] [Redacted.] [***] [Redacted.] [***] [Redacted.] 6 [***] [***] [Redacted.] [***] [***] [Redacted.] [***] “Dispute” has the meaning set forth in Article 11.1. “Dispute Notice” has the meaning set forth in Article 11.2. [***] [***] [Redacted.] [***] [Redacted.] “Immunovaccine Indemnitees” has the meaning set forth in Article 8.1. [***] [Redacted.] “Losses” has the meaning set forth in Article 8.1. [***] [Redacted.] “Merck Indemnitees” has the meaning set forth in Article 8.2. [***] [***] [Redacted.] “Non-responsible Party” has the meaning set forth in Article 5.1(a). [***] [***] “Patent Protection” has the meaning as set forth in Article 10.3(b). [***] [***] [Redacted.] “Responsible Party” has the meaning set forth in Article 5.1(a). [***] 7 [***] [***] [Redacted.] “Settlement” has the meaning as set forth in Article 5.3(d). [***] [***] [***] “Term” has the meaning set forth in Article 9. “Third Party Action” has the meaning set forth in Article 5.3(a). ARTICLE 2 -GRANT OF LICENSES AND SUBLICENSES 2.1 Grant of Licenses. Subject to the terms and conditions of this Agreement, Merck hereby grants to Immunovaccine an exclusive (even as to Merck KGaA, [***], and their respective Affiliates), worldwide, sublicensable in accordance with Article 2.2, royalty-bearing license under the Merck Technology, to Develop, make, have made, use, Commercialize, sell, offer for sale, have sold, import and export Products in the Field in the Territory. 2.2 Sublicensing. Subject to Article 2.3 below, Immunovaccine shall have the right to grant Sublicenses to a third party of the rights granted to Immunovaccine under Article 2.1, provided however that Immunovaccine shall remain responsible for such Sublicensee’s performance of Inununovaccine’s obligations under this Agreement. 2.3 [***] [Redacted for confidentiality reasons.] 2.4 [***] 2.5 Technology Transfer. As soon as reasonably practicable after the Effective Date, but in no event later than six (6) months following the Effective Date, Merck will transfer to Immunovaccine, at Immunovaccine’s cost and expense, all Merck Know-How and Merck Materials, including without limitation, all preclinical data, clinical data, assays and associated materials, protocols, procedures and all other information in Merck’s Control, that is necessary or useful for Immunovaccine to continue or initiate pre- clinical or clinical development of, or to seek Regulatory Approval for, the Products. 2.6 [***] 2.7 Liability. Subject to Article 8.3, each of Merck KGaA and [***] shall be jointly and severally liable for any breach by either Party under this Agreement. 2.8 [***]. [Provision redacted for confidentiality reasons.] 8 ARTICLE 3 -DEVELOPMENT AND COMMERCIALIZATION BY IMMUNOVACCINE 3.1 Responsibility for Product Development. Immunovaccine shall be responsible for the Development, registration and Commercialization of the Product and will use Commercially Reasonable Efforts to Develop and Commercialize the Product in the Territory and shall have sole decision-making authority with regard thereto. Immunovaccine shall Develop the Product under the Agreement in accordance with the Product Development Plan and shall bear any and all costs related to such Product Development. 3.2 Product Development Plan. Immunovaccine will develop the Product in accordance with the Product Development Plan mutually agreed between the Parties and as attached as Appendix A to this Agreement [***] [Redacted for competitive reasons.] The Product Development Plan shall include without limitation, pre-clinical studies, IND filing, a Phase I study and a Phase Ha trial. Immunovaccine shall have the right to make such adjustments to the Product Development Plan that are reasonably required and scientifically justified for scientific and/or regulatory reasons with Merck’s prior written consent, such consent not to be unreasonably withheld or delayed. 3.3 Diligence by Immunovaccine. Immunovaccine will use Commercially Reasonable Efforts to Develop the Product in accordance with the Product Development Plan and to meet the timelines in the Product Development Plan. Notwithstanding the foregoing, Merck acknowledges and agrees that therapeutic development is experimental in nature and subject to certain inherent risks, and that the requirements of the Regulatory Authorities can be unpredictable. As such, Immunovaccine cannot guarantee its ability to satisfy the timelines or targets stated in the Product Development Plan. In case of material delays, whether caused by Immunovaccine or not, Immunovaccine shall promptly inform Merck about such delays and the reasons for the delay. For the avoidance of doubt, material delays resulting from Immunovaccine’s failure to use Commercially Reasonable Efforts in conducting the Product Development Plan shall be considered a breach of the Agreement. 3.4 Immunovaccine Resources. Immunovaccine shall commit the funds and other resources (such as staff, equipment, etc.) reasonably necessary to diligently commence and continue work under the Product Development Plan promptly following the execution of the Agreement. 3.5 Product Development Reporting. [Provision related to reporting redacted for competitive reasons.] [***] 3.6 Regulatory Filings. Immunovaccine will prepare and file, at its own cost and expense, all submissions for regulatory approvals for the Product related to, among others, Clinical Trials and/or Regulatory Approval of the Product including all NDAs. All such regulatory submissions and approvals will be held by and in the name of Immunovaccine. 3.7 [***] 9 3.8 Regulatory Materials. Merck shall provide Immunovaccine with electronic copies of all regulatory filings in Merck’s possession which were prepared for the Compound and/or Product in the Territory, if any. ARTICLE 4 -FINANCIAL PROVISIONS 4.1 Payments by Immunovaccine. The provisions of this Article 4 shall apply to the payment [***] 4.2 [Financial terms redacted for competitive and confidentiality reasons.] [***] 4.3 Royalties. (a) [***] (b) [***] (c) [***] (d) [***] (e) [***] 4.4 [***] (a) [***] (i) [***] (ii) [***] (1) [***] (2) [***] (b) [***] 4.5 [***] 4.6 Tax. If applicable laws, rules, regulations, or court order or decree requires that taxes be deducted and withheld from royalties or any other payments paid under this Agreement by either Party, said Party shall (i) deduct those taxes and interests and penalties assessed thereon from the payment or from any other payment owed by said Party hereunder; (ii) pay the taxes to the proper Governmental Body; (iii) send evidence of the obligation together with proof of payment to other Party within one hundred (100) days following such payment; (iv) remit the net amount, after deductions or withholding made under this Article 4.6 and (v) cooperate with other Party in any way reasonably requested by other Party, to obtain available reductions, credits or refunds of such taxes; provided, however, that the other Party shall reimburse said Party for said Party’s out-of-pocket expenses incurred in providing such assistance. It is understood and agreed between the Parties that any payments made by either Party under this Agreement are exclusive of any value added or similar tax imposed upon such payment. 10 4.7 Late Payment. Payments not paid when due shall bear interest at a rate of one and a half percent (1.5%) percent per annum above the three-month EURO LIBOR which applied on the day when the payment was due. Calculation of interest will be made for the exact number of days in the interest period based on a year of three hundred and sixty-five (365) days. ARTICLE 5 -INVENTIONS AND PATENTS 5.1 Patent Prosecution and Maintenance. (a) Responsible Party. The Party who is responsible for the filing, prosecution, enforcement and defense of the Merck Patent Rights and Immunovaccine Patent Rights or Product Technology Patent Rights shall be the “Responsible Party”. The other Party shall be the “Non-responsible Party”. The designation of the Responsible Party shall be determined as follows: (i) Merck shall be the Responsible Party for the Merck Patent Rights; (ii) Immunovaccine shall be responsible for the Patent Rights relating to the Product Technology and for the Patent Rights relating to the Immunovaccine Technology. Immunovaccine shall be the sole owner of Product Technology. [***] (b) Rights and Responsibilities of Responsible Party. Subject to Article 5.1(a) with respect to the Merck Patent Rights and as otherwise set forth in Article 5.1(c) below, the Responsible Party shall have the first right, and the obligation, to file, prosecute and maintain the Merck Patent Rights, Product Technology Patent Rights, and Immunovaccine Patent Rights, which right includes the right to reissue and re-examine granted Patent Rights. In the case of (a)(i) above, Merck shall bear all reasonable costs and expenses of filing, prosecuting and maintaining and reissuing the Merck Patent Rights. [***] The Parties hereby further agree to cooperate fully in the preparation, filing, prosecution and maintenance of any Patent Rights under this Agreement and in the obtaining and maintenance of any patent extensions, supplementary protection certificates and the like available with respect to any such Patent Right or any Product. The Responsible Party shall reasonably consider the Non-responsible Party’s comments with respect to prosecution of any such patents. Such cooperation shall include, but not be limited to: (i) executing all papers and instruments, or requiring its employees or contractors, to execute such papers and instruments and to enable the Responsible Party to apply for and to prosecute and to maintain patent applications in any country in which it is commercially reasonable for such Responsible Party to do so, but at a minimum in the countries set forth in Schedule 5.1(b) (provided, that maintenance of any patent applications filed in such countries prior to the Effective Date of this Agreement shall be contingent upon a filing of the patents application prior to such Effective Date); and (ii) promptly informing the Responsible Party of any matters coming to such Party’s attention that may affect the preparation, filing, prosecution or maintenance of any such patent applications; and (iii) the Responsible Party regularly updating the Non-responsible Party on the status of all Patent Rights, including any dates for action required or due dates for payments. The Responsible Party shall reimburse the Non-responsible Party for its out-of-pocket expenses reasonably incurred in providing such assistance. 11 (c) Election not to file and prosecute Merck Patent Rights or Immunovaccine Patent Rights or Product Technology Patent Rights. If the Responsible Party elects not to file, prosecute or maintain any Merck Patent Rights or Immunovaccine Patent Rights or Product Technology Patent Rights relevant to this Agreement in a country or possession in the Territory, then it shall notify the Non-responsible Party in writing by a reasonable period prior to any deadline applicable to the filing, prosecution or maintenance of such Merck Patent Rights or Immunovaccine Patent Rights or Product Technology Patent Rights, as the case may be, or any other date by which an action must be taken to establish or preserve such Merck Patent Rights or Immunovaccine Patent Rights or Product Technology Patent Rights in such country or possession, in order to enable the Non-responsible Party to take such actions as permitted by the subsequent sentence. In such case, the Non-responsible Party shall have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Merck Patent Rights or Immunovaccine Patent Rights or Product Technology Patent Rights at its own expense, except as a provided in Article 5.1(a) above; [***]. If the Non-responsible Party does elect to take such action in a country or possession in the Territory, then it shall notify the Responsible Party of such election, and the Responsible Party shall reasonably cooperate with the Non-responsible Party in this regard. (d) Patent Term Extension. Subject to Article 5.1(c) above, the Responsible Party shall be responsible for taking Commercially Reasonable Efforts to obtain all patent term extensions wherever available for Merck Patent Rights and Immunovaccine Patent Rights and Product Technology Patent Rights relevant to this Agreement. The Non-responsible Party shall provide the Responsible Party with all relevant information, documentation and reasonable assistance in this respect. Any such assistance, supply of information and consultation shall be provided promptly and in a manner that will ensure that all patent term extensions for Products are obtained wherever commercially reasonable, legally permissible, and to the maximum extent available. In the event that any election with respect to obtaining patent term extensions is to be made, the Responsible Party shall have the right to make such elections taking into consideration any proposal made by the Non-responsible Party, but the Non-responsible Party shall abide by all such elections. (e) [***] 5.2 Enforcement of Patents. (a) Notice. If either Party believes that a Merck Patent Right or Immunovaccine Patent Right or Product Technology Patent Right is being infringed by a Third Party or if a Third Party claims that any Merck Patent Right or Immunovaccine Patent Right or Product Technology Patent Right is invalid or unenforceable, the Party possessing such knowledge or belief shall notify the other Party and provide it with details of such infringement or claim that are known by such Party. [Redacted for confidentiality reasons.] 12 (b) [***] (c) [***] (d) [***] (e) [***] (f) [***] 5.3 Third Party Actions Claiming Infringement. (a) Notice. If a Party becomes aware of any claim or action, or potential or otherwise threatened claim or action, by a Third Party against either Party that claims that a Product, or its use, Development, manufacture or sale infringes such Third Party’s intellectual property rights (each, a “Third Party Action”), such Party shall promptly notify the other Party of all details regarding such claim or action that is reasonably available to such Party. [Redacted for confidentiality reasons.] (b) [***] (c) [***] (d) [***] (e) [***] (f) [***] ARTICLE 6 -CONFIDENTIALITY; PUBLICATION; PRESS RELEASE 6.1 Confidentiality Obligations. Each Party agrees that, for the Term and for five (5) years thereafter, such Party shall, and shall ensure that its officers, directors, employees and agents shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder any Confidential Information disclosed to it by the other Party pursuant to this Agreement. Notwithstanding the foregoing, the nondisclosure and non-use obligations set forth in this Article 6.1 shall apply to Confidential Information constituting trade secrets for as long as such Confidential Information remains a trade secret under applicable law. The foregoing obligations shall not apply to any Confidential Information disclosed by a Party hereunder to the extent that the receiving Party can demonstrate that such Confidential Information: (a) was already known to the receiving Party or its Affiliates, other than under an obligation of confidentiality, at the time of disclosure, as evidenced by competent written proof; 13 (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party without an obligation of confidentiality other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party; or (e) was developed or discovered by employees or agents of the receiving Party or its Affiliates who had no access to the Confidential Information of the disclosing Party, as evidenced by competent written proof. Notwithstanding the above obligations of confidentiality and non-use, a Party may disclose information to the extent that such disclosure is reasonably necessary to perform all obligations and/or enjoy all rights under this Agreement, which shall include without limitation, the use by [***] Sublicensee of Confidential Information to Develop and Commercialize Products subject to them being bound by reasonable obligations of confidentiality and non-use, which are at least as stringent as those contained herein. To the extent reasonably necessary, each Party may further disclose Confidential Information to Third Parties in connection with a due diligence by such Third Parties or to potential Third Party investors or financial institutions or advisors, provided, however, that in each case such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use, which are at least as stringent as those contained herein, unless otherwise strictly required by applicable law. In addition, in connection with any permitted filing by either Party of this Agreement with any Governmental Body, including but not limited to the U.S. Securities and Exchange Commission, the filing Party shall endeavor to obtain confidential treatment of economic, trade secret information and such other information as may be requested by the other Party, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, and shall include in such confidential treatment request all reasonable comments of the other Party. In the event that a Party is asked or subpoenaed by a court of law or Governmental Body to provide Confidential Information received hereunder, to the extent practical such Party shall promptly inform the other Party and shall cooperate with such other Party to obtain any and all protection that may be afforded such Confidential Information, prior to disclosing it, if such disclosure is ultimately required. 6.2 Publications. Merck shall not publish any information relating to the Product without the written consent of Immunovaccine, which consent shall not be unreasonably withheld, unless such information has already been publicly disclosed either prior to the Effective Date or after the Effective Date through no fault of Merck or otherwise not in violation of this Agreement, and in such later case, Merck shall provide Immunovaccine with written notice prior to publication in a journal in which a submission is made by Merck. Immunovaccine shall have the right to make such publications as it chooses, in its sole discretion, without the approval of Merck, provided that Merck receives a copy of such publication at least thirty (30) days’ prior to its publication. Subject to the foregoing 6.2 sentence one (1), Merck shall submit to Immunovaccine for Immunovaccine’s written approval (which approval be granted or denied in Immunovaccine’s sole discretion) any publication or presentation (including, without limitation, in any seminars, symposia or otherwise) of information related directly or indirectly to the Product for review and approval at least thirty (30) days prior to submission for the proposed date of publication or presentation. 14 6.3 Press Releases and Disclosure. It is understood that the Parties intend to issue a joint press release announcing the execution of this Agreement at a mutually agreed upon time and with a mutually agreed upon content (as attached hereto as Schedule 6.3), and that each Party thereafter may desire or be required to issue subsequent press releases relating to the Agreement or activities thereunder. Except as otherwise provided in this Article 6.3, neither Party may issue a press release relating to this Agreement or activities hereunder without the prior consent of the other Party (which consent shall not be unreasonably withheld or delayed) and without complying with this Article 6.3, provided, however that either Party may issue such press releases as it determines, based on advice of counsel, are strictly necessary to comply with laws or regulations or for appropriate market disclosure. If a Party wishes to issue a press release, it shall provide the other Party with a draft of such press release so that the other Party shall have at least ten (10) days to review such release. If no comments are provided by the end of such ten (10) day period, the release will be deemed to have been approved by the other Party. Following the initial press release announcing this Agreement, either Party shall be free to disclose, without the other Party’s prior written consent, the existence of this Agreement, the identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance herewith. ARTICLE 7 -REPRESENTATIONS AND WARRANTIES 7.1 Merck representations and warranties. Merck represents and warrants to Immunovaccine that: (a) Merck has the full power, authority and right to enter into this Agreement and to perform its obligations hereunder in accordance with the terms and conditions hereof, and all requisite corporate action has been taken to authorize Merck’s execution, delivery and performance of this Agreement; (b) The execution, delivery and performance of this Agreement by Merck does not breach, violate, contravene or constitute a default under any contract, arrangement or commitment to which Merck is a party or by which it is bound, or violate any statute, law or regulation or any court, governmental body or administrative or other agency having jurisdiction over Merck; (c) All consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by Merck in connection with the execution, delivery and performance of this Agreement have been obtained; (d) This Agreement has been duly executed and delivered by Merck and, assuming the due authorization, execution and delivery of this Agreement by Immunovaccine, constitutes the legal, valid and binding obligations of Merck, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; 15 (e) [***] (f) [***] (g) [***] (h) [***] (i) [***] (j) [***] 7.2 Immunovaccine representations and warranties. Immunovaccine represents and warrants to Merck that: (a) Immunovaccine has the full power, authority and right to enter into this Agreement and to perform its obligations hereunder in accordance with the terms and conditions hereof, and all requisite corporate action has been taken to authorize Immunovaccine’s execution, delivery and performance of this Agreement; (b) The execution, delivery and performance of this Agreement by Immunovaccine does not breach, violate, contravene or constitute a default under any contract, arrangement or commitment to which Immunovaccine is a party or by which it is bound, or violate any statute, law or regulation or any court, governmental body or administrative or other agency having jurisdiction over Immunovaccine; (c) All consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by Immunovaccine in connection with the execution, delivery and performance of this Agreement have been obtained; and (d) This Agreement has been duly executed and delivered by Immunovaccine and, assuming the due authorization, execution and delivery of this Agreement by Merck, constitutes the legal, valid and binding obligations of Immunovaccine, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 7.3 No Other Warranties. Except as explicitly set forth in this Agreement, nothing in this agreement shall be construed as: (a) A representation or warranty, express or implied, by Merck that the Merck Patent Rights will be granted (if not already granted) or that any Merck Patent Rights are or will be valid or will afford proper protection or that the exploitation of the Merck Patent Rights or Merck Know-How will not infringe the rights of any Third Party; and 16 (b) A warranty or representation that any manufacture, sale, use or other disposition of Products hereunder will be free from infringement of patents and applications therefor owned by Third Parties other than those under which licenses, rights and privileges have been granted. ARTICLE 8 -INDEMNIFICATION 8.1 Indemnification by Merck. Merck shall defend, indemnify and hold harmless Immunovaccine, its Affiliates, directors, employees and agents (the “Immunovaccine Indemnitees”) from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees and expenses of litigation) (“Losses”) arising or resulting from any claims made or suits brought by Third Parties to the extent such Losses arise or result from (i) the breach of any provision of this Agreement by Merck, (ii) the negligence or willful misconduct of Merck, except to the extent such Losses arise from the negligence or willful misconduct of any of the Immunovaccine Indemnitees, or [***]. [Redacted.] In the event of a claim against Immunovaccine Indemnitees which may be subject to the foregoing indemnification obligation, Immunovaccine Indemnitees agree to notify Merck promptly of such claim and Immunovaccine shall provide Merck with any assistance Merck may reasonably require in the defense of such action, at Merck’s cost and expense. 8.2 Indemnification by Immunovaccine. Immunovaccine shall defend, indemnify and hold harmless Merck, its Affiliates, directors, employees and agents (the “Merck Indemnitees”) from and against any and all Losses arising or resulting from any claims made or suits brought by Third Parties to the extent such Losses arise or result from (i) the breach of any provision of this Agreement by Immunovaccine, (ii) the negligence or willful misconduct of Immunovaccine, or (iii) Immunovaccine’s Development or Commercialization of the Product, except to the extent such Losses arise from the negligence or willful misconduct of any of the Merck Indemnitees. In the event of a claim against the Merck Indemnitees which may be subject to the foregoing indemnification obligation, the Merck Indemnitees agree to notify Immunovaccine promptly of such claim and Merck shall provide Immunovaccine with any assistance Immunovaccine may reasonably require in the defense of such action, at Immunovaccine’s cost and expense. 8.3 No Consequential Damages. SUBJECT TO ARTICLE 8.1 AND 8.2 AND TO THE EXTENT ALLOWED BY APPLICABLE MANDATORY LAW, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. 8.4 Insurance. During the Term, each Party shall obtain and maintain, at its sole cost and expense, product liability insurance (including any self-insured arrangements) in amounts, that are reasonable and customary in the pharmaceutical and biotechnology industry for companies engaged in comparable activities. It is understood and agreed that this insurance shall not be construed to limit either Party’s liability with respect to its indemnification obligations hereunder. Each Party will, except to the extent self insured, provide to the other Party upon request a certificate evidencing the insurance such Party is required to obtain and keep in force under this Article 8.4. 17 ARTICLE 9 -TERM This Agreement shall be in force and effect from the Effective Date [***] [Redacted] unless the Agreement is terminated at an earlier date as permitted under this Agreement (the “Term”). ARTICLE 10 -TERMINATION The following provisions on termination of this Agreement shall apply. 10.1 Termination for cause (a) Right to terminate for breach. Each Party shall have the right to terminate this Agreement upon ninety (90) days’ prior written notice to the other upon or after the breach of any material provision of this Agreement by the other Party if the breaching Party has not cured such breach within the ninety (90)-day period following written notice of termination by the non-breaching Party. Notwithstanding the foregoing, if breach relates to an obligation to pay royalties or make other payments under this Agreement, notice and cure period shall be sixty (60) days only, unless there exists a bona fide Dispute as to whether such royalties or other payments are owing, in which case the Parties shall resolve such Dispute in accordance with Articles 11 and 12.10 below. If Merck terminates the Agreement for an uncured breach and Immunovaccine terminates for convenience after notice of termination is delivered by Merck pursuant to Article 10.1(a), then the consequences set forth in Article 10.1(b) shall apply, unless the breach is disputed by Immunovaccine in which case the outcome of the Dispute resolution procedure set forth in Articles 11 and 12.10 shall determine whether Articles 10.1(b) or 10.2(a) apply. (b) Effect of Termination by Merck. Upon termination by Merck pursuant to this Article 10.1, all licenses and other rights granted by Merck to Immunovaccine under this Agreement, shall terminate and be of no further force or effect. If Merck wishes to Develop the Product and requires the Product Technology and/or Immunovaccine Technology for such Development and Commercialization of the Product, Merck shall notify Immunovaccine in writing within ninety (90) days from effective date of termination and the following shall apply: [Redacted.] (i) [***] (ii) [***] 18 (c) Effect of Termination by Immunovaccine. Upon termination by Immunovaccine for cause pursuant to this Article 10.1, without limiting the rights set forth in Article 10.5(e), all licenses and other rights granted by Merck to Immunovaccine shall, upon Immunovaccine’s option, remain in full force and effect with [***] [Redacted.] [***] determined in accordance with the Dispute resolution procedure set forth in Articles 11 and 12.10 below. 10.2 Termination for convenience by Immunovaccine (a) Termination for convenience. Immunovaccine shall have the right to terminate this Agreement for convenience upon sixty (60) days’ advance written notice to Merck. Upon termination by Immunovaccine pursuant to this Article 10.2, all licenses and other rights granted by Merck to Immunovaccine under this Agreement, shall terminate and be of no further force or effect. If Merck wishes to continue Product Development and requires the Product Technology and/or Immunovaccine Technology for such Product Development and Commercialization Merck shall notify Immunovaccine in writing within ninety (90) days from effective date of termination and the following shall apply: [Redacted.] (i) [***] (ii) [***] 10.3 License Grant to Merck and Payment Obligations. [Financial terms redacted.] (a) [***] (b) [***] (c) [***] 10.4 Termination for Bankruptcy. Each Party shall have the right to terminate this Agreement for cause for any of the following reasons: (a) Appointment of a trustee or receiver with respect to any material part of the assets of the other Party; or (b) Filing of application for bankruptcy, liquidation or other similar procedure in respect of the other Party or its assets. The consequences set forth in 10.1(b) or 10.1(c) will apply as applicable. 10.5 General Effects of termination; surviving obligations. (a) If Merck terminates in accordance with 10.1 or Immunovaccine terminates for convenience in accordance with 10.2, Immunovaccine shall transfer free of charge to Merck any and all Regulatory Approvals that it may have obtained with regard to Product Development and Commercialization to the extent transferable. 19 (b) If a technology transfer for Product Technology and/or Immunovaccine Technology is required to give effect to the rights set forth in Article 10.1(b) or 10.2(a), Immunovaccine shall use Commercially Reasonable Efforts to transfer, at Merck’s cost, all relevant Know-How within a period of six (6) months from the effective date of termination. (c) Termination of this Agreement or of a Party’s rights shall not relieve the parties of any obligation accruing prior to such termination, including any payment obligation hereunder. Except as expressly set forth elsewhere in this Agreement, the obligations and rights of the parties under Articles 1, 2.6, 2.7, 4.3(e), 4.5, 5.1(c), 6, 8, 10.1(b), 10.1(c), 10.2(a)(i), 10.2(a)(ii), 10.3, 10.5, 10.6. 11, 12.1, 12.5, 12.7, 12.8, 12.10, 12.11, 12.12, 12.13 and 12.14 shall survive termination of this Agreement. In the event that Immunovaccine ‘yes notice of termination for convenience ursuant to Article 10.2 a [***] [Financial terms redacted.] (d) Within thirty (30) days following the termination of this Agreement, each Party shall deliver to the other Party any and all Confidential Information of the other Party in its possession, except that the terminating Party may retain such Confidential Information to the extent necessary or useful for the practice of its surviving license(s) hereunder, and except for one (1) copy of each item of the other Party’s Confidential Information which may be retained in confidential files solely for record purposes. (e) Termination of this Agreement shall not preclude any Party from, and nothing herein shall limit or restrict either Party from, claiming any other damages, compensation or relief that it may be entitled to. (f) The Continuing License shall survive the expiration of the Term, but subject to Article 10.5(e) shall not survive the earlier termination of this Agreement. 10.6 Assignment and transfer of Regulatory Approvals. In the event that Immunovaccine is obliged to transfer Regulatory Approvals and/or NDA filings, if any, to Merck following a termination of this Agreement under this Article 10, then the following provisions shall apply: (a) Immunovaccine hereby undertakes as from the effective date of the termination notice to permit and facilitate Merck’s reasonable access to, and thereafter to take Commercially Reasonable Efforts to initiate promptly and pursue and support the transfer and the assignment of the Regulatory Approvals and/or pending NDA filings, if any, to Merck or any third party duly notified by Merck (including a sublicensee of Merck), including without limitation to provide a respective assignment and transfer application to any Regulatory Authority competent for the transfer of the Regulatory Approvals and/or pending NDA filings, if any, as well as hand over to Merck or any designated third party any and all files and communications with any competent Regulatory Authority needed or required to transfer and thereafter pursue and maintain all Regulatory Approvals and/or pending NDA filings, if any. The Parties undertake to work together and execute all documents necessary, required or advisable to achieve the full transfer and assignment of the Regulatory Approvals and/or pending NDA filings, if any, from Immunovaccine to Merck or a designated third party as soon as reasonably practicable after the effective date of the termination notice. 20 (b) During the period until the transfer and assignment of the Regulatory Approvals and/or pending NDA filings, if any, has been completed, Immunovaccine shall be responsible, at Merck’s expense, to use Commercially Reasonable Efforts to maintain the value and potential of the Product, including without limitation pursue pending FDA filings, maintain Regulatory Approval (including payment of all amounts becoming due), secure supply of Product and continue Commercialization in accordance with its obligations under this Agreement. (c) Following completion of the transfer and assignment of the Regulatory Approvals and/or pending NDA filings, if any, to it, Merck (either itself or through third parties) shall be responsible in its discretion to maintain the Regulatory Approvals and/or pending NDA filings, if any, and assume responsibility for all regulatory obligations related to the Product. (d) Following completion of the transfer and assignment of the Regulatory Approvals and/or pending NDA filings, if any, Merck shall assume responsibility for all post approval obligations required by any Regulatory Authority in relation to the Product, provided that any studies or stability testing programs ongoing as of the effective date of the termination notice (if any) shall be completed by Immunovaccine and the resulting data transferred to Merck upon such completion. Any reasonable costs for such programs after the effect of termination will be at Merck’s expense. ARTICLE 11 -DISPUTE RESOLUTION 11.1 Cooperative Decision Making. The Parties intend that, to the maximum extent practicable and except to the extent otherwise provided hereunder, they shall reach decisions hereunder cooperatively by mutual agreement. Any disputes, controversies or claims (each a “Dispute”) arising out of or relating to this Agreement, shall be referred to resolution pursuant to Article 11.2. 11.2 Resolution by Senior Executives. Either Party may refer a Dispute for resolution under this Article 11.2 to the Senior Executives by delivering a written notice to the other Party describing the circumstances of such Dispute (“Dispute Notice”). The Parties’ respective Designated Senior Executives shall discuss the unresolved Dispute, and shall meet with respect thereto if one or more of them believes a meeting or meetings to be useful. 11.3 Escalation to Executive Officers. If the Senior Executives do not resolve the matter within thirty (30) days following the delivery of the Dispute Notice (or such lesser or longer period as they may agree is a useful period for their discussions), then any one or more of the Designated Senior Executives may institute a formal review of such matter by the Parties’ respective Executive Officers pursuant to Article 11.4. 11.4 Resolution by Executive Officers. The Executive Officers shall discuss the Dispute, and shall meet with respect thereto if either of them believes a meeting or meetings to be useful. If the Dispute cannot be resolved by the Executive Officers within sixty (60) days following delivery of the Dispute Notice, such Dispute shall be resolved in accordance with Article 12.10 below. 21 ARTICLE 12 - MISCELLANEOUS 12.1 Relationship of the Parties. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, joint venture or employer-employee relationship between the Parties. 12.2 Assignment. Except as expressly provided herein, neither this Agreement nor any interest hereunder shall be assignable, nor any other obligation delegable, by Merck [***], or Immunovaccine, on the other hand, without the prior written consent of Immunovaccine or Merck, respectively , which consent shall not be unreasonably withheld or delayed, except that Immunovaccine, [***] and Merck may assign this Agreement to any of its Affiliates without the foregoing consent, subject to Article 12.3 below. [***] This Agreement shall be binding upon the successors and permitted assigns of the Parties. Any assignment not in accordance with this Article 12.2 shall be void. 12.3 Performance by Affiliates. Each Party shall have the right to have any or all of its obligations hereunder performed, or its rights hereunder exercised, by any of its Affiliates and the performance of such obligations by any such Affiliate(s) shall be deemed to be performance by a Party; provided, however, such Party shall be responsible for ensuring the performance of its obligations under this Agreement and that any failure of any Affiliate performing obligations of such Party shall be deemed to be a failure by such Party to perform such obligations. 12.4 Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments and to do all such other acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. 12.5 Accounting Procedures. Each Party shall calculate all amounts hereunder and perform other accounting procedures required hereunder and applicable to it in accordance with either, as applicable (a) United States generally accepted accounting principles (US GAAP) or (b) International Financial Reporting Standard (IFRS), whichever is normally used by such Party to calculate its financial position, and in each case consistently applied by such Party. 12.6 Force Majeure. Neither Party shall be liable to the other for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by acts of God, earthquake, riot, civil commotion, terrorism, war, strikes or other labor disputes, fire, flood, failure or delay of transportation, default by suppliers or unavailability of raw materials, governmental acts or restrictions or any other reason which is beyond the control of the respective Party. The Party affected by force majeure shall provide the other Party with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and will use Commercially Reasonable Efforts to overcome the difficulties created thereby and to resume performance of its obligations hereunder as soon as practicable. 12.7 No Trademark Rights. No right, express or implied, is granted by this Agreement to a Party to use in any manner the name or any other trade name or trademark of the other Party in connection with the performance of this Agreement or otherwise. [***] 22 12.8 Entire Agreement of the Parties; Amendments. This Agreement and the schedules and exhibits hereto constitute and contain the entire understanding and agreement of the Parties regarding the subject matter hereof and cancel and supersede any and all prior negotiations, correspondence, understandings and agreements between the Parties, whether oral or written, regarding such subject matter. No waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in writing referencing this Agreement and signed by a duly authorized officer of each Party. 12.9 Captions. The captions to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. 12.10 Governing Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales, excluding application of any conflict of laws principles that would require application of the Law of a jurisdiction outside of England and Wales. All disputes arising out of or in connection with this Agreement that are not resolved pursuant to Article 11 shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. Arbitration shall be held in London, England. 12.11 Notices and Deliveries. Any notice, request, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered in person, transmitted by facsimile (receipt verified) or by express courier service (signature required) to the Party to which it is directed at its address or facsimile number shown below or such other address or facsimile number as such Party shall have last given by notice to the other Party. If to Merck, addressed to: Merck KGaA Frankfurter Straf3e 250 64293 Darmstadt, Germany Attn: Chris Godfrey Facsimile: +49 6151 72-914928 With a copy to: Merck KGaA Frankfurter Stra13e 250 64293 Darmstadt, Germany Attn: Legal Department Facsimile: +49 6151-72-2373 If to Immunovaccine, addressed to: Immunovaccine Technologies, Inc 1819 Granvill Street, Suite 303 Halifax, Nova Scotia B3J 3R1 Attn : Chief Executive Officer Facsimile: With a copy to: Life Sciences Law 870 Martin Luther King Jr. Blvd. Chapel Hill, NC 27514 Attn: Sheila A. Mikhail, Esq. Facsimile: 919-933-4755 23 12.12 Waiver. A waiver by either Party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any other term or condition hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party. 12.13 Severability. When possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. The Parties shall make a good faith effort to replace the invalid or unenforceable provision with a valid one which in its economic effect is most consistent with the invalid or unenforceable provision. 12.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument. A facsimile copy of this Agreement, including the signature pages, will be deemed an original. 24 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered in duplicate by their duly authorized representatives with legal and binding effect as of the date first above written. IMMUNOVACCINE TECHNOLOGIES, INC. (s) Dr. Randal Chase Dr. Randal Chase CEO Immunovaccine Technologies, Inc MERCK KGaA i.V. (s) Dr. Jurn-Peter Halle Dr. J6m-Peter Halle Vice President, Head Global Product Unit Oncology i.V. (s) Dr. Simone Heitz Dr. Simone Heitz Corporate Counsel [***] 25 Appendix A: Product Development Plan To be added in line with Article 3.2 of this Agreement. [Redacted.] Appendix A Schedule 1.29: Merck Know-How [Redacted.] Schedule 1.29 Schedule 1.31: Merck Patent Rights [Redacted.] Schedule 1.31 Schedule 4.2: [Redacted.] [***] [***] Schedule 4.2 Schedule 4.3(a): [Redacted.] [***] [***] Schedule 4.3(a) Schedule 4.4: [Redacted.] [***] [***] Schedule 4.4 Schedule 5.1(b): [Redacted.] [***] [***] Schedule 5.1(b) Schedule - 6.3 Press Release Media For Immediate Release Immunovaccine Licenses Clinical Stage Cancer Vaccine from Merck KGaA Halifax, NS; July 12, 2010 —Immunovaccine Inc. (TSX-V: IMV) today announced that it has signed an agreement with Merck KGaA (MRCG.DE) of Darmstadt, Germany, to in-license EMD 640744, an investigational therapeutic survivin-based cancer vaccine designed to target multiple solid tumors and hematological malignancies. Immunovaccine will build on the current on-going Phase 1 study for EMD 640744 by formulating it in its DepoVaxTM delivery system. It is envisioned that after some preclinical work, the EMD 640744 -DepoVax combination vaccine will proceed quickly into Phases 1 and 2 of clinical development. The license agreement grants Immunovaccine exclusive worldwide rights, under issued patents and patents applications, to develop and commercialize EMD 640744 for multiple cancer indications. Under the terms, Immunovaccine will pay Merck KGaA success-based milestones and royalties as a percentage of product sales. Further financial terms were not disclosed. “Merck KGaA is a global leader with a track record of successfully developing therapies for cancer and we are excited to be working with them on such a vaccine candidate. We look forward to expediting the clinical development of this EMD 640744 - DepoVax combination, and expanding Immunovaccine’s vaccine pipeline,” said Dr. Randal Chase, President and CEO of Immunovaccine Inc. About EMD 640744 Merck KGaA has designed the EMD 640744 antigen vaccine composition to target survivin-expressing solid tumors, bringing it to Phase I of clinical development. The survivin protein is believed to be important in the growth and survival of cancer cells and is over-expressed in common cancers, such as melanoma, prostate, pancreatic, colorectal and multiple myeloma. Survivin is a tumor-associated antigen with a high level of expression in cancer cells in contrast to a very limited expression in normal tissue. Spontaneous immune responses to survivin have been observed in cancer patients. About DepoVax Immunovaccine’s DepoVax platform is a lipid depot-based vaccine delivery and enhancement technology whereby the antigens and adjuvants (immune enhancers) formulated in liposomes and then in oil. This patented combination is a breakthrough in vaccine development because it raises unusually strong and long-lasting cellular or humoral immune responses. In preclinical studies, cancer vaccines delivered via the DepoVax platform resulted in 100% tumor elimination with a single-dose in three independent cancer models. Schedule 6.3-1 About Merck KGaA Merck KGaA’s commitment to advancing cancer care has led to numerous collaborations, providing an important basis for continued innovation and support for the company’s goal to improve treatment and outcomes for cancer patients. Merck KGaA is a global pharmaceutical and chemical company with total revenues of € 7.7 billion in 2009, a history that began in 1668, and a future shaped by approximately 33,600 employees in 64 countries. Its success is characterized by innovations from entrepreneurial employees. Merck’s operating activities come under the umbrella of Merck KGaA, in which the Merck family holds an approximately 70% interest, and free shareholders own the remaining approximately 30%. In 1917 the U.S. subsidiary Merck & Co. was expropriated, and has been an independent company ever since. www.merck.de About Immunovaccine, Inc. Immunovaccine Inc. (TSX-V:IMV), is a clinical stage vaccine development company focused on the commercialization of its patented DepoVax TM vaccine delivery technology. The company’s lead product DPX-0907, a DepoVax-based therapeutic cancer vaccine, is in a Phase 1 clinical trial in the US. Immunovaccine continues to strengthen its vaccine pipeline, through licensing and strategic partnerships, to develop therapeutic cancer and infectious disease vaccines. www.imvaccine.com This press release contains forward-looking information under applicable securities law. All information that addresses activities or developments that we expect to occur in the future is forward-looking information. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. However, they should not be regarded as a representation that any of the plans will be achieved. Actual results may differ materially from those set forth in this press release due to risks affecting the Company, including access to capital, the successful completion of clinical trials and receipt of all regulatory approvals. Immunovaccine Inc. assumes no responsibility to update forward-looking statements in this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Contact: Dr. Marc Mansour, Vice President R&D, Immunovaccine Inc. T: +001 (902) 492-1819 E: info(&imvaccine.com Jennifer Ayotte, Communications, Immunovaccine Inc. T: + 001 (902) 209-4704 E: iavotteaimvaccine.com Phyllis Carter, External Communications, Merck KGaA T: +49 (0) 6151 72- 7144 E: phyllis.carteramerck.de Schedule 6.3-2 Exhibit 4.3 CERTAIN INFORMATION (INDICATED BY [***]) HAS BEEN EXCLUDED FROM THE VERSION OF THIS DOCUMENT FILED AS AN EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2022, between IMV Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: “Acquiring Person” shall have the meaning ascribed to such term in Section 4.6. “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. “Board of Directors” means the board of directors of the Company. “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day. “Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1. “Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day following the date hereof. “Commission” means the United States Securities and Exchange Commission. “Common Shares” means the common shares of the Company, no par value per share, and any other class of securities into which such securities may hereafter be reclassified or changed. “Common Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares. “Common Warrant Shares” means the Common Shares issuable upon exercise of the Common Warrants. “Common Warrants” means, collectively, the Common Shares purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A-1 attached hereto. “Company Canada Counsel” means McCarthy Tetrault LLP. “Company US Counsel” means Troutman Pepper Hamilton Sanders LLP. “Disclosure Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith. “Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent. “EGS” means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exchange Act Regulations” means the rules and regulations promulgated under the Exchange Act. 2 “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended. “IFRS” shall have the meaning ascribed to such term in Section 3.1(h). “Indebtedness” shall have the meaning ascribed to such term in Section 3.1(aa). “Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. “Lock-Up Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto. “Lock-Up Period” means the period beginning on and including the date of this Agreement through and including the date that is the 60th day after the Closing Date. “Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b). “Per Share Purchase Price” equals $2.61, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Common Shares that occur after the date of this Agreement, provided that the purchase price per Prefunded Warrant shall be the Per Share Purchase Price minus $0.0001. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. “Placement Agent” means H.C. Wainwright & Co., LLC. “Prefunded Warrant Shares” means the Common Shares issuable upon exercise of the Prefunded Warrants. “Prefunded Warrants” means, collectively, the Prefunded Common Shares purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Prefunded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit A-2 attached hereto. “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened. “Purchaser Party” shall have the meaning ascribed to such term in Section 4.9. “Registration Statement” means the registration statement on Form F-10 (Commission file No. 333-266082), filed on July 11, 2022, as amended by Form F- 10/A, filed on July 25, 2022 which registers the Shelf Securities under the Securities Act. 3 “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. “SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h). “Securities” means the Shares, the Warrants and the Warrant Shares. “Securities Act” means the Securities Act of 1933, as amended. “Securities Act Regulations” means the rules and regulations promulgated under the Securities Act. “Shares” means the Common Shares issued or issuable to each Purchaser pursuant to this Agreement. “Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing Common Shares). “Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds. “Subsidiaries” means ImmunoVaccine Technologies Inc. and IMV USA Inc, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof. “Trading Day” means a day on which the principal Trading Market is open for trading. “Trading Market” means any of the following markets or exchanges on which the Common Shares is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the Toronto Stock Exchange (“TSX”) (or any successors to any of the foregoing). “Transaction Documents” means this Agreement, the Lock-Up Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder. “Transfer Agent” means Computershare Investor Services Inc., the current transfer agent of the Company, and any successor transfer agent of the Company. “U.S. Prospectus” shall have the meaning ascribed to such term in Section 3.1(a). 4 “U.S. Prospectus Supplement” shall have the meaning ascribed to such term in Section 3.1(a). “Variable Rate Transaction” shall have the meaning ascribed to such term in Section 4.13(c). “Warrant Shares” means the Common Shares issuable upon exercise of the Warrants. “Warrants” means the Common Warrants and the Prefunded Warrants. ARTICLE II PURCHASE AND SALE 2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $9,000,001 of Shares and Common Warrants; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Prefunded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Common Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any Common Shares to any Person and that any such decision to sell any Common Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day immediately prior to the Closing Date, which may be delivered at any time after the time of execution of this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Warrants) for purposes hereunder, provided that the Company has received payment of the applicable exercise price (other than in the case of a cashless exercise) prior to delivery of the Warrant Shares. 5 2.2 Deliveries. (a) On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Canada Counsel and Company US Counsel, each in a form and substance reasonably satisfactory to the Placement Agent and the Purchasers; (iii) subject to the sixth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Accounting Officer; (iv) subject to the sixth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of Common Shares issuable upon exercise of such Purchaser’s Prefunded Warrants, if applicable); (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares on the date hereof, with an exercise price equal to $2.50, subject to adjustment therein; (vi) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrants divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; 6 (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viii) the U.S. Prospectus and U.S. Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. 2.3 Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); 7 (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company; and (v) from the date hereof to the Closing Date, trading in the Common Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser: (a) The Company has prepared and filed with the securities regulatory authorities (the “Qualifying Authorities”) in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, and Newfoundland and Labrador (the “Qualifying Jurisdictions”) a preliminary short form base shelf prospectus dated July 11, 2022 (the “Canadian Preliminary Base Prospectus”), and the Canadian Base Prospectus (as defined below), in respect of the offering of certain securities of the Company, including Common Shares and Warrants (collectively, the “Shelf Securities”). The Company has selected the Nova Scotia Securities Commission (the “Reviewing Authority”) as its principal regulator under the passport system procedures provided for under Multilateral Instrument 11-102 — Passport System and National Policy 11-202 —Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the “Passport System”) in respect of the offering of the Shelf Securities. The Reviewing Authority has issued a receipt, which is deemed to also be a receipt of the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, and Newfoundland and Labrador, and evidence of the receipt issued by the Ontario Securities Commission pursuant to the Passport System (a “Passport Decision Document”), for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus. The term “Canadian Base Prospectus” means collectively the final short form base shelf prospectus dated July 22, 2022, relating to an aggregate of up to US$200,000,000 in Shelf Securities, including any documents incorporated by reference therein and the documents otherwise deemed to be incorporated by reference therein pursuant to Canadian Securities Laws (as defined below), at the time the Reviewing Authority issued a Passport Decision Document with respect thereto in accordance with Canadian Securities Laws, including National Instrument 44-101 — Short Form Prospectus Distributions and National Instrument 44-102 — Shelf Distributions (together, the “Canadian Shelf Procedures”). 8 The Company (i) shall prepare and file with the Qualifying Authorities in accordance with Section 4.1 hereof a prospectus supplement (the “Canadian Prospectus Supplement”) to the Canadian Base Prospectus relating to the Securities (together with the Canadian Base Prospectus, and including any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, the “Canadian Prospectus”), (ii) shall prepare and file with the Qualifying Authorities in accordance with Section 4.1 hereof a prospectus supplement (the “Canadian Warrant Supplement”) to the Canadian Base Prospectus (together with the Canadian Base Prospectus, and including any documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, the “Canadian Warrant Prospectus”) relating to the issuance of the Warrant Shares upon exercise of the Warrants (it being understood and agreed to by the Purchasers that the Canadian Warrant Prospectus will not be filed in respect of, and will not qualify any distribution of, the Warrant Shares upon exercise of the Warrants in any province or territory of Canada), (iii) shall prepare and file with the Commission pursuant to General Instruction II.L of Form F-10 and in accordance with Section 4.1 hereof a prospectus supplement (the “U.S. Prospectus Supplement”) to the U.S. Base Prospectus relating to the offering of the Securities (including all documents incorporated therein by reference, together with the U.S. Base Prospectus, the “U.S. Prospectus”) and (iv) shall prepare and file with the Commission pursuant to General Instruction II.L of Form F-10 and in accordance with Section 4.1 hereof a prospectus supplement (collectively, the “U.S. Warrant Supplement”) to the U.S. Base Prospectus (including all documents incorporated therein by reference, together with the U.S. Base Prospectus, the “U.S. Warrant Prospectus”) relating to the issuance of the Warrant Shares upon exercise of the Warrants. The U.S. Prospectus and the Canadian Prospectus are referred to herein as the “Final Prospectuses.” Any amendment to the Canadian Prospectus, any amended or supplemental prospectus, any management information circular, financial statement, management’s discussion and analysis, annual information form, business acquisition report or material change report that may be filed by or on behalf of the Company under the securities laws of the Qualifying Jurisdictions prior to the expiry of the period of distribution of the Securities, where such document is or is deemed to be incorporated by reference into the Canadian Prospectus, is referred to herein collectively as the “Supplementary Material.” Any reference herein to any “amendment” or “supplement” to the U.S. Prospectus shall be deemed to refer to and include (i) the filing of any document with the Reviewing Authority or the Commission after the date of the U.S. Prospectus, as the case may be, and prior to the Closing Date, which is incorporated therein by reference or is otherwise deemed to be a part thereof or included therein by the Securities Act Regulations and (ii) any such document so filed prior to the Closing Date. The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement (the “Form F-X”). 9 (b) Subsidiaries. Each of ImmunoVaccine Technologies Inc. and IMV, USA Inc. (each a “Subsidiary” and, collectively, the “Subsidiaries”) is a subsidiary of the Company and has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Reports and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the SEC Reports or would not, individually or in the aggregate, result in a Material Adverse Effect, all of the issued and outstanding share capital of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, except as disclosed in the financial statements of the Company, are owned by the Company free and clear of any Lien; and none of the issued and outstanding share capital of each Subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of each Subsidiary or any other person or entity. (b) Organization and Qualification. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of Canada and has power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Reports and to enter into and perform its obligations under the Transaction Documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. (c) Authorization; Enforcement. The Transaction Documents have been, or will be at the Closing Date, duly authorized, executed and delivered by the Company. When issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, the Warrants will be validly issued and will not be issued in violation of or subject to any preemptive rights or contractual rights to purchase securities issued by the Company. The Securities to be sold by the Company under this Agreement have been duly authorized for issuance and sale to the Purchasers pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable. The Securities, upon issuance, will not be issued in violation of or subject to any preemptive rights or contractual rights to purchase securities issued by the Company. The Warrant Shares have been duly authorized for issuance pursuant to the terms of the Warrants and, when issued by the Company upon valid exercise of the Warrants and payment of the exercise price, will be duly and validly issued, fully paid and non-assessable. The Warrant Shares, upon issuance, will not be issued in violation of or subject to any preemptive rights or contractual rights to purchase securities issued by the Company. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. 10 (d) Absence of Defaults and Conflicts. Neither the Company nor each of its Subsidiary is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document of the Company, except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution and delivery of and performance of obligations under the Transaction Documents by the Company and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities) and compliance by the Company with its obligations under the Transaction Documents do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, event of Termination Event or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company or its Subsidiary pursuant to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or each of its Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their respective assets, properties or operations. For purposes herein, “Organizational Documents” means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity; “Repayment Event” means any event or condition that, either immediately or with notice or passage of time or both, (i) gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person or entity acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary of the Company, or (ii) gives any counterparty (or any person or entity acting on such counterparty’s behalf) under any swap agreement, hedging agreement or similar agreement or instrument to which the Company or any subsidiary of the Company is a party the right to liquidate or accelerate the payment obligations, or designate an early termination date under such agreement or instrument, as the case may be; “Termination Event” means any event or condition that gives any person or entity the right, either immediately or with notice or passage of time or both, to terminate or limit (in whole or in part) any Company Documents or any rights of the Company or any Subsidiary thereunder, including, without limitation, upon the occurrence of a change of control of the Company or other similar events; “Company Documents” means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any Subsidiary is a party or by which the Company or its Subsidiary is bound or to which any of the property or assets of the Company or any Subsidiary is subject that, solely in the case of this clause (ii), are material with respect to the Company and any Subsidiary taken as a whole; “Subject Instruments” means the Existing Credit Agreement and the Existing Warrants; provided, that if any instrument, agreement or other document filed or incorporated by reference as an exhibit to the Registration Statement as aforesaid has been redacted or if any portion thereof has been deleted or is otherwise not included as part of such exhibit (whether pursuant to a request for confidential treatment or otherwise), the term “Subject Instruments” shall nonetheless mean such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof that shall have been so redacted, deleted or otherwise not filed; “Existing Credit Agreement” means any existing credit agreement, as amended, supplemented or restated, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its Subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable; and “Existing Warrants” means any warrants to purchase Common Shares outstanding on the date of this Agreement. 11 (e) Compliance with Applicable Laws. Except as described in the SEC Reports, the Company: (A) is and at all times has been in compliance with all applicable U.S., Canadian and foreign statutes, rules, regulations, or guidance applicable to Company, its product candidates and activities and the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product candidate manufactured by the Company, including the applicable provisions of the Food and Drugs Act (Canada) and the regulations thereunder and the United States Federal Food, Drug and Cosmetic Act of 1938, as amended, and related legislation and regulations in the United States and the European Union (“Applicable Laws”), except where such noncompliance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) has not received any warning letter, untitled letter or other correspondence or written notice from the United States Food and Drug Administration, Health Canada, or any other U.S. or Canadian federal, state, provincial or foreign governmental authority having authority over the Company (“Governmental Authority”) alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all Authorizations and such Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (D) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity of the Company or any Subsidiary is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received written notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and the Company has no knowledge that any such Governmental Authority is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission). 12 (f) Issuance of the Securities; Registration. The issuance of the Common Shares, including the Warrant Shares, has been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, the Common Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Registration Statement initially became effective under the Securities Act on July 25, 2022. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of the Company (including the Securities) has been issued or made by any Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated by any such authority. Any request on the part of the Commission, any Qualifying Authority or any other securities commission, stock exchange or other regulatory authority for additional information in connection with the offering contemplated hereby has been complied with. Each part of the Registration Statement and any post-effective amendment thereto, at the time such part became effective, the U.S. Warrant Prospectus and the U.S. Prospectus (or any amendment or supplement to the U.S. Prospectus), at the time it is first filed in accordance with General Instruction II.L of Form F-10 or the time of first use within the meaning of the Securities Act Regulations, and at the Closing Date, complied and will comply in all material respects with the applicable requirements and provisions of the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time of filing thereof with the Qualifying Authorities and at the Closing Date: (A) the Canadian Warrant Prospectus and the Canadian Prospectus (and any further amendments or supplements thereto, including any Supplementary Material) complied and will comply in all material respects with the securities laws applicable in the Qualifying Jurisdictions and the respective instruments, rules and regulations made and forms prescribed under such laws together with applicable published policy statements (including, without limitation, the Canadian Shelf Procedures) and applicable notices of the Qualifying Authorities made in connection with the transactions contemplated by this Agreement and the Warrants (collectively, the “Canadian Securities Laws”); and (B) the Canadian Warrant Prospectus and the Canadian Prospectus (and any further amendments or supplements thereto, including any Supplementary Material) constituted and will constitute full, true and plain disclosure of all material facts relating to the Securities and the Company and its Subsidiaries (as defined below), taken as a whole, and did not and will not contain a misrepresentation, as defined under Canadian Securities Laws, and did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, each electronic road show undertaken, if any, when taken together as a whole with the Canadian Prospectus (and any further amendments or supplements thereto, including any Supplementary Material), do not and on the Closing Date, will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The U.S. Prospectus will conform to the Canadian Prospectus, in each case except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission. 13 (g) Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Common Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Neither the Company nor any Subsidiary is party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any securities of the Company or any Subsidiary. The issued and outstanding Common Shares and any other share capital of the Company have been duly authorized and validly issued and are fully paid and nonassessable and were issued in compliance with the Canada Business Corporations Act, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing or duly complied with on behalf of the Company. The authorized share capital of the Company, including the Common Shares, conforms to the description thereof in the SEC Reports. The Company’s articles and bylaws conform in all material respects to the respective statements relating thereto contained in the SEC Reports and such statements conform to the rights set forth in the respective instruments and agreements defining the same. Except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Common Shares or the share capital of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Common Shares or Common Share Equivalents or share capital of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue Common Shares or other securities to any Person (other than the Purchasers). Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares capital of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as set forth on Schedule 3.1(g), there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 14 (h) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the U.S. Prospectus and the U.S. Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included or incorporated by reference in the Registration Statement and U.S. Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of the Company and its consolidated Subsidiaries at the dates indicated and the results of operations, changes in shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the periods specified; and all such financial statements have been prepared in conformity with IFRS applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and the U.S. Prospectus present fairly, in accordance with IFRS, the information required to be stated therein. No other schedules or financial statements are required to be included or incorporated by reference in the Registration Statement and the U.S. Prospectus. 15 (i) No Material Adverse Change in Business. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business; (B) neither the Company nor any Subsidiary has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material with respect to the Company and its Subsidiaries taken as a whole, and neither the Company nor any Subsidiary has sustained any loss or interference with its business or operations from pandemic, fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (j) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or each of its Subsidiary that is required to be disclosed in the U.S. Prospectus (other than as disclosed therein), or that might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or to materially and adversely affect the consummation of the transactions contemplated in this Agreement and the Warrants or the performance by the Company of its obligations under this Agreement and the Warrants; the aggregate of all pending legal or governmental proceedings to which the Company or each of its Subsidiary is a party or of which any of their respective property or assets is the subject that are not described in the Prospectus, including ordinary routine litigation incidental to the business, would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (k) Absence of Labor Dispute. No labor dispute with the employees of the Company or each of its Subsidiary exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of the principal suppliers, manufacturers, customers or contractors of the Company or each of its Subsidiary that might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (l) Absence of Further Requirements. (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, (B) no authorization, approval, vote or consent of any holder of share capital or other securities of the Company or creditor of the Company or any Subsidiary, (C) no authorization, approval, waiver or consent under any Company Document, and (D) no authorization, approval, vote or consent of any other person or entity, is necessary or required for the authorization, execution, delivery or performance of obligations by the Company of this Agreement and the Warrants, for the offering of the Securities as contemplated by this Agreement and the Warrants, for the issuance, sale or delivery of the Securities to be sold by the Company pursuant to this Agreement, or for the consummation of any of the other transactions contemplated by this Agreement and the Warrants, in each case on the terms contemplated by the U.S. Prospectus, except such as have been obtained under the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations, and all applicable requirements of Canadian Securities Laws, the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), Nasdaq, the TSX, as the case may be, and except that no representation is made as to such as may be required under state, blue sky or foreign securities laws. 16 (m) Environmental Laws. Except as described in the SEC Reports and except as would not, individually or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor each of its Subsidiary is in violation of any and all applicable United States or Canadian federal, provincial, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and each of its Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or its Subsidiary and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or each of its Subsidiary relating to Hazardous Materials or any Environmental Laws. (n) Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate United States or Canadian federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; and, except as would not, individually or in the aggregate, or would be reasonably expected to result in a Material Adverse Effect, the Company and each of its Subsidiary are in compliance with the terms and conditions of all such Governmental Licenses, all such Governmental Licenses are valid and in full force and effect; and neither the Company nor its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses. 17 (o) Property. The Company and each of its Subsidiary do not own any real property. All real property, buildings and other improvements, and all equipment and other property, held under lease or sublease by the Company or its Subsidiaries is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Company and its Subsidiaries, and all such leases and subleases are in full force and effect; and neither the Company nor its Subsidiaries has received any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases or subleases mentioned above or affecting or questioning the rights of the Company or its Subsidiaries to the continued possession of the leased or subleased premises or to the continued use of the leased or subleased equipment or other property except for such claims that, if successfully asserted against the Company or its Subsidiaries, would not, individually or in the aggregate, result in a Material Adverse Effect. (p) Possession of Intellectual Property. The Company and any Subsidiary own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the SEC Reports or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted, and as described in the SEC Reports; neither the Company nor its Subsidiaries has received any notice or is otherwise aware of any material infringement of any Intellectual Property or of any facts or circumstances that would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interests of the Company or of its Subsidiaries therein; there are no third parties who have or, to the knowledge of the Company, would reasonably be expected to be able to establish rights to any Intellectual Property of the Company or its Subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property that the SEC Reports disclose is licensed to the Company or its Subsidiaries; there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company’s or its Subsidiaries’ rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Company or its Subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the SEC Reports, infringe or violate, any Intellectual Property of others, and the Company is unaware of any facts that would reasonably be expected to form a reasonable basis for any such action, suit, proceeding or claim; the Company and its Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or its Subsidiaries, all such agreements are in full force and effect, and, to the knowledge of the Company, no event or condition has occurred or, to the knowledge of the Company, exists that gives or, with notice or passage of time or both, would give any person or entity the right to terminate any such agreement. 18 (q) Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are, in the Company’s reasonable judgment, prudent and customary in the businesses in which they are engaged; all policies of insurance and any fidelity or surety bonds insuring the Company or each of its Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and each of its Subsidiaries are in compliance with the terms of such policies and instruments in all material respects; there are no claims by the Company or each of its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor each of its Subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor each of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not, individually or in the aggregate, result in a Material Adverse Effect. (r) Related Party Transactions. There are no business relationships or related party transactions involving the Company or its Subsidiary or, to the knowledge of the Company, any other person or entity related to the Company or each of its Subsidiaries that are required to be described in the SEC Reports that have not been described as required. (s) Accounting Controls; Disclosure Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS, and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting is effective and since the end of the Company’s most recent audited fiscal year, there have been no “material weaknesses” (each as defined by applicable Canadian Securities Laws) in its internal control over financial reporting (whether or not remediated). None of the Company, its board of directors or audit committee is aware of any fraud that involves management or other employees of the Company who have a significant role in the Company’s internal controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s board of directors has, subject to the exceptions, cure periods and the phase in periods specified in the applicable stock exchange rules (“Exchange Rules”) or Canadian Securities Laws, validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the applicable independence and other requirements of the Exchange Rules and Canadian Securities Laws, and the Company’s board of directors and/or the audit committee has adopted a charter that satisfies the requirements of the Exchange Rules and Canadian Securities Laws. The Company maintains disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act and as contemplated by the certifications required under Form 52-109F1 and Form 52-109F2 under Multilateral Instrument 52-109 - Certification of Disclosures in Issuer’s Annual and Interim Filings; such controls and procedures are effective at the reasonable assurance level to ensure that all material information concerning the Company and its Subsidiaries is made known, on a timely basis, to the individuals responsible for the preparation of the Company’s filings with the Commission and the Qualifying Authorities. The Company has utilized such controls and procedures in preparing and evaluating the disclosures in the SEC Reports. Neither the Company’s board of directors nor the audit committee has been informed, nor is any director of the Company or the Company aware, of any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls. No material relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company, on the other hand, which is required to be described in the SEC Reports which is not so described. The Company has not, directly or indirectly, extended or maintained credit, or arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its directors or executive officers in violation of applicable laws, including Section 402 of the Sarbanes-Oxley Act. The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the Commission thereunder that are in effect and with which the Company is required to comply. 19 (t) Certain Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents. (u) Investment Company. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the receipt and application of the net proceeds therefrom as described in the U.S. Prospectus under the caption “Use of Proceeds,” will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the 1940 Act. (v) Registration Rights. There are no persons or entities with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Company under the Securities Act, and there are no persons or entities with co-sale rights, tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by this Agreement or sold in connection with the sale of Securities, except in each case for such rights that have been duly waived in writing; and the Company has given all notices required by, and has otherwise complied with its obligations under, all registration rights agreements, co-sale agreements, tag-along agreements and other similar agreements in connection with the transactions contemplated by the Transaction Documents. 20 (w) Listing and Maintenance Requirements. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth on Schedule 3.1(w), the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Shares is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Except as set forth on Schedule 3.1(w), the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Shares is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer. (x) Applicable Takeover Restrictions. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation or by-laws, the Canada Business Corporations Act or other applicable Canadian laws that is or could reasonably be expected to become applicable to the Purchasers and the Company fulfilling their obligations or exercising their rights under the Agreement, including, without limitation, the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities. (y) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the U.S. Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof. 21 (z) No Integrated Offering. The Company has not sold or issued any securities that would be integrated with the offering of the Securities contemplated by this Agreement pursuant to the Securities Act or the Securities Act Regulations or integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated. (aa) Solvency. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with IFRS. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness. (bb) Tax Returns. The Company and its Subsidiary have filed all applicable United States federal, Canadian federal, state, provincial, local and foreign tax returns that are required to be filed or have obtained extensions thereof, except where the failure so to file would not, individually or in the aggregate, result in a Material Adverse Effect, and have paid all taxes (including, without limitation, any estimated taxes) required to be paid and any other assessment, fine or penalty, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Effect. (cc) No Unlawful Payments. Neither the Company nor each of its Subsidiaries nor any director, officer, or employee of the Company or each of its Subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person or entity associated with or acting on behalf of the Company or each of its Subsidiaries, is aware of or has taken any action, directly or indirectly, that has resulted or would result in: (A) the use of any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) the making or taking of an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, (C) a violation by any such person or entity of any provision of the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws, or (D) the making, offering, requesting or taking of, or the agreement to take, an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and each of its Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. 22 (dd) Independent Accountants. PricewaterhouseCoopers LLP, who certified the financial statements and any supporting schedules included in the Registration Statement and the U.S. Prospectus are independent public accountants as required by the Securities Act the Securities Act Regulations and Canadian Securities Laws, are in good standing with the Canadian Public Accountability Board and are independent with respect to the Company within the meaning of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sarbanes-Oxley Act”) for the periods required under General Instruction III.B. of Form F-10, and are also independent with respect to the Company as required by the Canada Business Corporations Act, applicable Canadian Securities Laws and applicable Canadian professional standards. There has not been a “reportable event” (within the meaning of Section 4.11 of National Instrument 51-102 — Continuous Disclosure Obligations) between PricewaterhouseCoopers LLP and the Company. Except as described in the SEC Reports, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), or any other relationships with unconsolidated entities or other persons, that may have a material current or, to the Company’s knowledge, future effect on the Company’s financial condition, changes in financial condition or results of operations. (ee) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives. 23 (ff) Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.15 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Shares, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing shareholders’ equity interests in the Company at and after the time that the hedging activities are being conducted, provided that the foregoing transactions are in compliance with all applicable securities laws. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents. (gg) Absence of Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Securities, and has not effected any sales of Common Shares which would be required to be disclosed in the U.S. Prospectus, and which have not been so disclosed. (hh) Regulatory Compliance; Studies, Tests and Trials. (i) The Company and each of its Subsidiaries is in compliance in all material respects with all applicable provisions of the Food and Drugs Act (Canada) and the regulations thereunder relating to its product candidates and activities and the United States Federal Food, Drug and Cosmetic Act of 1938, as amended, and related legislation and regulations in the United States and the European Union; (ii) the Company and each of its Subsidiaries is in compliance with the following specific requirements relating to product candidates and activities in Canada and to applicable foreign jurisdictions, including the United States: (A) all of the Company’s product candidates comply in all material respects with any conditions of approval and the terms of the applications, if any, submitted by or on behalf of the Company to Health Canada, the United States Food and Drug Administration, and to applicable foreign regulatory bodies; (B) all adverse events that were required to be reported by Company or its Subsidiaries to Health Canada, the United States Food and Drug Administration, and to corresponding foreign regulatory bodies have been reported to Health Canada, the United States Food and Drug Administration and said corresponding foreign regulatory body in a timely manner; and (C) all stability studies required to be performed by or on behalf of the Company for products used by the Company or each of its Subsidiaries have been, to the knowledge of the Company, completed or are ongoing in accordance with the applicable Health Canada requirements and to the requirements of the applicable foreign jurisdictions, including in the United States; and (iii) all clinical trials of the Company and each of its Subsidiaries have been, to the knowledge of the Company, rendered in accordance with good clinical practices as required by the United States Food and Drug Administration. The studies, tests and preclinical and clinical trials conducted by or on behalf of the Company or each of its Subsidiaries were and, if still pending, are, being conducted in accordance in all material respects with experimental protocols, procedures and controls pursuant to accepted professional scientific standards and all Applicable Laws and Authorizations; the descriptions of the results of such studies, tests and trials contained in the SEC Reports fairly present in all material respects the data derived from such studies, tests and trials; except to the extent disclosed in the SEC Reports, the Company is not aware of any studies, tests or trials the results of which the Company believes reasonably call into question the study, test, or trial results described or referred to in the SEC Reports when viewed in the context in which such results are described and the clinical state of development; and the Company has not received any notices or correspondence from any Governmental Authority requiring the termination, suspension or material modification of any current or active studies, tests or preclinical or clinical trials conducted by or on behalf of the Company. 24 (ii) Cybersecurity. To the knowledge of the Company and each of its Subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including, without limitation, the data and information of their respective customers, employees, suppliers and vendors and any third party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”); neither the Company nor its Subsidiaries has been notified of, or has knowledge of any event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and the Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification. (jj) Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Shares on the date such stock option would be considered granted under IFRS and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects. 25 (kk) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). (ll) No Conflicts with Sanctions Laws. Neither the Company nor its Subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, employee or affiliate or other person or entity associated with or acting on behalf of the Company or its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, OFAC or the United States Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the UNSC, the European Union, Her Majesty’s Treasury (“HMT”) or similar sanctions administered by Global Affairs Canada, the Canada Border Services Agency or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Burma (Myanmar), Crimea, Cuba, Iran, North Korea, Sudan, Syria or any other country that is the subject of Sanctions (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to each of its Subsidiaries, joint venture partner or other person or entity (A) to fund or facilitate any activities of or business with any person or entity that, at the time of such funding or facilitation, is the subject or the target of any Sanctions, (B) to fund or facilitate any activities of or any business in any Sanctioned Country or (C) in any other manner that could result in a violation by any person or entity (including any person or entity participating in the transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions. For the past five years, the Company and each of its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was the subject or the target of any Sanctions or with any Sanctioned Country. 3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. 26 (b) Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. (c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act. (d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (e) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser. 27 (f) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future. 28 ARTICLE IV OTHER AGREEMENTS OF THE PARTIES 4.1 Prospectus Filings. Prior to the Closing Date, the Company will prepare the Canadian Final Prospectus Supplement and the Canadian Warrant Supplement in accordance with the Canadian Shelf Procedures, the U.S. Warrant Supplement and the U.S. Final Prospectus Supplement, consisting of the English language version of the Canadian Final Prospectus Supplement and the Canadian Warrant Supplement with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission, in each case in a form reasonably approved by the Representative, on behalf of the Underwriters, and will file (i) the Canadian Prospectus Supplement with the Qualifying Authorities pursuant to the Canadian Shelf Procedures as soon as possible but not later than 3:00 P..M. (Nova Scotia time) on December 19, 2022, (ii) the Canadian Warrant Supplement with the Qualifying Authorities pursuant to the Canadian Shelf Procedures prior to the Closing Date, (iii) the U.S. Prospectus Supplement with the Commission pursuant to General Instruction II.L of Form F-10 as soon as possible and in any event within one business day of the filing of the Canadian Prospectus Supplement with the Qualifying Authorities and (iv) the U.S. Warrant Supplement with the Commission pursuant to General Instruction II.L of Form F-10 as soon as possible and in any event within one business day of the filing of the Canadian Warrant Supplement with the Qualifying Authorities, provided that the filings set forth in clauses (i)-(iv) shall be made by 9:00 a.m. (New York City time) on the Closing Day. 4.2 Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. 4.3 Furnishing of Information. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act. 4.4 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. 29 4.5 Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Report on Form 6-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure. 4.6 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers. 4.7 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.5, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Report on Form 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. 30 4.8 Use of Proceeds. Except as set forth on Schedule 4.8 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Shares or Common Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations. 4.9 Indemnification of Purchasers. Subject to the provisions of this Section 4.9, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law. 31 4.10 [RESERVED] 4.11 Listing of Common Shares. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Shares on each Trading Market on which the Common Shares are currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Shares traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of each Trading Market on which the Common Shares are currently listed. The Company agrees to maintain the eligibility of the Common Shares for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. 4.12 [RESERVED] 32 4.13 Subsequent Equity Sales. (a) During the Lock-Up Period, the Company will not, directly or indirectly, (i) issue, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Shares or other share capital or any securities convertible into or exercisable or exchangeable for Common Shares or other share capital, (ii) file or cause the filing of any prospectus in Canada or registration statement under the Securities Act with respect to any Common Shares or other share capital or any securities convertible into or exercisable or exchangeable for any Common Shares or other share capital (other than a registration statement on Form S-8 registering Common Shares underlying equity awards) or (iii) enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Common Shares or other share capital or any securities convertible into or exercisable or exchangeable for any Common Shares or other share capital, whether any transaction described in clause (i) or (iii) above is to be settled by delivery of Common Shares, other share capital, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. (b) Notwithstanding the provisions set forth in Section 4.13(a), the Company may, without the prior written consent of the Purchasers, (i) issue the Securities to the Purchasers pursuant to this Agreement, (ii) issue warrants to the Placement Agent in connection with the transactions pursuant to this Agreement and any securities upon exercise of warrants to the Placement Agent, (iii) issue Warrant Shares upon the exercise of the Warrants, (iv) issue Common Shares, and options to purchase Common Shares, pursuant to stock option plans, stock purchase or other equity incentive plans as those plans are in effect on the date of this Agreement, and issue Common Shares (A) upon the exercise of stock options issued under stock option or other equity incentive plans referred to in clause (y) above, as those plans are in effect on the date of this Agreement, or (B) upon the exercise of warrants outstanding on the date of this Agreement, as those warrants are in effect on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities. (c) From the date hereof until twelve (12) months following the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Share Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled; provided, however, that, after six (6) months after the date of this Agreement, the issuance of Common Shares in an “at the market” offering with H.C. Wainwright & Co., LLC as sales agent shall not be deemed a Variable Rate Transaction. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. 33 4.14 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Document. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise. 4.15 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.5. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.5, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.5, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.5 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agent, including, without limitation, the Placement Agent, after the issuance of the initial press release as described in Section 4.5. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. 34 4.16 Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents. 4.17 Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of such Lock-Up Agreement. ARTICLE V MISCELLANEOUS 5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties). 5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. 5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. 5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2’1) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. 35 5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Prefunded Warrants based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company. 5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.” 5.8 No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.9 and this Section 5.8. 36 5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.9, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. 5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities. 5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf’ format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf’ signature page were an original thereof. 5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 37 5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any Common Shares subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right). 5.14 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities. 5.15 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate. 5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. 5.17 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers. 38 5.18 Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled. 5.19 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day. 5.20 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and Common Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Common Shares that occur after the date of this Agreement. 5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. (Signature Pages Follow) 39 IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. IMV INC. Address for Notice: By: /s/ Andrew Hall E-mail: ahall@imv-inc.com Name: Andrew Hall Title: CEO With a copy to (which shall not constitute notice): [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS] [PURCHASER SIGNATURE PAGES TO IMV SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Armistice Capital Master Fund Ltd. Signature of Authorized Signatory of Purchaser: /s/ Steven Boyd Name of Authorized Signatory: Steven Boyd Title of Authorized Signatory: CIO of Armistice Capital, LLC, the Investment Manager Email Address of Authorized Signatory: [***] Address for Notice to Purchaser: c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, NY 10022 Address for Delivery of Securities to Purchaser (if not same as address for notice): Armistice Capital, LLC Attention: Andrew Tuminello 510 Madison Avenue, 7th Floor New York, NY 10022 Subscription Amount: $9,000,000.36 Shares: 900,000 Prefunded Warrant Shares: 2,548,276 Beneficial Ownership Blocker ☐ 4.99% or ☒ 9.99% Warrant Shares: 3,448,276 Beneficial Ownership Blocker ☒ 4.99% or ☐ 9.99% EIN Number: [***] ☒ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above- signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] Exhibit 4.5 LEASE This lease (the “Lease”) is dated as of July 26th, 2021, between GiGi Capital, LLC having a place of business at 10 Rogers Street #121, Cambridge, MA 02142 (the “Lessor”) and IMV USA INC. a Delaware Corporation., presently having its normal place of business at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia, B3B 2C4, Canada (the “Lessee”). The Lessor and the Lessee hereby agree as follows: 1. Agreement to Lease. The Lessor hereby leases the Premises to the Lessee upon the terms and conditions hereinafter set forth, and the Lessee hereby accepts the Premises from the Lessor under these terms and conditions. 2. Premises. 3,400 rentable square feet commonly known as Suite 120 (the “Premises”) located at 10 Rogers Street, Cambridge, MA, 02142, (the “Building”), attached as Exhibit A. The Premises will be provided in “as-is” condition except as outlined in section 33 below. 3. Term. The Lease shall commence on August 1, 2021 and shall terminate on October 31, 2024. 3a. Option Term. The Lessee shall have the right to extend the lease for one additional year by providing the Lessor with not less than 12-months prior written notice. 4. Security Deposit. Upon execution of this Lease, the Lessee shall deposit with Lessor the amount of $34,416.66, which shall be held as security for all of Lessee’s obligations under this Lease and refunded to the Lessee at the expiration of the Term, subject to the Lessee’s satisfactory compliance with the conditions hereof. If the Lessee fails to pay rent or other charges due hereunder or otherwise defaults under this Lease, the Lessor may use, apply or retain all or any portion of the security deposit for the payment of any rent or other charge or for the payment of any other sum to which the Lessor may become obligated by reason of the Lessee’s default or to compensate the Lessor for any loss or damage which the Lessor may suffer thereby. If the Lessor so uses or applies all or any portion of the security deposit, the Lessee shall, within ten (10) days after demand therefore, restore the security deposit to the full amount thereof and the Lessee’s failure to do so shall be a material breach of this Lease. No trust relationship is created hereby between the Lessor and the Lessee with respect to the security deposit. 5. Rent. The Lessee shall pay rent to the Lessor in advance monthly installments beginning October 1, 2021 (except that the first month’s rent, for October 1, 2021- October 31, 2021, shall be due upon execution of this document) based on the below schedule: August 1, 2021 to September 30, 2021 No rent due October 1, 2021 to September 30, 2022 $17,708.33/month October 1, 2022 to September 30, 2023 $18,239.58/month October 1, 2023 to September 30, 2024 $18,786.77/month Option Term: October 1, 2024 to September 30, 2025 $19,350.37/month 6. Utilities. During the Term, Lessee shall pay for electricity and gas directly metered to the Premises directly to the utility company. Lessor shall provide water and sewer to the Premises, but there shall be no reimbursement due from the Lessee for Water and Sewer. 7. Operating and Tax Escalation Provision: Additional Rent A. Tax. If, in any tax year, the real estate taxes for the Premises are in excess of the amount of the Base Taxes for the year 2022 (hereinafter called the “Base Year”), Lessee will pay to Lessor, as additional rent hereunder, when designated by notice in writing by Lessor, the amount of the excess multiplied by the Lessee’s proportionate share (Escalation Factor). If the Lessor obtains an abatement of any such real estate tax, a proportionate share of such abatement less the reasonable fees and costs incurred in obtaining the same, if any, shall be refunded to the Lessee. B. Operating. Lessee shall have no responsibility to Lessor for operating expenses or insurance reimburse for any portion of the Building. 8. Proportionate Share/Escalation Factor. Lessee’s pro-rata share shall be 100% of the Unit(s) assessment. 9. Base Years. Real Estate Taxes - Fiscal Year 2022: Operating Expenses - NA 10. Special Equipment. Notwithstanding anything to the contrary herein, Lessee agrees to pay for all electrical, gas and any other upgrades required if any special equipment requires such additional capacity. 11. Use of Leased Premises. The Lessee shall use the leased Premises only for the operation of a general office. Except as may be used lawfully in the ordinary course of office use, Lessee shall not introduce any hazardous or toxic materials onto the Premises, or the Building or property on which the Premises are located. 12. Compliance with Laws. The Lessee acknowledges that no trade or occupation shall be conducted in the Premises or use made thereof which will be unlawful, improper, noisy or offensive, or contrary to any law, rule, regulation, order or any municipal by-law or ordinance in force in the city or town in which the Premises are situated. 13. Fire Insurance. The Lessee shall not permit any use of the Premises which will make voidable any insurance on the Property, or on the contents of said Property or which shall be contrary to any law or regulation from time to time established by the New England First Insurance Rating Association, or any similar body succeeding to its powers. The Lessee shall on demand reimburse the Lessor, and all other Lessees, for all extra insurance premiums caused by the Lessee’s use of the Premises; however, Lessor acknowledges that general office use will not increase the premiums. Lessor shall insure the Building at full replacement value. 14. Maintenance of Premises. The Lessee agrees to maintain the Premises in the same condition as they are at the commencement of the Term or as they may be put in by Lessor during the term of this Lease, reasonable wear and tear, and damage by fire and other casualty only excepted. The Lessee acknowledges that the Premises are now in good order and the glass whole. The Lessee shall not cause or permit the Premises to be overloaded, damaged, stripped or defaced above reasonable wear and tear. The Lessee shall be responsible for the cost of any damage to common areas of the Building caused by the Lessee, or any contractors, invitees, clients, or employees of the Lessee. Lessee shall obtain written consent of Lessor before erecting any exterior sign on the Premises. Lessor shall provide Lessee with building standard signage at the entrance to Lessee’s Premises at Lessor’s expense. Lessor shall be responsible for maintaining the roof, structure, HVAC equipment, plumbing and electrical systems of the building except that Lessee shall be responsible for resetting tripped circuit breakers. Lessee shall be responsible for changing light bulbs within the Premises. Lessee shall be responsible for repairing and maintaining any 2 kitchen or lab appliances, sinks (and clogs thereto), disposals, cabinetry, etc. within the kitchen or lab that exclusively serves the Premises. Lessee shall maintain the programs on all programable thermostats within the Premises. Lessor shall be responsible for the replacement of all exterior glass broken from the outside; Lessee shall be responsible for all exterior glass broken from the inside. Lessee shall be responsible for repairing all interior glass broken within the Premises. Lessee shall be responsible for all janitorial requirements and cleaning within the Premises. Lessee shall maintain the carpet within the Premises, and Lessor shall provide a clean carpet at the commencement of the term. Lessee shall be responsible for all installations, repairs and maintenance to telecommunications and data equipment and wiring. Lessee shall be responsible for all lockouts from the Premises. 15. Alterations, Additions. The Lessee shall not make structural alterations or additions to the Premises but may make non-structural alterations to the Premises provided the Lessor consents there to in advance in writing, which consent shall not be unreasonably withheld or delayed. All such allowed alterations shall be in quality at least equal to the present construction, and Lessee shall not unreasonably disturb other lessees of the Building during such alterations. If other lessees in the building are disturbed, then the work shall immediately cease and shall only be permitted during the nonbusiness hours of the building. Lessee shall not permit any mechanics’ liens, or similar liens, to remain upon the Premises for labor and material furnished to Lessee or claimed to have been furnished to Lessee in connection with work of any character performed or claimed to have been performed at the direction of Lessee and shall cause any such lien to be released of record forthwith without cost to Lessor. Any alterations or improvements made by the Lessee shall become the property of the Lessor at the termination of occupancy as provided herein as long as Lessor states that such alterations or improvements shall become the property of the Lessor at termination of occupancy in Lessor’s written consent to do the work. If any alterations or additions are made to the Premises that cause any additional work to be required in the building or Premises by state, local or federal officials, due to any code or building requirement whatsoever, including but in no way limited to ADA improvements, then the cost of the additional improvements shall be the sole responsibility of the Lessee. Lessor represents and warrants that as of the Commencement Date, the Premises complies with ADA requirements for general office use. 16. Assignment, Subleasing. The Lessee shall not assign, sublet, mortgage, pledge encumber or otherwise transfer the whole or any part of the Premises without Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed, except that Lessor’s consent will not be required (but thirty (30) days prior written notice shall be given) for any sublease or assignment of all or any portion of the Premises to affiliates or subsidiaries of Lessee, or to any successor resulting from an acquisition, merger or consolidation, provided such entity has a financial position equal or better to Lessee’s financial position of the date of execution of this Lease. Notwithstanding such consent, Lessee shall remain liable to Lessor for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If this Lease is assigned or if the Premises or any part thereof is sublet, the Lessor may collect rent and other charges from the assignee or Sublessee and apply the net amount collected to the rent and other charges due from the Lessee hereunder, but no such assignment, subletting, collection, or modification of any provisions of this lease shall be deemed to be a waiver of the Lessee’s covenant not to so assign or sublet or to be an acceptance of the assignee or Sublessee as a Lessee or to be a release of the Lessee from is obligations under this Lease. The Lessee shall be responsible for all of Lessor’s reasonable and actual costs associated with the Assignment or Sublease, including but not limited to a management review fee of $500, plus all of Lessor’s reasonable legal review fees.. Payment of these fees does not in any way guarantee the approval of the assignment or sublease. The Lessee shall pay to the Lessor, as and when the same becomes due under any permitted sublease, on half of any rent, additional rent and other sums received by the Lessee on account of such subletting which shall exceed the rent payable to the Lessor hereunder and any reasonable expenses incurred by the Lessee in connection with such subletting. 3 17. Subordination. This Lease shall be subject and subordinate to any and all mortgages, deeds of trust and other instruments in the nature of a mortgage, now or any time hereafter, a lien or liens on the Property of which the leased Premises are a part and the Lessee shall, when requested, promptly execute and deliver such written instruments as shall be necessary to show the subordination of this Lease to said mortgages, deeds of trust or other such instruments in the nature of a mortgage. 18. Access. The Lessor and Lessor’s agents may, at reasonable times and upon 24-hours prior notice, (i) enter to view the Premises, (ii) remove placards and signs not approved and affixed as herein provided, (iii) make repairs and alterations, as Lessor shall elect to do at Lessor’s cost unless required of Lessee under the terms of this Lease, and, (iv) show the Premises to others. Lessee shall have twenty-four (24) hour access to the Premises via key card. 19. Indemnity. The Lessee shall defend, with counsel first approved by Lessor, save harmless, and indemnify Lessor from any liability for injury, loss, accident or damage to any person or property and from any claims, actions, proceedings and expenses and costs in connection therewith (including, without implied limitation, reasonable counsel fees): (i) arising from the omission, fault, willful act, negligence or other misconduct of Lessee or from any use made or thing done or occurring on the Premises not due to the omission, fault, willful act, negligence or other misconduct of Lessor or (ii) resulting from the failure of Lessee to perform and discharge its covenants under this Lease. The Lessor shall defend, with counsel first approved by Lessee, save harmless, and indemnify Lessee from any liability for injury, loss, accident or damage to any person or property and from any claims, actions, proceedings and expenses and costs in connection therewith (including, without implied limitation, reasonable counsel fees): (i) arising from the omission, fault, willful act, negligence or other misconduct of Lessor or from any use made or thing done or occurring on the Building not due to the omission, fault, willful act, negligence or other misconduct of Lessee or (ii) resulting from the failure of Lessor to perform and discharge its covenants under this Lease. 20. Lessee’s Property. The Lessee agrees that all the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Lessee and of all persons claiming by, through or under Lessee which, during the continuance of this Lease or any occupancy of the Premises by Lessee or anyone claiming under Lessee, may be on the Premises or elsewhere in the Building or on the Property shall be at the sole risk and hazard of Lessee, and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, flood, or by the leakage or bursting of water pipes, steam pipes, or other pipes, by theft, or from any other cause, no part of said loss or damage is to be charged to or to be borne by Lessor, unless such loss or damage is due to Lessor’s gross negligence or misconduct. 21. Rules. Lessee agrees to comply with all reasonable rules and regulations now or hereafter made by Lessor, attached as Exhibit B and Exhibit D, for the care and use of the Premises, the Building and the common areas provided such rules are uniformly made and applied and do not interfere with Lessee’s permitted use of the Premises or the Building. Lessor shall not be liable to Lessee for failure of other Lessees to conform to such rules and regulations. 22. Waiver of Subrogation. Any insurance carried by either party with respect to the Premises and property therein or occurrences thereon shall, if the other party so requests and if it can be so written without additional premium or with an additional premium which the other party agrees to pay, include a clause or endorsement denying to the insurer rights of subrogation against the other party to the extent rights have been waived by the insured prior to the occurrence of injury or loss. Each party, notwithstanding any provisions of this Lease to the contrary, hereby waives any rights of recovery against the other for injury or loss due to hazards covered by insurance containing such clause or endorsement to the extent of the indemnification received there under. 4 23. Lessee’s Liability Insurance. The Lessee shall maintain with respect to the Premises and the Property, of which the leased Premises are a part, comprehensive public liability insurance in the amount of $1 million for any one person injured or killed and $1 million for any one accident with property damage insurance in limits of $50,000 per accident in responsible companies qualified to do business in Massachusetts and in good standing therein insuring the Lessor as well as Lessee against injury to persons or damage to property as provided. The Lessee shall deposit with the Lessor certificates for such insurance at or prior to the commencement of the term, and thereafter within thirty (30) days prior to the expiration of any such policies. All such insurance certificates shall provide that such policies shall not be canceled without at least ten (10) days prior written notice to each insured named therein. 24. Fire, Casualty, Eminent Domain. Should a substantial portion of the Premises or the Property be substantially damaged by fire or other casualty, or be taken by eminent domain, the Lessor may elect to terminate this Lease. When such fire, casualty, or taking renders the Premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the Lessee may elect to terminate this Lease if: (i). The Lessor fails to give written notice within thirty (30) days of intention to restore Premises, or (ii). The Lessor fails to restore the Premises to a condition substantially suitable for their intended use within ninety (90) days of said fire, casualty, or taking. The Lessor reserves, and the Lessee grants to the Lessor, all rights which the Lessee may have for damages or injury to the Premises for any taking by eminent domain, except for damages to the Lessee’s fixtures, property, or equipment. 25. Events of Default. Each of the following shall constitute an event of default: (i). Lessee shall fail to pay rent or additional rent payable hereunder within 5-days of the due date; or (ii). Lessee shall neglect or fail to perform or observe any other covenant or obligation contained herein and the Lessee shall fail to remedy the same as soon as practicable and in any event within thirty (30) days after notice to the Lessee specifying such neglect or failure, or if such failure cannot reasonably be cured by the Lessee within said thirty (30) day period, or if Lessee shall fail to commence promptly (and in any event within such thirty (30) day period) to remedy the same and to prosecute such remedy to completion with diligence and continuity; or (iii). Lessee or any guarantor of Lessee shall make an assignment for the benefit of creditors; or (iv). Lessee’s leasehold interest shall be taken by execution or other process of law, or (v). A lien or other involuntary encumbrance is filed against Lessee’s leasehold interest or Lessee’s other property, including said leasehold interest, and is not discharged within ten (10) days thereafter, or (vi). A petition is filed by Lessee or any guarantor of Lessee for adjudication as a bankrupt or for reorganization or an arrangement under any provision of the Bankruptcy Act as then in force and effect, or 5 (vii). An involuntary petition under any of the provisions of said Bankruptcy Act is filed against Lessee or any guarantor of Lessee and such involuntary petition is not dismissed within thirty (30) days thereafter, or (viii). Lessee shall fail to take possession of the Premises and occupy the same for the permitted uses within thirty (30) days following the date when the Premises are deemed ready for occupancy. If an Event of Default shall occur, the Lessor may, at any time thereafter, terminate this Lease by notice to the Lessee, specifying a date upon which the Lease shall terminate and this Lease shall come to an end on the date so specified as fully and completely as if such date were the date herein originally fixed for the expiration of the Term, and Lessee will then quit and surrender the Premises, but the Lessee shall remain liable as hereinafter provided. Lessee hereby waives any rights of redemption under Massachusetts General Law c. 186 p11. If this Lease shall have been terminated as provided herein, or if any execution or attachment shall be issued against the Lessee or any of Lessee’s property in the Premises, then the Lessor may, without notice, re-enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess the Lessee and all other persons and any and all property from the same, as if this Lease had not been made, and the Lessee hereby waives the service of notice of intention to re-enter or institute legal proceedings to that end. If an Event of Default shall occur, the Lessor may, at any time thereafter, cease all maintenance and services provided by Lessor under this Lease, including but not limited to cleaning, air conditioning, trash removal, any repairs and maintenance, and any other service normally or occasionally provided. Rent payments not received by the 7th day of the month shall be subject to an administrative late fee equal to $250 and shall also be subject to interest at a rate of 18% per year beginning on the date the rent was originally due. 26. Lessee’s Obligations after Termination. In the event that this Lease is terminated under any of the provisions contained in the preceding section or shall be otherwise terminated for breach of any obligation of Lessee, Lessee covenants to pay forthwith to Lessor, as compensation, the excess of the total rent reserved for the residue of the Term over the rental value of the Premises for said residue of the Term In calculating the rent reserved, there shall be included, in addition to the rent and all additional rent, the value of all other consideration agreed to be paid or performed by Lessee for said residue. Lessee further covenants as an additional and cumulative obligation after any such termination to pay punctually to Lessor all the sums and perform all the obligations that Lessee covenants in this Lease to pay and to perform in the same manner and to the same extent and at the same time as if this Lease had not been terminated. In calculating the amounts to be paid by Lessee under the foregoing covenant, Lessee shall be credited with any amount paid to Lessor as a lump sum payment and also with the net proceeds of any rents obtained by Lessor by re-letting the Premises, after deducting all Lessor’s expenses in connection with such re-letting, including, without implied limitation, all repossession costs, brokerage commissions, fees for legal services and expense of preparing the Premises for such re-letting. Lessee agrees that Lessor may: a. Re-let the Premises or any part or parts thereof for a term or terms which may at Lessor’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term and may grant such concessions and free rent as Lessor in its sole judgment considers advisable or necessary to re-let the same. b. Make such alterations, repairs and decorations in the Premises as Lessor in its sole judgment considers advisable or necessary to re-let the same, and no action of Lessor in accordance with 6 the foregoing or failure to re-let or to collect rent after reletting shall operate or be construed to release or reduce Lessee’s liability as aforesaid. c. Nothing contained in this Lease shall limit or prejudice the right of Lessor to prove and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. 27. Notice. Any notice from the Lessor to the Lessee relating to the Premises or to the occupancy thereof, shall be duly served if left at the Premises, or if mailed to Lessee at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia, B3B 2C4, Canada or at such address as the Lessee may from time to time advise in writing, by registered or certified mail, return receipt requested, postage prepaid. Any notice from the Lessee to the Lessor relating to the leased Premises or to the occupancy thereof, shall be deemed duly served, if mailed to the Lessor by overnight delivery, registered or certified mail, return receipt requested, postage prepaid, addressed to the Lessor. All rent and notices shall be paid and sent to the Lessor addressed to GiGi Capital, LLC, 10 Rogers Street #121, Cambridge, MA 02142 or at such address as the Lessor may from time to time advise in writing. 28. Surrender. The Lessee shall, at the expiration or other termination of this Lease, remove all Lessee’s goods and effects from the Premises (including, without hereby limiting the generality of the foregoing, all signs and lettering affixed or painted by the Lessee, either inside or outside the Premises). Lessee shall deliver to the Lessor the Premises and all keys, locks thereto, and other fixtures connected therewith and all alterations and additions made to or upon the Premises, in the same condition as they were at the commencement of the term, or as they were put in during the term hereof, reasonable wear and tear and damage by fire or other casualty only excepted. In the event of the Lessee’s failure to remove any of Lessee’s property from the Premises, Lessor is hereby authorized, without liability to Lessee for loss or damage thereto, and at the sole risk of Lessee, to remove and store any of the property at Lessee’s expense, or to retain same under Lessor’s control or to sell at public or private sale, without notice any or all of the property not so removed and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. 29. Right to Relocate. NA 30. Governing Law. This Lease shall be governed by and construed under the laws of the Commonwealth of Massachusetts. 31. Holding Over. Any holding over by the Lessee after the expiration of this lease shall be treated as a monthly tenancy at sufferance. Lessee shall pay rent to Lessor during any such period at a rate equal to one and a half (1 and 1/2) times the rent most recently in effect under this lease, plus additional and all other charges to be paid by Lessee hereunder, and such tenancy shall otherwise be on the terms and conditions set forth in this lease, as far as applicable. 32. Lessor’s Liability. In no event shall the Lessor ever be liable to the Lessee for any loss of business or any other indirect or consequential damages suffered by the Lessee from whatever cause. 33. Improvements by Lessor. The Premises will be provided in “as is”, clean condition, except as otherwise provided in the Lease and Lessor agrees to clean all carpets and provide some minor accent wall painting. 7 33a. Existing Furniture. Lessee may use all existing furniture and TV monitors and shall return them to Lessor at the expiration of the lease in good condition, reasonable wear and tear excepted. Lessor shall remove all personal belongings. An inventory of the furniture is attached as Exhibit C. 34. Severability. The various provisions of this Lease are severable. The invalidity, illegality or unenforceability of any portion or provision shall not affect the validity, legality or enforceability of any other portion or provision of this Lease. 35. Certificates. Within fifteen (15) days after Lessor’s request, Lessee shall deliver to Lessor or to any prospective Mortgagee or purchaser an estoppel certificate in recordable form stating such information as Lessor reasonably requests, and the certificate shall be binding on Lessee. 36. Brokerage: Lessee and Lessor acknowledge that they have only dealt with Eastport Real Estate Services and CBRE New England on this transaction who shall be paid under a separate agreement by Lessor. 37. Parking: Lessee shall lease from Lessor three (3) spaces in the building parking garage at a rate of $200/month/space for the period August 1, 2021 to September 30, 2022. Rent to increase annually beginning in 2022 every October 1 by 3%. 38. Building Amenities: Lessee and Lessee’s employees shall have use at no cost of the 10 Rogers Street fitness center, swimming pool, locker rooms, shower and roof deck subject to the rules and regulations of the Building. IN WITNESS WHEREOF, the Lessor and Lessee have hereunto set their hands and common seals Lessee: IMV USA INC. Lessor: GiGi Capital, LLC By: /s/ Frederic Ors By: Title: CEO Title: Manager Date: 23 July 2021 Date: 26 July 2021 8 D-9 Exhibit 4.6 LEASE BETWEEN TNC 120-140 EILEEN STUBBS LTD. AND IMMUNOVACCINE TECHNOLOGIES INC. TABLE OF CONTENTS Article 1.00 – INTERPRETATION 2 1.1 Defined Terms 2 1.2 Schedules 10 1.3 Agreement to Act Reasonably 11 1.4 Approval in Writing 11 1.5 Delegation of Authority 11 1.6 Interpretation 11 Article 2.00 - PREMISES 12 2.1 Premises 12 2.2 Use of Common Areas 12 2.3 Examination and Acceptance 12 2.4 Measurement of Areas 13 2.5 Landlord’s Work 13 2.6 Tenant’s Work 13 Article 3.00 – TERM 13 3.1 Term 13 3.2 Surrender 13 3.3 Occupancy 14 3.4 Overholding 14 Article 4.00 - RENT 15 4.1 Minimum Rent 15 4.2 Accrual and Adjustments of Rent 15 4.3 Additional Rent Treated as Minimum Rent 15 4.4 Currency and Place of Payment 15 4.5 Rental Arrears 15 4.6 Rent Deposit 16 4.7 Security Deposit 16 4.8 Net Lease 16 4.9 Landlord’s Option 16 4.10 Payments 17 4.11 Rent to be Paid without Set-Off 17 Article 5.00 - OPERATING COSTS 17 5.1 Tenant to Bear Proportionate Share of Operating Costs 17 5.2 Payment of Tenant’s Proportionate Share 21 5.3 Reallocation of Operating Costs 22 Article 6.00 - TAXES 22 6.1 Business Taxes of Tenant 22 6.2 Real Property Taxes 23 i 6.3 Alternate Methods of Taxation 23 6.4 Pro-Rata Adjustment 24 6.5 Deferrals and Appeals of Real Property Taxes 24 6.6 HST 24 Article 7.00 - UTILITIES 24 7.1 Utility Rates 24 7.2 Meters 25 Article 8.00 - CONTROL OF THE DEVELOPMENT 25 8.1 Control of the Development 25 8.2 Parking 26 8.3 Right to Relocate 27 8.4 Lighting Systems 27 8.5 Heating, Ventilating and Air-Conditioning 27 8.6 Janitorial Services and Waste Disposal 28 8.7 Elevator Service 28 8.8 Telecommunications 29 8.9 Health Emergency 30 8.10 Special Services 31 Article 9.00 - MAINTENANCE AND REPAIRS 31 9.1 Tenant’s and Landlord’s Repairs 31 9.2 Repair on Notice 33 9.3 Landlord’s Right to Enter 33 9.4 Alterations or Improvements 34 9.5 Notify Landlord 37 9.6 Party Wall 37 9.7 Maintenance of the Premises 37 9.8 Protrusions from the Premises 38 9.9 Tenant Not to Overload 38 9.10 Protection of Equipment 38 Article 10.00 - USE OF PREMISES 38 10.1 Use of Premises 38 10.2 Conduct of Business 39 10.3 Observance of Law 40 10.4 Rules and Regulations 40 10.5 Energy Conservation 40 10.6 Exhibiting Premises 40 10.7 By-Laws 40 10.8 Window Coverings 41 10.9 Name of Building 41 10.10 Access 41 ii Article 11.00 - ENVIRONMENTAL MATTERS 41 11.1 Environmental Laws and Policies 41 11.2 Use of Hazardous Substances 41 11.3 Tenant’s Responsibility 43 11.4 Landlord’s Audit Right 44 11.5 Survival of Obligations 44 Article 12.00 - INSURANCE AND INDEMNIFICATION 45 12.1 Tenant’s Insurance 45 12.2 Adverse Impact on Insurance 48 12.3 Landlord’s Insurance 48 12.4 Limitation of the Landlord’s Liability 49 12.5 Indemnification of Landlord 50 12.6 Employees 51 Article 13.00 - ASSIGNING AND SUBLETTING 51 13.1 Consent Required 51 13.2 Factors for Consent 51 13.3 Transfers 52 13.4 Corporate Ownership 54 13.5 No Advertising of the Premises 55 13.6 Sale or Assignment by Landlord 55 Article 14.00 - CONSTRUCTION AND OTHER LIENS 55 14.1 Discharge Of Liens 55 Article 15.00 - FIXTURES AND SIGNS 56 15.1 Removal and Restoration by Tenant 56 15.2 Tenant’s Signs 57 15.3 Landlord’s Signs 58 Article 16.00 - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION 58 16.1 Status Statement 58 16.2 Attornment 58 16.3 Lease Subordination 58 16.4 Non-Disturbance Agreement 59 16.5 Power of Attorney 59 16.6 Financial Information and Other Information 59 Article 17.00 - DAMAGE, DESTRUCTION AND EXPROPRIATION 60 17.1 Destruction 60 17.2 Expropriation 62 Article 18.00 - LANDLORD’S COVENANTS 62 18.1 Quiet Enjoyment 62 iii Article 19.00 – DEFAULT 63 19.1 Default 63 19.2 Legal Expenses 64 19.3 Rights Cumulative 64 19.4 Acceptance of Rent - Non-Waiver 65 19.5 No Waiver 65 19.6 Accord and Satisfaction 65 19.7 Distress 65 19.8 Security Interest 67 19.9 Restriction on Right 67 19.10 Right to Perform 67 19.11 Repayment by the Tenant 68 Article 20.00 - GENERAL 68 20.1 Entire Agreement 68 20.2 Impossibility of Performance 68 20.3 Notice 69 20.4 Registration 70 20.5 Interest in Lands 70 20.6 Applicable Law 71 20.7 Tenant 71 20.8 Partial Invalidity 71 20.9 Compliance with the Municipal Government Act 71 20.10 Indemnification Agreement 72 20.11 Survival of Obligations 72 20.12 No Option 72 20.13 Time 72 20.14 Counterparts and Execution 73 20.15 No Adverse Presumption 73 20.16 Binding Effect 73 Schedule “A” - Legal Description of the Lands Schedule “B” - Diagram of the Premises Schedule “C” - Landlord’s Work Schedule “D” - Tenant’s Work Schedule “E” - Rules and Regulations Schedule “F” - Indemnification Agreement Schedule “G” - Hazardous Substances Schedule “H” - Insurance Certificate Schedule “I” - Authorization Schedule “J” - Special Provisions iv OFFICE LEASE THIS LEASE made as of February 8, 2018. BETWEEN: TNC 120-140 EILEEN STUBBS LTD. (the “Landlord”) - and - IMMUNOVACCINE TECHNOLOGIES INC. (the “Tenant”) The parties covenant and agree as follows: BASIC PROVISIONS The following are certain basic terms and provisions of this Lease (the “Basic Provisions”), which Basic Provisions form part of this Lease and are in certain instances referred to in subsequent sections of this Lease. Any conflict or inconsistency between the Basic Provisions and the other provisions of this Lease shall be resolved in favour of such other provisions. Address of the Lands: 130 Eileen Stubbs Avenue, Dartmouth, Nova Scotia. Suite Number of the Premises: Suite 19. The location of the Premises is shown outlined in heavy dark lines on Schedule “B”. Rentable Area of the Premises: 14,941 square feet. Term: 10 years. Fixturing Period: None. Commencement Date: June 1, 2018. Surrender Date: May 31, 2028. Minimum Rent: Subject to adjustment in accordance with section 2.4: Period of the Term Annual Minimum Rent Monthly Minimum Rent Rent Per Square Foot June 1, 2018 to May 31, 2023 $ 216,644.50 $ 18,053.71 $ 14.50 June 1, 2023 to May 31, 2028 $ 242,791.25 $ 20,232.60 $ 16.25 Minimum Rent Free Period: The Tenant is not required to pay any Minimum Rent during the period June 1, 2018 to August 31, 2018. For clarity, the Tenant is responsible for the payment of Additional Rent during such period. Rent Deposit: First and last month’s Rent, as more particularly set out in Section 4.6. Security Deposit: One Hundred Thousand Dollars ($100,000.00), to be held in accordance with Section 4.7. Permitted Uses: The Premises may only be used for the purpose of general administrative offices and laboratories for the research, development and manufacturing of clinical stage immunotherapies. Name of Indemnifier: None. ARTICLE 1.00 - INTERPRETATION 1.1 Defined Terms In this Lease, unless there is something in the subject matter or context inconsistent therewith, the following words and terms, which may be used in the singular or the plural, have the respective meanings given them as follows: “Additional Rent” means all sums of money or charges required to be paid by the Tenant under this Lease in addition to Minimum Rent whether or not designated “Additional Rent” and whether payable to the Landlord or to third parties; “Allowance” has the meaning given it in paragraph 2 of Schedule “J”; “Alterations” means any repairs, replacements, alterations, decorations or improvements to any part of the Premises, including any Tenant’s Work; “Authority” means any federal, provincial or municipal department, board, agency or other authority (including suppliers of public utilities) having or claiming jurisdiction over the Landlord, the Tenant, the Development or the performance of any work on or use of the Development; “Basic Provisions” means those provisions of this Lease set out under the heading “Basic Provisions” and which precede Article 1.00; “BOMA” means Office Buildings: Standard Method for Measuring Floor Area (ANSI/BOMA Z65.1-2010), by the Building Owners and Managers Association, or such earlier standard as issued by such Association as may be selected by the Landlord; “Building” means the building located on the Lands, together with all fixtures (excluding Tenant’s trade fixtures), improvements, heating, ventilation, air conditioning, electrical, mechanical, sprinkler and plumbing systems and facilities located in, on or serving such building, and all alterations, additions and replacements thereto; - 2 - “Business Day” means any day which is not a Saturday, Sunday or a statutory holiday observed in Nova Scotia; “Business Taxes” means all taxes, rates, duties, fees and assessments and other charges of every nature and kind that may be levied, rated, charged or assessed against or in respect of: (a) all improvements, equipment and facilities of the Tenant on or in the Premises or any part or parts thereof; and (b) any and every business carried on or in the Premises or in respect of the use or occupancy thereof by the Tenant or any Transferee, by any lawful Authority, and any and all taxes which may in future be levied in lieu of any of the foregoing, whether foreseen or unforeseen; “Capital Tax” means an amount imputed by the Landlord to the Development in respect of taxes, rates, duties and assessments presently or hereafter levied, rated, charged or assessed from time to time upon the Landlord and payable by the Landlord (or by any corporation on behalf of the Landlord) on account of its or their capital. Capital Tax shall be imputed based on the amount allocated by the Landlord, acting reasonably, to the Development. Capital Tax also means the amount of any capital or place of business tax levied by any taxing Authority against the Landlord with respect to the Development whether known as “capital tax” or by any other name; “Carbon Tax” means the aggregate of all taxes, rates, duties, levies, fees, charges and assessments whatsoever, imposed, assessed, levied, confirmed, rated or charged against or in respect of the associated Greenhouse Gas emissions from the consumption in or at the Building of electricity, or of natural gas, propane or any other fossil fuel used to produce energy (such as heat, light or electricity) for the Building or any part of it or levied in lieu thereof, and levied against the Landlord or the Building by any Authority; “Claims” means claims, losses, damages (direct, indirect, consequential or otherwise), suits, judgments, causes of action, legal proceedings, executions, demands, penalties or other sanctions of every nature and kind whatsoever, whether accrued, actual, contingent or otherwise and any and all costs arising in connection therewith, including all legal expenses (including all such legal expenses in connection with any and all appeals); “Commencement Date” means the date described as such in the Basic Provisions; “Common Areas” means: (a) those areas, facilities, utilities, improvements, equipment and installations (in this definition collectively called the “Facilities”) in the Development which, from time to time, are not designated or intended by the Landlord to be leased to the tenants of the Building; (b) those Facilities designated by the Landlord, from time to time, as forming part of the Common Areas; (c) those Facilities which serve or are for the benefit of the Development, whether or not located within, adjacent to or near the Building, and which are designated from time to time by the Landlord as part of the Common Areas; and - 3 - (d) those Facilities which are provided or designated by the Landlord for the use or benefit of the tenants in the Building, their employees, customers and other invitees in common with others entitled to the use or benefit of same in the manner and for the purposes permitted by this Lease and for the time so permitted by the Landlord. Without limiting the generality of the foregoing, the Common Areas shall include the roof, exterior walls, exterior and interior structural elements, bearing walls, signage, public areas, corridors, stairways, public washrooms, utility rooms, storage rooms, janitor rooms, mechanical, electrical, plumbing and other installations, equipment, systems or services and all structures containing same (including the heating, ventilating and air conditioning system) and security, fire, life and safety systems in the Development and all exterior parking areas, landscaped areas, gravelled areas, passageways, private access roads and routes, pedestrian routes and sidewalks generally serving the Development. The Landlord may designate, amend and re-designate the Common Areas from time to time; “CPI” means the Consumer Price Index, for all items, published by Statistics Canada (or by any successor thereof or by any other agency designated by the Landlord) for Halifax, or if not published for Halifax, for Nova Scotia, or if not published for Halifax or Nova Scotia, for Canada (or any index published in substitution for the Consumer Price Index or any other replacement index reasonably designated by the Landlord if it is no longer published). In the case of any required substitution, the Landlord shall be entitled to make all necessary conversions for comparison purposes; “Development” means the Building, the Common Areas and the Lands, being known by such name as may be designated by the Landlord from time to time in its sole and absolute discretion; “Environmental Laws” means all Laws regulating, relating to or imposing liability or a standard of conduct concerning the natural or human environment (including air, land, surface water, groundwater, waste, real and personal property, moveable and immoveable property, sustainability, building operations, recycling or resource consumption), public or occupational health and safety and the manufacture, importation, handling, use, reuse, recycling, transportation, storage, disposal, clean-up, elimination and treatment of a substance, hazardous or otherwise; “Event of Default” means any of the following events: (a) the Tenant fails to pay any Rent when due under this Lease and such failure continues for 5 Business Days following written demand for the payment thereof being made by the Landlord on the Tenant. If, however, the Landlord provides such written notice twice in any 12 month period, it shall not be required to give any further written notices for the 12 month period following the date that the Landlord gives such second notice; (b) the Tenant fails to observe or perform any of the Tenant’s Covenants (other than the payment of Rent) and: fails to remedy such breach within 15 days (or such shorter period as may be provided in this Lease) following the Tenant’s receipt of written notice from the Landlord respecting such breach (in this paragraph (b), the “Rectification Period”); or if such breach cannot be reasonably remedied within the Rectification Period, the Tenant fails to commence to remedy such breach within the Rectification Period or thereafter fails to proceed diligently to remedy such breach; - 4 - (c) the Tenant becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or arrangement with its creditors (including electing to terminate or disclaim this Lease in connection with a proposal made by the Tenant under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada) or any other statute allowing the Tenant to terminate or disclaim this Lease); (d) a receiver or a receiver and manager is appointed for all or a portion of the Tenant’s property; (e) any steps are taken or any actions or proceedings are instituted by the Tenant or by any other party including without limitation any court or Authority having jurisdiction for the dissolution, winding up or liquidation of the Tenant or its assets; (f) the Tenant makes a sale in bulk of all or a substantial portion of its assets in the Premises other than in conjunction with a Transfer done in accordance with the terms of this Lease; (g) this Lease or any of the Tenant’s assets are taken under a writ of execution; (h) the Tenant effects a Transfer other than in accordance with the terms of this Lease; (i) the Premises become vacant or unoccupied for a period of 10 consecutive days or more without the consent of the Landlord or the Tenant abandons or attempts to abandon the Premises or disposes of its goods so that there would not after such disposal be sufficient goods of the Tenant on the Premises subject to distress to satisfy Rent for at least 3 months; (j) the occurrence of an event that the Landlord may treat as an Event of Default pursuant to other provisions of this Lease; (k) an Event of Default as defined in this paragraph occurs with respect to any lease or agreement under which the Tenant occupies other premises, if any, in the Development. For greater clarity, the Landlord is not required to give the Tenant any notice in respect of the events described in paragraphs (c) to (k) of this definition, and an Event of Default arises immediately upon the occurrence of such an event; “Expert” means any architect, engineer, land surveyor, chartered accountant or other professional consultant, in any case, appointed by the Landlord and, in the reasonable opinion of the Landlord, qualified to perform the specific function for which such Person was appointed; “Fiscal Period” has the meaning given it in section 5.2(a); “Fixturing Period” means the period of time, if any, specified as such in the Basic Provisions; “Force Majeure” has the meaning given that term in section 20.2; “Greenhouse Gases” means any or all of carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), Sulphur Hexafluoride (SF6), Perfluoromethane (CF4), Perfluoroethane (C2F6), Hydrofluorocarbons (HFCs), any substance designated as a greenhouse gas by applicable Laws and other substances commonly known as greenhouse gases; - 5 - “Hazardous Substance” means: (a) any solid, liquid, gaseous or radioactive substance (including radiation) which, when it enters into a building, exists in a building or is present in the water supplied to a building, or when it is released into the environment from a building or any part thereof or is entrained from one building to another building, or into the water or the natural environment, is likely to cause, at any time, material harm or degradation to any other property or any part thereof, or to the natural environmental or material risk to human or animal health, and includes, without limitation, any flammables, explosives, radioactive materials, asbestos, lead paint, polychlorinated biphenyls, fungal contaminants (including and by way of example, stachybotrys chartarum and other moulds), mercury and its compounds, dioxans and furans, chlordane, chlorofluorocarbons, hydro-chlorofluorocarbons, volatile organic compounds, urea formaldehyde foam insulation, radon gas, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic or noxious substances or related materials, petroleum and petroleum products; (b) any substance declared to be hazardous or toxic under any Environmental Laws or that does not meet any prescribed standard or criteria made under any present or future Environmental Laws; and (c) any substance, sound, vibration, ray, heat, radiation or odour of which the use, presence in the environment or release into the environment is prohibited, regulated, controlled or licenced under Environmental Laws; “Health Emergency” means a situation, either real or perceived, in which the Landlord determines, based on what it believes to be reliable advice (including, without limitation, advice from a medical professional or a directive, bulletin, notice or other form of communication from a public health official), that individuals are or may be exposed in or at the Development to imminent danger from any disease, virus or other biological or physical agent which may, in any way, be detrimental to human health (including, without limitation, SARS and avian flu (H5N1) or any variant thereof); “HST” means the harmonized sales tax imposed under the Excise Tax Act (Canada), and all other goods and services taxes, business transfer taxes, value-added or transaction taxes, sales taxes, multi-stage sales taxes, use or consumption taxes or any other taxes on the Landlord with respect to the Rent and any other amounts payable by the Tenant to the Landlord under this Lease which may at any time be imposed by an Authority on or in respect of rental or real property, whether characterized as a goods and services tax, sales tax, value-added tax or otherwise; “HVAC Equipment” means the heating, ventilating, air conditioning and humidity control equipment servicing the Premises; “Indemnifier” means the Person named as such in the Basic Provisions and who has executed or agreed to execute the Indemnification Agreement attached as Schedule “F”, or who otherwise guarantees the Tenant’s obligations under this Lease, if applicable; “Injury” means, without limitation, bodily injury, personal injury, personal discomfort, mental anguish, shock, sickness, disease, death, false arrest, detention or imprisonment, malicious prosecution, libel, slander, defamation of character, invasion of privacy, wrongful entry or eviction and discrimination, or any of them, as the case may be; - 6 - “Insured Damage” means that part of any damage occurring to the Premises for which the cost of the repair (less any deductible) is actually recovered by the Landlord under insurance policies required to be carried by the Landlord pursuant to sections 12.3(a)(i), (ii) and (iv), or which would have been recovered had the Landlord taken out such insurance. For clarity, no damage occurring to any portion of the Premises to be insured by the Tenant pursuant to its obligations in this Lease (including the leasehold improvements) shall be considered Insured Damage; “Landlord’s Covenants” means all of the terms, covenants and conditions of this Lease on the part of the Landlord to be observed and performed; “Landlord’s Employees” means the Landlord’s property manager and asset manager and the Landlord’s property manager’s and asset manager’s respective directors, officers, employees, contractors, servants, agents and those for whom each of the Landlord and the Landlord’s property manager and asset manager, respectively, is responsible at law; “Landlord’s Work” means the work, if any, required to be performed by the Landlord as set out in Schedule “C”; “Lands” means the lands described in Schedule “Al” and which have the municipal address set out in the Basic Provisions; “Laws” means all laws, statutes, ordinances, regulations, by-laws, directions, orders, rules, requirements, building codes of every nature and kind, directions and guidelines of all Authorities; “Lease” means this document and the Schedules attached to it as originally signed and delivered or as amended from time to time; “Leasehold Improvements” means all items in or serving the Premises and considered at common law as being a leasehold improvement, including all fixtures, improvements, installations and Alterations from time to time made, erected or installed (whether prior to or following the execution of this Lease) by or on behalf of the Landlord, the Tenant or any previous tenant or occupant of the Premises in, on or which serve the Premises, whether or not easily disconnected or movable and includes all the following, whether or not any of the same are in fact the Tenant’s trade fixtures: doors, partitions and hardware; internal walls; windows; cabling of every nature and kind; coolers, freezers, lockers; mechanical, electrical and utility installations designed solely to serve the Premises; carpeting, drapes, other floor and window coverings and drapery hardware; heating, ventilating, air conditioning and humidity control equipment; lighting fixtures; built in furniture and furnishings; counters in any way connected to the Premises or to any utility services located therein; and, all items which cannot be removed without damage to the Premises. Leasehold Improvements do not, however, include the Tenant’s trade fixtures (except as otherwise noted above in this definition), free standing furniture and equipment not in any way connected to the Premises or to any utility systems located therein (other than by merely plugging same into the electrical system serving the Premises); “Loan” has the meaning given it in paragraph 3 of Schedule “J”; “Medical Waste” means any solid or liquid waste that is generated in connection with the research, development and manufacturing of clinical stage immunotherapies, including: (a) culture dishes and other glassware; - 7 - (b) discarded pharmaceuticals; (c) discarded surgical gloves; (d) discarded surgical instruments; (e) research laboratory waste; (f) medical supplies that may have been in contact with blood or other body fluids; (g) discarded medical sharps, including needles, syringes, disposable scalpels and blades; (h) heavy metals waste (such as, for example, broken mercury thermometers); (i) cultures, stocks, swabs used to inoculate cultures; (j) human or animal tissue; and (k) discarded lancets; “Minimum Rent” means the annual rent payable by the Tenant under section 4.1; “Mortgage” means any mortgage, charge or security instrument (including a deed of trust and mortgage securing bonds and all indentures supplemental thereto) which may now or hereafter affect the Development; “Mortgagee” means the mortgagee, chargee, secured party or trustee for bond-holders, as the case may be, named in a Mortgage; “Normal Business Hours” means the hours from 7:00 a.m. to 7:00 p.m. on Mondays through Fridays, unless any such day is not a Business Day; “Operating Costs” means the costs described in section 5.1(a); “Permitted Uses” means the uses which may be made of the Premises as set out opposite the heading “Permitted Uses” in the Basic Provisions; “Person” means an individual, a corporation, a limited partnership, a general partnership, a trust, a joint stock company, a joint venture, an association, a syndicate, a bank, a trust company, an Authority and any other legal or business entity; “Premises” means the premises demised by the Landlord to the Tenant for the Tenant’s exclusive possession as described in section 2.1; “Prime Rate” means the rate of interest per annum established and quoted from time to time by such Canadian Chartered Bank designated from time to time by the Landlord as its reference rate of interest for the determination of interest rates that it charges customers of varying degrees of credit-worthiness for Canadian dollar loans made by it in Toronto, Ontario, “Proportionate Share” means a fraction, the numerator of which is the Rentable Area of the Premises and the denominator of which is the Rentable Area of the Building; - 8 - “Real Property Taxes” means: (a) all real property taxes, including local improvement rates, levies, commercial concentration levies, rates, duties and assessments whether general or special, ordinary or extraordinary, foreseen or unforeseen, which may be levied or assessed by any lawful taxing Authority against the Development or any part thereof and any taxes or other amounts which are imposed instead of, or in addition to, any of the foregoing (whether of the foregoing character or not or whether in existence at the date that this Lease was executed); (b) all costs and expenses incurred by or on behalf of the Landlord for consulting, appraisal, legal and other professional fees and expenses to the extent they are incurred in an attempt to minimize or reduce the amounts described in paragraph (a); and (c) any and all penalties, late payment or interest charges imposed by any relevant taxing Authority as a result of the Tenant’s late payment of any of the amounts described in paragraph (a) or any instalments thereof, as the case may be; “Rent” means all Minimum Rent and Additional Rent payable by the Tenant pursuant to this Lease; “Rentable Area” of any portion of the Building means the rentable area of floor areas determined in accordance with BOMA and adjusted from time to time to take account of any structural, functional or other change affecting same. The certificate of the Landlord’s Expert as to the Rentable Area of any portion of the Building shall be conclusive and binding on the Landlord and the Tenant; “Required Conditions” means: (a) the Tenant has not been habitually in default of the Tenant’s Covenants during the Term, and the Tenant will be considered to have been habitually in default of the Tenant’s Covenants during the Term if the Landlord has given the Tenant 4 or more written notices of default in any consecutive period of 18 months during the Term; (b) the Tenant is not in default of any of the Tenant’s Covenants; (c) the Tenant is in possession of and is conducting its business in the whole of the Premises; (d) the Tenant has not become insolvent or bankrupt, has not made any assignment for the benefit of creditors and has not, becoming bankrupt or insolvent, taken the benefit of any Act now or hereafter in force for bankrupt or insolvent debtors; (e) a petition in bankruptcy has not been filed against the Tenant, a receiving order has not been made against the Tenant and no proceedings have been commenced respecting the winding up or termination of the existence of the Tenant; (f) no receiver or other person has taken possession or effective control of the assets or business of the Tenant or a substantial portion thereof pursuant to any security or other agreement or by any other means whatsoever, and there are no outstanding writs of execution against the Tenant; and (g) the Tenant has not effected a Transfer; - 9 - “Schedules” means the schedules attached to this Lease and which are more particularly described in section 1.2; “Structural Components” means the structural components of the Building, namely, the foundations, footings, joists, bearing walls (excluding the exterior face), subfloor, roof (other than the roof membrane) and structural columns and beams of the Building; “Surrender Date” means the date described as such in the Basic Provisions; “Tenant’s Covenants” means all of the terms, covenants and conditions of this Lease on the part of the Tenant to be observed and performed; “Tenant’s Employees” means the Tenant’s directors, officers, employees, servants, agents, contractors and those for whom the Tenant is responsible at law; “Tenant’s Work” means the work, if any, to be performed by the Tenant as set out in Schedule “D”; “Term” means the term of this Lease as set out in section 3.1; “Transfer” means any of: (a) an assignment of this Lease by the Tenant in whole or in part; (b) any arrangement, written or oral, whether by sublease, licence or otherwise, whereby rights to use space within the Premises are granted to any Person (other than the Tenant) from time to time, which rights of occupancy are derived through or under the interest of the Tenant under this Lease; and (c) a mortgage or other encumbrance of this Lease or of all or any part of the Premises, or any interest therein; and “Transferee” means the assignee, subtenant, licensee or other Person allowed by the Tenant to use the Premises and named in a Transfer. Certain terms which have been defined within specific sections of this Lease for use solely within those sections, or the Article within which such section is located, are not referred to above. 1.2 Schedules The Schedules to this Lease are as follows: Schedule “A” - Legal Description of the Lands Schedule “B” - Diagram of the Premises Schedule “C” - Landlord’s Work Schedule “D” - Tenant’s Work Schedule “E” - Rules and Regulations Schedule “F” - Indemnification Agreement Schedule “G” - Hazardous Substances Schedule “H” - Insurance Certificate Schedule “I” - Authorization Schedule “J” - Special Provisions The Schedules are incorporated into and form a part of this Lease. - 10 - 1.3 Agreement to Act Reasonably Whenever a party (the “Deciding Party”) is making a determination (including a determination of whether or not to provide its consent or approval where the Deciding Party’s consent or approval is required and whether or not reference is made to the Deciding Party making such determination in its sole discretion, or words of similar intent), designation, calculation, estimate, conversion or allocation under this Lease (collectively, a “Decision”), the Deciding Party shall (unless this Lease specifically provides to the contrary) act reasonably and shall not unreasonably delay its decision on whether or not to give its consent. If the Deciding Party decides that it will not provide its consent or approval when requested to do so, it shall provide the party requesting such consent or approval (the “Requesting Party”) with the reasons for its refusal at the same time as it advises the Requesting Party that it refuses to provide its consent or approval. Even though specific sections of this Lease may specifically require a party to act reasonably or not act unreasonably (or words of similar intent) in making a Decision, the absence of such a specific requirement in other sections of this Lease requiring a party to make a Decision will not negate the provisions of this section or be interpreted as though the provisions of this section do not apply to the making of such Decision. 1.4 Approval in Writing Wherever the Landlord’s consent is required to be given under this Lease or wherever the Landlord must approve any act or performance by the Tenant, such consent or approval, as the case may be, will not be effective unless it is in writing. 1.5 Delegation of Authority The Landlord’s Employees and such other persons as may be authorized by the Landlord from time to time may act on behalf of the Landlord in connection with any matter contemplated by this Lease, including the giving of notices to the Tenant. 1.6 Interpretation In this Lease: (a) each obligation or agreement of a party expressed in this Lease, even though not expressed as a covenant, is for all purposes considered to be a covenant; (b) the phrase or term: (i) “however caused” includes the gross negligence of the Landlord and the Landlord’s Employees; and (ii) “including” means “including, without limitation” and the terms “including” and “include” will not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it; (c) words importing the singular include the plural and vice-versa, words importing gender include both genders and words importing persons include corporations and vice-versa; (d) any reference to an Article, section or Schedule is deemed to be refer to the applicable Article, section or Schedule contained in or attached to this Lease and to no other agreement or document unless specific reference is made to such other agreement or document; - 11 - (e) any reference to a statute includes a reference to all regulations made pursuant to such statute, all amendments made to such statute and regulations in force from time to time and to any statute or regulation which may be passed and which has the effect of supplementing or superseding such statute or regulations; (f) the division of it into Articles and sections and the insertion of headings and any table of contents is for convenience of reference only and are not to be taken into account in interpreting this Lease or any part of it; and (g) any provisions that are shown as having been struck out or intentionally deleted are deemed not to exist and are not to be taken into account in interpreting this Lease or any part of it. ARTICLE 2.00 - PREMISES 2.1 Premises The Landlord hereby demises and leases the Premises to the Tenant and the Tenant hereby leases the Premises from the Landlord on the terms and conditions contained in this Lease. The Premises comprise the suite in the Building described in the Basic Provisions. 2.2 Use of Common Areas The use and occupation by the Tenant of the Premises includes the non-exclusive right of the Tenant and Persons having business with the Tenant, in common with the Landlord, its other tenants, subtenants and all others entitled or permitted by the Landlord to the use of such parts of the Common Areas as may be designated from time to time as being available for general use by tenants and other occupants of the Building and customers and visitors thereto for such limited purposes as may be permitted by the Landlord, from time to time. Except as so permitted by the Landlord, the Tenant has no right to use the Common Areas for any other purposes. 2.3 Examination and Acceptance The Tenant has examined the Premises and accepts the Premises on an “as is” basis, subject only to completion by the Landlord of the Landlord’s Work, if any. Upon the Landlord’s Work being completed, the Tenant will be deemed to have accepted the Landlord’s Work except to the extent of any deficiencies detailed in a deficiency notice (which must contain reasonable particulars of the deficiencies in the Landlord’s Work alleged by the Tenant) (the “Deficiency Notice”) and provided by the Tenant to the Landlord within 5 Business Days following the date that the Landlord advises the Tenant in writing that the Landlord’s Work has been completed (the “Inspection Period”). If the Tenant is not in possession of the Premises at the time that it receives a Deficiency Notice, then it may have such access to the Premises during the Inspection Period as it reasonably requires in order to inspect the Landlord’s Work. If a dispute arises over the deficiencies alleged by the Tenant, the decision of the Expert will be determinative of the issue. Upon the Landlord’s receipt of the Deficiency Notice from the Tenant: (a) in respect of those deficiencies that the Landlord agrees are deficiencies, the Landlord shall rectify same as soon as commercially reasonably possible following its receipt of the Deficiency Notice; and - 12 - (b) in respect of those deficiencies that the Landlord disputes, upon the Expert making a determination to resolve the disputes, the Landlord shall rectify those disputed deficiencies that the Expert determines are the Landlord’s responsibility to rectify as soon as commercially reasonably possible following the date that the Expert renders its decision. 2.4 Measurement of Areas (a) For the purpose of determining the Rent payable hereunder, the Rentable Area of the Premises is deemed to be the amount set out in the Basic Provisions. (b) If there are any changes to the Building which would impact the Rentable Areas, then the Landlord may re-calculate or re-measure the Rentable Area of the Premises and such other areas of the Building as appropriate and may re-adjust the Minimum Rent and the Tenant’s Proportionate Share. The effective date of any such readjustment will be the date on which the Landlord advises the Tenant in writing of the re-measured or recalculated Rentable Area of the Premises. 2.5 Landlord’s Work Intentionally Deleted. 2.6 Tenant’s Work Upon being given possession of the Premises (whether exclusive or not), the Tenant shall, at its own expense (subject to paragraph 3 of Schedule “J”), diligently carry out and complete the Tenant’s Work. The Tenant will carry out the Tenant’s Work in such manner as will not interfere unreasonably with the performance by the Landlord of the Landlord’s Work and otherwise in accordance with the provisions of this Lease, including the provisions of sections 9.4 and 10.3. ARTICLE 3.00 - TERM 3.1 Term (a) The Term is the period of time set out in the Basic Provisions as constituting the Term. (b) The Term commences on the Commencement Date and ends on the Surrender Date, both dates inclusive, unless the Term is otherwise terminated, renewed or extended as provided for in this Lease. 3.2 Surrender The Tenant shall, on the last day of the Term, or upon the sooner termination of the Term, peaceably and quietly surrender and deliver vacant possession of the Premises to the Landlord in the condition and state of repair that the Premises was required to be maintained during the Term and shall otherwise comply with its obligations in section 15.1. If the Tenant fails to comply with the foregoing, the Tenant will, at the option of the Landlord, be deemed to be an overholding monthly tenant for so long as it may reasonably take to complete the required repairs, removal, restoration or clean-up (the “Overholding Period”). During the Overholding Period, the Tenant shall pay the Rent required by section 3.4 to be paid by an overholding tenant who is overholding without the consent of the Landlord (the “Overholding Rent”), notwithstanding the fact that the Tenant may have vacated the Premises. For clarity, nothing in this section entitles the Tenant to terminate such monthly tenancy or remain in possession of the Premises as it is the parties’ intent that the deemed monthly tenancy contemplated by this section only results in an obligation on the part of the Tenant to pay the Overholding Rent during the Overholding Period with the Tenant having no other rights or interest in or to the Premises. - 13 - 3.3 Occupancy Notwithstanding the commencement of the Term, the Tenant may not have access to or possession of the Premises until it has provided the Landlord with the following: (a) the insurance certificate required by section 12.1(e)(i) and the Landlord has approved such certificate; (b) the post-dated cheques or documentation required by section 4.9; and (c) evidence that the utilities for the Premises which are separately metered have been transferred into the name of the Tenant. 3.4 Overholding (a) Upon the expiration of this Lease by the passage of time or the sooner termination of the Term and the Tenant remaining in possession of the Premises: (i) there will be no implied renewal or extension of this Lease; (ii) if the Landlord consents in writing to the Tenant remaining in possession, the Tenant will be deemed, notwithstanding any statutory provision or legal assumption to the contrary, to be occupying the Premises as a monthly tenant, which monthly tenancy may be terminated by either party on 30 days written notice to the other, which 30 day period need not end on the last day of a calendar month; (iii) if the Landlord does not consent in writing to the Tenant remaining in possession, the Tenant will be deemed, notwithstanding any statutory provision or legal assumption to the contrary, to be occupying the Premises as a tenant at the will of the Landlord, which tenancy may be terminated at any time by the Landlord without the necessity of any notice to the Tenant; (iv) the Tenant shall occupy the Premises on the same terms and conditions as are contained in this Lease (including the obligation to pay Additional Rent), save and except that: (A) the Term and the nature of the tenancy are as set out in section 3.4(a)(ii) or 3.4(a)(iii), as the case may be; (B) the Minimum Rent payable by the Tenant is to be paid monthly at a rate equal to 150°0 of the amount of monthly Minimum Rent which it was responsible for paying to the Landlord during the last 12 months of the Term. Unless the Landlord has otherwise agreed in writing, such Minimum Rent will be payable by the Tenant regardless of whether or not the Landlord fails to request such Minimum Rent and/or accepts the monthly Minimum Rent which the Tenant was paying during the last 12 months of the Term; and (C) the Tenant will not have the benefit of any renewal or extension rights, rights of first refusal, options to purchase, rights granting the Tenant exclusive rights to carry on certain business activities in the Development, or any other personal rights contained in this Lease. - 14 - (b) The Tenant is estopped and forever barred from claiming any right to occupy the Premises on terms other than as set out in this section and the Landlord may plead this section in any court proceedings. If section 3.4(a)(iii) is applicable, the Tenant shall indemnify and save harmless the Landlord from all Claims incurred by the Landlord as a result of the Tenant remaining in possession of all or any part of the Premises following the expiry of the Term. Nothing in this section may be interpreted as permitting or giving the Tenant an option to stay in possession of the Premises following the expiry of the Term and the Tenant shall surrender the Premises to the Landlord on the expiry of the Term. ARTICLE 4.00 - RENT 4.1 Minimum Rent (a) The Tenant shall pay, unless otherwise expressly provided in this Lease, yearly and every year during the Term to the Landlord without notice or demand and without abatement, deduction or set-off for any reason the Minimum Rent described in the Basic Provisions. (b) The annual Minimum Rent is based upon an annual rate per square foot of the Rentable Area of the Premises as set out in the Basic Provisions. (c) The Minimum Rent is to be paid in advance, in equal monthly instalments on the first day of each and every month during the Term. (d) If the Basic Provisions include a provision stating that the Tenant is entitled to a Rent Free Period, then, regardless of any other provision of this Lease, the Tenant is not required to pay the Rent that such provision states is not payable by the Tenant during such Rent Free Period. 4.2 Accrual and Adjustments of Rent Rent is considered as accruing from day to day under this Lease from the Commencement Date. If, for any reason, it becomes necessary to calculate Rent for an irregular period of less than 1 year or less than I calendar month, then an appropriate apportionment and adjustment will be made on a per diem basis based upon a period of 365 days. 4.3 Additional Rent Treated as Minimum Rent Additional Rent is recoverable as Minimum Rent and the Landlord has all of the same rights and remedies in the case of the Tenant’s failure to pay Additional Rent as it has in the case of the Tenant’s failure to pay Minimum Rent. 4.4 Currency and Place of Payment All Rent is payable in lawful money of Canada and is to be paid to the Landlord at the address specified in section 20.3, until such time as the Tenant is otherwise notified in writing by the Landlord. 4.5 Rental Arrears (a) If the Tenant fails to pay when due any amount of Rent required to be paid pursuant to this Lease: (i) such Rent bears interest at a rate per annum equal to the Prime Rate plus 3%, calculated and compounded monthly; and (ii) the Tenant shall pay to the Landlord on demand, an administration fee equal to $100.00. - 15 - Such amounts only become payable upon demand but accrue from the respective due dates of the relevant payments, whether demanded or not, to the date of payment. (b) If any cheque given by the Tenant to the Landlord in payment of Rent is refused payment by the Tenant’s bank for any reason, the Tenant shall immediately replace such cheque with cash or a certified cheque or bank draft and, in addition, shall pay, as Additional Rent, the sum of $100.00 (plus HST) as a service charge to the Landlord immediately upon demand being made by the Landlord. 4.6 Rent Deposit Concurrently with the execution and delivery of this Lease, the Tenant shall provide the Landlord with a deposit in the amount of first and last month’s Rent (the “Rent Deposit”). A portion of the Rent Deposit shall be immediately applied on account of the payment of Rent for the first month of the Term. Provided the Tenant is not then in default, the remainder of the Rent Deposit shall be held by the Landlord, without interest, and shall be applied by the Landlord as a credit toward the Rent due in respect of the last month of the Term (or any renewal thereof). 4.7 Security Deposit Concurrently with the execution and delivery of this Lease, the Tenant shall provide the Landlord with a security deposit in the amount of One Hundred Thousand Dollars ($100,000.00) (the “Security Deposit”). The Security Deposit shall be held by the Landlord for the first six (6) years of the Term, without interest, as continuing security for the faithful performance by the Tenant of all the terms, covenants and conditions of the Lease to be kept and performed, and at the Landlord’s option may be appropriated and applied in whole or in part to the payment of any overdue Rent. Should the entire Security Deposit, or any portion thereof, be appropriated and applied by the Landlord as aforesaid, the Tenant shall upon a written demand by the Landlord, forthwith remit to the Landlord a sufficient amount in cash to restore the Security Deposit to the original sum set forth above and the Tenant’s failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease. Should the Tenant comply with all of the terms, covenants and conditions of this Lease, the Landlord shall return Twenty-Five Thousand Dollars ($25,000.00) of the Security Deposit to the Tenant at the end of years two, three, four, and five of the Term. 4.8 Net Lease Except as otherwise stated in this Lease: (a) this Lease is a completely carefree and absolutely net net net lease to the Landlord; (b) the Landlord is not responsible during the Term for any costs, charges, taxes (except the Landlord’s income taxes), expenses or outlays of any nature whatsoever arising from or relating to the Premises or the Development, or the use and occupancy of them, or their contents or the business carried on in them; and (c) the Tenant shall pay all charges, impositions, costs, expenses and outlays of every nature and kind relating to the Premises and its Proportionate Share of all charges, impositions, costs, expenses and outlays of every nature and kind relating to the Development. 4.9 Landlord’s Option The Landlord may, at its option, estimate from time to time any Additional Rent and such estimated amount is payable in monthly instalments in advance on the days upon which Minimum Rent is payable hereunder, with annual adjustments in the manner set out in section 5.2. Notices to the Tenant of such estimated amount need not include particulars of such amount. The Landlord may at its option, apply any sums received from or due to the Tenant against any amounts due and payable hereunder in such manner as the Landlord sees fit. - 16 - 4.10 Payments The Tenant shall deliver to the Landlord prior to the Commencement Date and at least 15 days prior to each anniversary of the Commencement Date, a series of monthly post-dated cheques for the next 12 months of the Term (or such shorter period if there are less than 12 months remaining in the Term), for the aggregate of the monthly payments of Minimum Rent and any payments of Additional Rent estimated by the Landlord in advance. Alternatively, if required by the Landlord, the Tenant shall sign and deliver such documentation that the Landlord requires, from time to time, in order for either, as determined by the Landlord: (a) the monthly instalments of Rent payable by the Tenant to the Landlord pursuant to this Lease to be automatically electronically transmitted on the applicable due date under this Lease to such bank account as may be designated by the Landlord, from time to time, by way of electronic funds transfer; or (b) the Landlord (or the Landlord’s Employees) to be able to automatically debit the Tenant’s bank account on a monthly basis on the relevant due date under this Lease in amounts equal to the monthly instalments of Rent payable by the Tenant to the Landlord pursuant to this Lease. The Tenant shall sign and return all such documentation to the Landlord within 10 days following the Landlord’s written request. 4.11 Rent to be Paid without Set-Off Except to the extent specifically permitted by the terms of this Lease, the Tenant shall pay all Rent without set-off, abatement, or deduction for any reason or cause whatsoever, including by reason of any Laws, the benefits of which are expressly waived by the Tenant. ARTICLE 5.00 - OPERATING COSTS 5.1 Tenant to Bear Proportionate Share of Operating Costs (a) During the Term the Tenant shall pay to the Landlord as Additional Rent its Proportionate Share of all costs and expenses incurred by or on behalf of the Landlord and amounts paid by or on behalf of the Landlord with respect to and for the complete operation, administration, repair (including repairs and replacements of a capital nature), maintenance, enhancement, alteration, addition to or improvement of the Development in keeping with maintaining the standard of a first-class office building so as to give it high character and distinction. The Landlord shall determine the Operating Costs in accordance with generally accepted accounting practices used in the commercial real estate industry and without duplication. Without limiting the generality of the foregoing, Operating Costs will include the following: (i) the cost of all insurance maintained by the Landlord in respect of the Development or its operation and the cost of any deductible amounts payable by the Landlord in respect of any insured risk or claim; - 17 - (ii) complete maintenance, repair and janitorial service for the Development (including janitorial services for individual premises within the Building), including snow removal, window cleaning, garbage and waste collection and disposal and the cost of operating, maintaining and repairing any merchandise holding and receiving areas and truck docks and all pylon signs located in the Development; (iii) lighting, electricity, public and private utilities, loudspeakers, public address systems, all fire equipment (to the extent used in connection with the Common Areas) and the cost of electricity of any signs considered by the Landlord to be a part of the Common Areas; (iv) periodic redecoration, renovation, reconstruction and improvements to the Common Areas; (v) policing, security, supervision and traffic control; (vi) amounts and fees paid to, or reasonably attributable to the remuneration of, all Persons (whether on or off-site and whether employed by Landlord or a management company) involved in the ownership, administration, operation, management, maintenance, repair, replacement, security, supervision, landscaping or cleaning of the Development, including reasonable fringe benefits and other employment costs. If any such Persons provide similar or other services to other properties owned or operated by the Landlord, then the Landlord shall make a reasonable allocation of such Persons’ remuneration between the Development and such other properties owned or operated by the Landlord and the Landlord will only include in Operating Costs the amount of such remuneration attributed by the Landlord to the Development; (vii) the cost to the Landlord of the rental of any equipment, furniture, installations, systems and signs and the cost of building supplies used by the Landlord in the operation, maintenance and servicing of the Development; (viii) heating, air-conditioning and ventilation of the Building and the Common Areas and all water, fuel, hydro and other utilities consumed in the Building and Common Areas, including costs, charges and imposts related to such utilities, to the extent such costs, charges and imposts are not recovered from or paid directly by tenants; (ix) the costs: (A) of repairing, operating and maintaining the Development and equipment serving the Development and of all replacements and modifications to the Development or such equipment, including those made by the Landlord in order to comply with Laws affecting the Development; (B) incurred by the Landlord in installing energy conservation equipment or systems, security systems, life safety systems and all other systems which may be installed in the Development for the general benefit of the tenants in the Building; (C) incurred by the Landlord in making alterations, replacements or additions to the Development intended to reduce operating costs, improve the operation of the Development or maintain its operation as a first class building; and - 18 - (D) incurred to replace machinery or equipment which by its nature requires periodic replacement, all to the extent that such costs are fully chargeable in the Landlord’s fiscal year in which they are incurred in accordance with generally accepted accounting practices in the commercial real estate industry and to the extent that such costs are of a capital nature and: (E) do not exceed $20,000.00, the Landlord shall be deemed to be acting in accordance with generally accepted accounting practices in the commercial real estate industry if it elects to charge such costs in the Landlord’s fiscal year in which they are incurred; or (F) exceed $20,000.00, the Landlord shall depreciate or amortize such costs in accordance with section 5.1(a)(x); (x) depreciation or amortization of those capital costs described in section 5.1(a)(ix) as having to be depreciated or amortized and all other capital costs incurred by the Landlord in connection with the Development (whether prior to or subsequent to the Commencement Date) and which the Landlord determines should be depreciated or amortized in accordance with accepted practices in the commercial real estate industry (otherwise such capital costs may be included in Operating Costs in the Fiscal Period in which they are incurred). The Landlord shall depreciate or amortize the costs to be depreciated or amortized in accordance with the foregoing over the useful life of the items for which the costs were incurred or over such other period as the Landlord, acting in accordance with accepted practices in the commercial real estate industry, may determine. The Landlord shall include in the Operating Costs for each Fiscal Period, the amount of the amortized costs attributable to such Fiscal Period; (xi) interest calculated at 2 percentage points above the Prime Rate upon the undepreciated or unamortized balance of the costs referred to in section 5.1(a)(x); (xii) auditing, accounting, legal and other professional and consulting fees and disbursements incurred by the Landlord in the operation of the Development, but excluding legal and other professional fees incurred in connection with the leasing of space in the Building or in enforcing leases of tenants in the Building; (xiii) all business taxes, if any, from time to time payable by the Landlord in respect of its operations in the Development, but excluding income tax of the Landlord, or in respect of those areas of the Development not set aside for leasing to tenants; (xiv) all Capital Tax as it relates to or is attributed by the Landlord to the Development; (xv) all Carbon Taxes; (xvi) the HST payable by the Landlord on the purchase of goods and services included in Operating Costs (excluding any such HST which will be available to the Landlord when claimed as a credit or a refund in determining the Landlord’s net tax liability on account of HST, but only to the extent that such HST is included in Operating Costs); (xvii) office expenses, supplies, furnishings and the fair market value (having regard to rentals prevailing from time to time for similar space) of space occupied by the Landlord for management, supervisory or administrative purposes related to the Development, if any; - 19 - (xviii) the costs of providing additional parking or other common areas for the benefit of the Development, whether such costs be land rent, taxes or other types of costs; (xix) the cost of conducting environmental audits of the Development, but only if required by the Landlord’s insurers or if required in order to take out or maintain insurance for the Development or if done for risk management purposes or as part of the Landlord’s risk management program; (xx) all costs in the nature of any of the foregoing incurred or contributed, as determined by the Landlord in its sole discretion, in respect of all facilities and services whether or not off-site, including loading areas and docks, parking facilities, ramps, driveways, roads, rights-of-way and landscaped areas, which benefit the Development, including those shared by users of the Development and the users of any other property and all costs to the extent incurred or contributed to by the Landlord in respect of the Development or the Landlord’s interest in the Development, whether or not such costs are incurred directly in respect of the Development. The Operating Costs payable by the Tenant will be increased by an amount equal to 4% of the Rent payable by the Tenant to the Landlord under this Lease, such amount representing the Landlord’s administrative and supervisory fee for the Development. (b) The Landlord shall exclude or deduct (if originally included) from the Operating Costs, as the case may be: (i) all amounts which would otherwise be included in Operating Costs but which are recovered by the Landlord from tenants in the Building as a result of any act, omission, default or negligence of such tenants; (ii) such of the Operating Costs as are recovered from insurance proceeds (or would have been recovered had the Landlord taken out the insurance required to be taken out by it pursuant to section 12.3), to the extent such recovery represents reimbursements for costs previously included in Operating Costs; (iii) interest on debt and capital retirement of debt; (iv) any and all costs and expenses incurred as a result of inherent structural defects in the Building (determined as at the date of the original construction); (v) payments under any ground lease; (vi) principal, interest or other carrying charges or mortgage payments or other financing costs in respect of the Lands; (vii) the acquisition cost of the Lands and initial construction costs of the Building and the Common Areas; (viii) the cost of Insured Damage (other than insurance deductibles); (ix) the amount of any leasing commissions, tenant inducements, legal fees or tenant allowances and all other expenses in connection with marketing or leasing any part of the Building; - 20 - (x) any bad debt loss, rent loss or reserves for bad debts or rent loss; (xi) income taxes and other taxes personal to the Landlord (other than Capital Taxes); (xii) all HST payable by the Landlord on the purchase of goods and services included in Operating Costs to the extent that the Landlord may claim same as a credit or refund in determining its net tax liability on account of HST; (xiii) costs covered by warranties or guarantees to the extent recovered by the Landlord; (xiv) any amounts directly chargeable by the Landlord to any other tenant or tenants (except pursuant to clauses similar to this section); (xv) any amounts paid by the Landlord to persons, firms or corporations which do not deal with the Landlord at arm’s length (as determined pursuant to the Income Tar Act (Canada)) to the extent, if any, that such payments exceed the amount which would be paid to person, firms or corporations which deal with the Landlord at arm’s length. (c) Operating Costs may be attributed by the Landlord in its sole discretion to the various components of the Development in accordance with reasonable and current practices and on the basis consistent with the nature of the particular costs being attributed, and the costs so attributed may be allocated to the tenants of such components accordingly. (d) If the Building is less than 100% occupied or operational during any period, the Landlord may adjust those Operating Costs which vary with the use and occupancy of rentable premises in the Building to what they would have been, in the Landlord’s reasonable estimation, if the Building had been 100% occupied or operational for such period so that such Operating Costs are fairly allocated to the tenants actually obtaining the benefit of the services associated with such Operating Costs. For clarity, nothing in this section permits the Landlord to recover more than 100% of any cost or expense comprising Operating Costs. 5.2 Payment of Tenant’s Proportionate Share (a) The Operating Costs may be estimated, or re-estimated from time to time, by the Landlord for each of the Landlord’s fiscal periods (currently being a calendar year, but which may be changed, from time to time, by the Landlord) (a -Fiscal Period”) and the Tenant shall pay to the Landlord as Additional Rent, such estimated payments in equal monthly instalments in advance during such period on the first day of the month. (b) Following the end of each Fiscal Period for which such estimated payments have been made, the Landlord shall deliver to the Tenant a statement (the -Statement”) containing: (i) reasonable particulars of the actual Operating Costs and the Real Property Taxes for such period; (ii) the Tenant’s Proportionate Share of the Operating Costs; (iii) a statement of the Real Property Taxes payable by the Tenant pursuant to section 6.2; and (iv) the amount of the Utilities, if any, allocated by the Landlord to the Tenant pursuant to section 7.1(c). - 21 - The Landlord shall use reasonable efforts to deliver the Statement to the Tenant within 120 days following the end of each Fiscal Period, but its failure to do so will not preclude the Landlord from subsequently delivering the Statement and from making any necessary adjustments. After the delivery of a Statement, the Landlord may subsequently render supplemental statements if it subsequently discovers errors or omissions in the amounts previously charged to the Tenant or if there are any changes to the Real Property Taxes and the parties shall make the appropriate adjustment in the same manner as set out in section 5.2(c). Notwithstanding the foregoing, the Landlord may not issue a supplemental statement on account of the Operating Costs for a period covered by a Statement more than 1 year following the delivery of such Statement to the Tenant, but, for clarity, such restriction does not prohibit the Landlord from issuing supplemental statements if there are any changes to the Real Property Taxes applicable to the period covered by a Statement. (c) If the Statement shows that the Tenant has paid: (i) more than the amount actually payable by it (the difference being called the “Excess”), then, provided the Tenant is not in default of any of the Tenant’s Covenants, the Excess will be applied by the Landlord against the next succeeding instalments of the Operating Costs and Real Property Taxes payable by the Tenant. If there is any Excess for the last year of the Term, the Excess will be refunded by the Landlord to the Tenant at the same time as the Landlord delivers the Statement for the last year of the Term, provided the Tenant is not in default of any of the Tenant’s Covenants. If the Tenant is in default of any of the Tenant’s Covenants, then the Landlord shall hold the Excess until such time as the default is rectified. If the default is a rental default, the Landlord may apply the Excess against the Rent in arrears. If the default is not a rental default, the Landlord may apply the Excess against the costs incurred by the Landlord if the Landlord elects to rectify the default, in whole or in part, in accordance with its rights to do so contained in this Lease. Upon the default being rectified, the Landlord will either apply the Excess against the next succeeding instalments of the Operating Costs and Real Property payable to the Landlord or refund any remaining amount of the Excess to the Tenant; or (ii) less than the amount actually payable by it (the difference being called the “Deficiency”), the Tenant shall pay the Deficiency within 15 days following the date it receives the Statement from the Landlord. (d) The Tenant has 60 days from the date that the Landlord delivers the Statement to the Tenant to deliver to the Landlord written notice setting out in detail any objections it may have to the Statement and the reasons therefor, failing which the Tenant will be deemed to have accepted the Statement which will then be conclusive and binding upon the Tenant. 5.3 Reallocation of Operating Costs If the Landlord determines that there should be a disproportionate allocation of Operating Costs among the tenants of the Development, then the Landlord may make such disproportionate allocation and it will be binding on the Tenant. ARTICLE 6.00 - TAXES 6.1 Business Taxes of Tenant (a) The Tenant shall, on or before their due date, pay to the relevant Authorities all Business Taxes. - 22 - (b) If the Tenant or any Person occupying the Premises or any part of it elects to have the Premises or any part thereof assessed for separate school taxes, the Tenant shall pay to the Landlord as soon as the amount of the separate school taxes is ascertained, any amount by which the separate school taxes exceed the amount which would have been payable for school taxes had such election not been made as aforesaid, and any loss, costs, charges and expenses suffered by the Landlord may be collected by the Landlord as Additional Rent. (c) The Tenant shall, upon request of the Landlord from time to time, deliver to the Landlord for inspection, receipts for payment of all Business Taxes and will furnish such other information in connection therewith as the Landlord may reasonably require. 6.2 Real Property Taxes (a) The Tenant shall pay, as Additional Rent, to the Landlord, its Proportionate Share of all Real Property Taxes levied, rated, charged or assessed from time to time against the Development. (b) The Tenant shall pay the amounts payable under section 6.2(a) according to estimates or revised estimates made by the Landlord from time to time in respect of each Fiscal Period. The Tenant’s payments will be made in advance on the first day of each month in monthly amounts and for such periods as determined by the Landlord. (c) If the assessments and tax bills for the Real Property Taxes applicable to the Development involve lands and/or buildings that do not form part of the Development, then the Landlord will, acting reasonably, allocate the Real Property Taxes between the Development and such other lands and the amount allocated by the Landlord to the Development will be conclusive and binding upon the Tenant and be deemed to be the amount assessed against the Development. For clarity, the Landlord shall not allocate the Real Property Taxes in a manner that permits the Landlord to recover more than 100°0 of the Real Property Taxes. (d) If: (i) the Building is less than 100°0 occupied or operational during any period; and (ii) the Landlord is able to obtain a reduction in the Real Property Taxes for the Development due to such vacancies or non-operational portions of the Building, then the Real Property Taxes will be deemed to be the amount that they would have been if the Building had been 100% occupied and operational. 6.3 Alternate Methods of Taxation If, during the Term, the method of taxation is altered so that the whole or any part of the Real Property Taxes now levied, rated, assessed or imposed on real estate and improvements are levied, assessed, rated or imposed wholly or partially as a capital levy or on the rents received or otherwise, or if any tax, assessment, levy, imposition or charge, in lieu thereof is imposed upon the Landlord, then all such taxes, assessments, levies, impositions and charges shall be included within the Tenant’s obligation to pay its Proportionate Share of Real Property Taxes as set out in section 6.2. - 23 - 6.4 Pro-Rata Adjustment If any taxation year during the Term of this Lease is less than 12 calendar months, the Tenant’s Proportionate Share of Real Property Taxes will be subject to a per diem pro-rata adjustment in the manner contemplated by section 4.2. 6.5 Deferrals and Appeals of Real Property Taxes (a) The Landlord may defer payment of Real Property Taxes, or defer compliance with any statute, law, bylaw, regulation or ordinance in connection with the levying of any such Real Property Taxes, in each case, to the fullest extent permitted by law, so long as it diligently prosecutes any contest, appeal or assessment on which such tax is based. The Tenant shall co-operate with the Landlord in respect of any such contest, appeal or assessment and shall provide the Landlord with ail relevant information, documents and consents required by the Landlord. (b) The Tenant may not appeal or contest any separate assessment of the Real Property Taxes for the Premises unless it first obtains the Landlord’s written consent. If the Tenant obtains the Landlord’s written consent, the Tenant will deliver to the Landlord whatever security for the payment of Real Property Taxes the Landlord considers advisable and will keep the Landlord informed of its progress from time to time and upon the request of the Landlord. The Tenant may not, however, appeal the Real Property Taxes for (i) the Common Areas, if separately assessed; or (ii) the Development if there is a single assessment for the Development. 6.6 HST The Tenant shall pay to the Landlord all HST payable on the Rent (including accelerated Rent), which payment shall be made at the same time as the Rent to which the HST relates is to be paid in accordance with the terms of this Lease. Regardless of any other provision of this Lease to the contrary, the amounts payable by the Tenant under this section shall be deemed not to be Rent, but the Landlord shall have all of the same remedies for and rights of recovery for such amounts as it has for the recovery of Rent under this Lease, including the right to distrain against the Tenant’s property. ARTICLE 7.00 - UTILITIES 7.1 Utility Rates (a) Throughout the Term, the Tenant shall pay as Additional Rent all rates and charges (the “Charges”) for electric charges, air-conditioning, ventilation, water, gas, light, heat, power, telephone, television and other public utilities and services supplied to or used on or in connection with the Premises or in connection with the business or occupation of the Tenant (the “Utilities”) and indemnify and keep indemnified the Landlord and the Premises from and against any and all Claims in respect thereof. (b) If the Premises are separately metered for any Utilities, then the Tenant shall: (i) cause the account for each of the separately metered Utilities to be registered in the name of the Tenant throughout the Term by no later than the earlier of the Commencement Date and the date that the Tenant takes possession (exclusive or non-exclusive) of the Premises; and (ii) pay all such Utilities to the relevant utility supplier by the relevant due date. - 24 - The Landlord confirms that the Premises will be separately metered to measure the consumption of electricity in the Premises (excluding the electricity consumed by the Building standard heating, ventilating and air-conditioning equipment serving the Premises). (c) If the Premises are not separately metered for any Utilities, then the Landlord will make an equitable allocation of the Utilities, as determined by the Landlord, acting reasonably, among the tenants of the Building and the Tenant will pay for the costs of such Utilities (together with the costs incurred by the Landlord in determining or allocating the Utilities) allocated to it. The Landlord will estimate such Utilities payable by the Tenant for a period no greater than 12 months and the Tenant shall pay to the Landlord as Additional Rent, the estimated payments in equal monthly instalments in advance during such period together with the monthly instalments of Minimum Rent. Such estimated payments will be adjusted in the manner contemplated by section 5.2(b). The Landlord may revise such estimate from time to time. 7.2 Meters The Tenant shall pay the cost of installing and maintaining any meters installed at the request of the Landlord or the Tenant to measure the usage of Utilities in the Premises. No meter may be installed in the Premises by the Tenant without the Landlord’s consent. ARTICLE 8.00 - CONTROL OF THE DEVELOPMENT 8.1 Control of the Development (a) The Development is at all times subject to the exclusive control and management of the Landlord. The Landlord shall operate and maintain the Development in such manner as the Landlord, in its sole discretion, determines from time to time. Without limiting the generality of the foregoing, the Landlord may: (i) construct, maintain and operate lighting facilities and heating, ventilating, and air-conditioning systems; (ii) police and supervise the Development; (iii) close all or any portion of the Common Areas to such extent as may, in the opinion of the Landlord’s counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any Person or the public therein; (iv) grant, modify and terminate easements or other agreements pertaining to the use and maintenance of all or any part or parts of the Development; (v) obstruct or close off all or any part or parts of the Development for the purpose of maintenance or repair, or for any other reason deemed necessary by the Landlord; (vi) employ all personnel including supervisory personnel and managers necessary for the operation, maintenance and control of the Development; (vii) make any changes or additions to the pipes, conduits, utilities and other services in the Premises which service the Premises or other premises in the Building; - 25 - (viii) control, supervise and regulate the delivery or shipping of merchandise, supplies and fixtures to and from the Premises in such manner as in the sole judgment of the Landlord is necessary for the proper operation of the Premises and the Development; (ix) designate and specify the kind of container to be used for garbage and refuse and the manner and the times and places at which same shall be placed for collection. If the Landlord provides or designates a service for picking up refuse and garbage, the Tenant shall use same at the Tenant’s cost. The Tenant shall pay the cost of removing its refuse or rubbish. The Tenant shall not bum any trash or garbage of any kind in or about the Premises or the Building; (x) from time to time, change the area, level, location, arrangement and use of the Common Areas; (xi) construct other buildings, structures or improvements on or to the Development and/or make alterations thereof or additions thereto, or subtractions therefrom or re-arrangements thereof and/or enclose any open portion of the Development, and/or create any outdoor or indoor malls or any combination thereof, and/or build additional storeys on the Building; (xii) re-locate or re-arrange the Common Areas from those existing at the Commencement Date; (xiii) do such other things with reference to the Development as, in the use of good business judgment, the Landlord determines to be advisable. (b) In exercising any of its foregoing rights, the Landlord: (i) may, upon giving the Tenant not less than 24 hours prior notice (oral or written), enter upon the Premises to make such changes to same as the Landlord in its sole discretion deems necessary in connection with any changes to the Development and the Common Areas; (ii) shall, when entering upon the laboratory portion of the Premises, be accompanied by an authorized representative of the Tenant; (iii) shall use reasonable commercial efforts to minimize interference with the Tenant’s business operations on the Premises; (iv) shall make any such changes as expeditiously as reasonably possible, and the Tenant will not be entitled to any abatement in Rent or compensation for any inconvenience, nuisance or discomfort occasioned thereby and nothing in this Lease is deemed or construed to impose upon the Landlord any obligation, responsibility or liability whatsoever for the care, maintenance or repair of the Premises, or any part thereof, except as set out above. (c) Any entry by the Landlord upon the Premises in accordance with the provisions of this section is not a re-entry or a breach of any covenant for quiet enjoyment contained in this Lease and will not affect the Tenant’s obligation to observe and perform the Tenant’s Covenants. 8.2 Parking (a) The Tenant may, subject to the provisions of this section, use the parking areas forming part of the Common Areas (the “Parking Areas”) on a “first come, first served” basis in common with others permitted by the Landlord to use them. The Tenant shall not make undue use of the Parking Areas so as to unduly interfere with the use of the Parking Areas by the others entitled to use the Parking Areas. - 26 - (b) The Parking Areas are subject to the exclusive control and management of the Landlord or its nominee, who have the right to establish from time to time all rules and regulations for the general management, operation and use of the Parking Areas. The Landlord may designate the location within the Parking Areas where the various tenants of the Development are to park their vehicles and the Tenant shall comply, and cause its employees, to comply with any such designation made by the Landlord. (c) Within 10 Business Days following the Landlord’s written request, the Tenant shall furnish the Landlord with the current provincial licence numbers of any vehicles owned or used by the Tenant and its employees and the Tenant shall thereafter, notify the Landlord of any changes within 5 Business Days after such changes occur. If the Landlord has designated an area in accordance with section 8.2(b) and the Tenant or its employees fail to park their vehicles in such designated parking areas, the Landlord, in addition to all other rights and remedies hereunder, may charge the Tenant its standard per diem fee per vehicle parked in any area other than those designated, such fee to be deemed to be Additional Rent and payable within 30 days following the Tenant’s receipt of an invoice. The Landlord may remove such motor vehicle and the Tenant shall indemnify and hold harmless the Landlord from all Claims arising as a result of the Landlord so removing such motor vehicle. (d) The Landlord may, without any liability on its part, remove vehicles in the Parking Areas which the Landlord determines have been abandoned. 8.3 Right to Relocate Intentionally Deleted. 8.4 Lighting Systems The Landlord has the exclusive right to replace bulbs, tubes and ballasts in the lighting system in the Premises, on either an individual or a group basis. The Landlord shall make any required replacements within 5 Business Days following the Landlord’s receipt of a written request from the Tenant. The Tenant shall pay the cost of such replacement as Additional Rent at the same time as Minimum Rent is payable, or as otherwise directed by the Landlord. 8.5 Heating, Ventilating and Air-Conditioning (a) The Landlord shall provide heating, ventilating and air-conditioning to the Premises to an extent sufficient to heat, ventilate and/or cool the Premises at all times during Normal Business Hours for normal occupancy, except during or when prevented by reason of maintenance, repairs, failure of electricity or other causes beyond the reasonable control of the Landlord. The Landlord will use all reasonable efforts to respond to the Tenant’s requests regarding the temperature in the Premises as soon as reasonably possible. (b) The Landlord is not responsible for any inadequacy of the performance of the systems for the provision of such services if the number of persons per square foot (square metre) of the floor area of the Premises or the amount of electricity consumed in the Premises exceeds the guidelines established by the Landlord from time to time, or if the Tenant’s Leasehold Improvements, equipment or furniture interfere with the proper operation of such systems or if the Tenant fails to properly shade windows exposed to the sun. If the Landlord, in its discretion, elects to make any changes (including rebalancing) to such systems as a result of any such excess or improper use or arrangement of the Premises, the cost of such changes plus 15% of such cost (representing the Landlord’s administrative fee) shall be paid by the Tenant to the Landlord within 30 days following the Tenant’s receipt of an invoice. - 27 - (c) Throughout the Term, the Tenant shall operate the HVAC Equipment in such manner as to maintain reasonable conditions of temperature, air circulation and humidity within the Premises as determined by the Landlord, acting reasonably. The Tenant shall comply with all reasonable rules and regulations as the Landlord may make from time to time respecting the operation and maintenance of the HVAC Equipment. 8.6 Janitorial Services and Waste Disposal (a) The Landlord shall provide janitorial services to the Premises and the Building. Such janitorial services will be those typically provided by landlords of office buildings similar to the Building in the City of Dartmouth. The Landlord may, in its sole discretion, amend or vary services as experience and conditions may dictate. (b) The Landlord is not responsible for any act, omission or negligence on the part of any Person or Persons employed or retained by the Landlord to perform such work and will not be liable for any damage or injury to property or Persons in connection therewith. (c) The Tenant shall grant the Persons performing such services access to all parts of the Premises in order to perform such janitorial services and will leave the Premises in a reasonably tidy condition at the end of each day to permit the performance of such services. If any part of the Premises is not accessible to such Persons, then Landlord will not be required to provide janitorial services to such parts of the Premises. (d) The Landlord may implement a recycling program for the Building and, if such a recycling program is implemented, the Tenant shall fully participate in and comply with such program. (e) Notwithstanding the foregoing: (i) the Landlord is not required to provide janitorial services to those portions of the Premises comprising specialized or laboratory areas for the research, development and manufacturing of clinical stage immunotherapies (collectively, the “Laboratory Areas”); (i) the Tenant is responsible for arranging its own janitorial services for the Laboratory Areas; (ii) the Tenant shall keep separate all Medical Waste from all other waste; and (ii) the Tenant shall dispose of and remove from the Premises all Medical Waste in accordance with all applicable Laws and shall not deposit any Medical Waste in any garbage facilities in the Development. 8.7 Elevator Service The Landlord shall provide elevator service in the Building during Normal Business Hours (and at least 1 elevator outside of Normal Business Hours) for use by the Tenant in common with others lawfully using same, except when prevented by reason of maintenance, repairs, failure of electricity or other causes beyond the reasonable control of the Landlord. All Persons using the elevators in the Building do so at their sole risk and the Landlord is not liable for any Claims that may be made by any such Persons in connection with their use of the elevators in the Building. - 28 - 8.8 Telecommunications (a) The Tenant may utilize a telecommunication service provider of its choice with the Landlord’s prior written consent, subject to the provisions of this Lease and the following: (i) prior to commencing any work in the Building, the service provider must execute and deliver the Landlord’s standard form of licence agreement, which may include a provision for the Landlord to receive compensation for the use of the space for the service provider’s equipment and materials; (ii) the Landlord shall incur no expense or liability whatsoever with respect to any aspect of the provision of telecommunication services, including without limitation, the cost of installation, service, materials, repairs, maintenance, removal, interruption or loss of telecommunication service; (iii) the Landlord must first reasonably determine that there is sufficient space in the risers of the Building for the installation of the service provider’s wiring and cross connect; (iv) the Tenant shall indemnify and hold harmless the Landlord for all Claims suffered or incurred by Landlord caused by or arising out of, either directly or indirectly, any acts or omissions by the service provider or the telecommunication equipment that the Tenant arranges to have installed in the Building and the Premises; (b) The Tenant is responsible for the costs associated with the supply and installation of telephone, computer and other communication equipment and systems and related wiring within the Premises to the boundary of the Premises for hook up or other integration with the telephone and other communication equipment and systems of a telephone or other communication service provider, which equipment and systems of the service provider are, or will be, located in the Building pursuant to the Landlord’s standard form of licence agreement. (c) The Landlord shall supply space in Building’s risers and space on floor(s) of the Building in which the Premises are located, the location of which shall be designated by the Landlord, to telecommunication service providers who have entered into the Landlord’s standard form of licence agreement for the purpose, without any cost or expense to the Landlord therefor, of permitting installation in such risers and on such floor(s) of telephone and other communication services and systems (including data cable patch panels) to the Premises at a point designated by the Landlord. (d) The Landlord has the right to assume control of wiring, cables and other telecommunication equipment in the Building and may designate them as part of the Common Areas. (e) The Tenant will not install or use any telecommunication equipment (including any wireless equipment, antennae or related equipment) that creates a health hazard or that interferes with the operating systems of the Building or the telecommunication equipment of the Landlord or other occupants of the Building. (f) If the Tenant sets up a wireless network within the Premises then: (i) the Tenant shall cooperate fully with the Landlord and others if any spectrum management requirements or programs are put in place to ensure that radio frequencies, channels and unlicensed portions of the radio frequency spectrum operate harmoniously within the Building and do not cause any interference with telecommunications or systems outside of the Building; - 29 - (ii) the Tenant may be required to pay an equitable share, determined by the Landlord, of the costs incurred by the Landlord for spectrum management, as well as costs of monitoring, inspecting, investigating, and obtaining reports relating to wireless equipment usage; and (iii) the Tenant will abide by any recommendations made by the Landlord’s Experts relating to spectrum management and the mitigation of interference, security and reception issues. (g) The Tenant acknowledges that the Landlord makes no representation concerning, and assumes no responsibility for, any telecommunications or telecommunications equipment of the Tenant or for managing, controlling or protecting telecommunications of the Tenant. The Tenant is fully responsible for satisfying itself concerning all aspects of the Building, its operations and those of its occupants having regard to telecommunication matters and related equipment and will indemnify the Landlord against all Claims relating to disruption that are made by third parties with whom the Tenant or occupants of the Premises communicate via telecommunications. (h) The Tenant shall not resell telecommunication services (wireless or otherwise) using equipment situated on the Premises or in the Building. (i) The Tenant will not permit any personnel employed by it or any occupant of the Premises to engage in so called “hacking” or other unauthorized use of telecommunication or wireless facilities in, adjacent to or serving the Building or any of its occupants. 8.9 Health Emergency If the Landlord determines that a Health Emergency exists: (a) the Landlord may: (i) amend, supplement or otherwise enforce any existing health emergency rules or regulations in existence; (ii) pass additional rules and regulations; and (iii) impose restrictions to mitigate or minimize the effects of a Health Emergency by controlling access to parts of the Building, imposing sanitization requirements (including, without limiting the generality of the foregoing, requiring the Tenant to decontaminate all or any part of the Premises) and implementing health precautions consistent with advice from any authority having jurisdiction including medical experts or public health officials. (b) the Landlord will not be considered to be in default under this Lease by reason of: (i) anything it does pursuant to section 8.9(a) or if it fails to do any of the things described in section 8.9(a); or (ii) any decision it makes in good faith in response to a Health Emergency, and will not be liable in contract, tort or any other basis of liability, statutory or otherwise, by reason of any action, omission or failure to act in connection with or as a result of a Health Emergency; - 30 - (c) the Landlord will not be in default of any of the Landlord’s Covenants if it determines that it needs to suspend, reduce or restrict access to the Development or the services that it is obligated under this Lease to provide, including janitorial services. 8.10 Special Services (a) In this section, “Special Services” means items, materials or services provided by the Landlord or its agents for the Tenant or its Transferees in respect of the Premises or the Building, at the specific request of the Tenant or its Transferees or for any other reason so provided and whether or not the cost thereof would otherwise be included in Operating Costs, to the extent supplied or provided for the Tenant or its Transferees in excess of that supplied or provided for tenants generally (or those tenants who share the cost of same) as may be determined by the Landlord acting reasonably or as the Landlord may designate from time to time including hydro, heating, ventilating and air- conditioning provided beyond Normal Business Hours, replacement of tubes, bulbs and ballasts, special janitorial or cleaning services, supervision, repairs, locksmithing and hoisting. For greater clarity and with respect to the Tenant’s use of the Premises beyond Normal Business Hours, the Landlord is limited to charging the Tenant for additional and reasonable out-of-pocket expenses incurred by the Landlord as a direct result of the Tenant’s request for access beyond Normal Business Hours. (b) The Tenant shall pay to the Landlord the cost of the Special Services plus a sum equal to 15°0 of such cost representing the Landlord’s overhead. At the option of the Landlord, the cost of any part of the Special Services, plus a sum equal to 15°0 of such cost, shall be paid by the Tenant: (i) within 15 days after the Landlord provides the Tenant with an invoice for such Special Services; or (ii) at the times and in the same manner as the Tenant is required to pay its Proportionate Share of Operating Costs, including estimation and re-estimation by the Landlord and final determination thereof. ARTICLE 9.00 - MAINTENANCE AND REPAIRS 9.1 Tenant’s and Landlord’s Repairs (a) If the Development or any part of it becomes damaged or destroyed through the negligence, carelessness or misuse by the Tenant, the Tenant’s Employees or anyone permitted by it to be in the Development, or through it or them in any way, including by stopping up or injuring the heating apparatus, water pipes, drainage pipes, or other equipment or part of the Development, the expense of the necessary repairs, replacements or alterations shall be borne by the Tenant who shall pay the same to the Landlord as Additional Rent within 30 days following the Tenant’s receipt of an invoice from the Landlord. (b) Subject to sections 9.1(c), 9.4 and 17.1, the Tenant shall, at all times during the Term, at its sole cost and expense: (i) keep and maintain the Premises in good order, first-class condition and repair (including periodic painting and preventative maintenance) as would a prudent owner; and - 31 - (ii) make and carry out all needed maintenance, repairs and replacements to and for the whole of the Premises (including all appurtenances, fixtures, equipment and contents, including all entrances, windows and glass other than that forming part of the exterior walls of the Building or the enclosing walls of any atriums thereof, partitions, doors, store fronts, signs (both interior and exterior) and Leasehold Improvements), so as to maintain same to a standard consistent with premises in a first class office building. The Tenant shall make all needed repairs and replacements with due diligence and dispatch. (c) The Tenant’s obligations in section 9.1(b) do not extend to: (i) repairs and maintenance necessitated by reasonable wear and tear to the Premises which would not be repaired by a careful and prudent owner of a first class building of the same type as the Building; (ii) repairs or replacements arising as a result of Insured Damage; and (iii) those items that are the Landlord’s responsibility pursuant to section 9.1(d). (d) Subject to section 17.1, the Landlord shall at all times throughout the Term, but subject to the other provisions of this Lease, maintain and repair or cause to be maintained and repaired the following: (i) the Structural Components; (ii) the Common Areas, including the driveways and parking areas on the Lands; (iii) the roof membrane of the Building; (iv) the HVAC Equipment (but, in the absence of a written agreement to the contrary, the Landlord shall not be responsible for the maintenance, repair or replacement of any HVAC Equipment installed by the Tenant in the Premises, the Tenant being solely responsible for the maintenance, repair or replacement of any such HVAC Equipment); (v) the windows in the exterior walls of the Premises; and (vi) Insured Damage. The timing and all aspects of the carrying out of such repairs, replacements and maintenance is within the sole discretion of the Landlord. The Landlord may, subject to section 5.1(b), include the costs of such maintenance, repairs and replacements in the Operating Costs. If, however, any such maintenance, repairs or replacements are necessitated as a result of the negligence, omission or wilful acts of the Tenant or the Tenant’s Employees, then (except in the case of Insured Damage) the Tenant will be responsible for the cost of such maintenance, repairs and replacements (together with the Landlord’s administrative fee of 15% of such costs) (collectively, the “Repair Costs”). If required by the Landlord, the Tenant shall provide a deposit to the Landlord equal to the Landlord’s estimate of the Repair Costs (the “Repair Deposit”) and the Landlord will be under no obligation to undertake the relevant maintenance, repairs or replacements until such time as it receives the Repair Deposit. If the Repair Costs are to be paid by the Tenant, then upon completion of the repairs the Landlord will provide the Tenant with an invoice for the Repair Costs and: (vii) to the extent that the Repair Costs exceed the Repair Deposit actually received by the Landlord (if any), the Tenant shall pay such excess to the Landlord within 20 days following the date that the Tenant receives such invoice; or - 32 - (viii) to the extent that the Repair Costs are less than the Repair Deposit actually received by the Landlord (if any), the Landlord shall pay the deficiency to the Tenant within 20 days following the date that the Tenant receives such invoice. (e) Except as expressly set out in this Lease, the Landlord is not responsible for making any repairs or replacements in and to the Premises of any nature or kind whatsoever. 9.2 Repair on Notice The Tenant shall commence to repair upon 15 days’ notice in writing from the Landlord (or such shorter period as may be required by the Landlord, acting reasonably) but the Landlord’s failure to give notice shall not relieve the Tenant from its obligation to repair. If, after receiving such notice, the Tenant refuses or neglects to perform the repairs required by section 9.1 to the reasonable satisfaction of the Landlord, the Landlord may, but shall not be obligated to, make such repairs without liability to the Tenant for any loss or damage that may accrue to the Tenant’s merchandise, fixtures or other property or to the Tenant’s business by reason thereof and upon completion thereof, the Tenant shall pay, as Additional Rent, the Landlord’s costs for making any such repairs plus the Landlord’s administrative fee of 15% of such costs. 9.3 Landlord’s Right to Enter (a) The Landlord and the Landlord’s Employees may, at all reasonable times and upon not less than 24 hours prior notice (written or oral) to the Tenant (except in the case of an emergency, real or apprehended, in which case no prior notice is required, but the Landlord shall nevertheless use commercially reasonable efforts to contact the Tenant, if it is reasonable to do so), enter the Premises for the purpose of: (i) viewing the state of repair and maintenance of the Premises. The Tenant shall comply with all requirements of the Landlord with respect to the care, maintenance and repair thereof, provided that they are not inconsistent with Tenant’s obligations contained in section 9.1; (ii) making such repairs and replacements as are the Landlord’s obligations under this Lease; (iii) making such repairs and replacements as are the Tenant’s obligations pursuant to the terms of this Lease and which the Tenant is in default of making after the expiry of the 15 day notice period referred to in section 9.2; (iv) making changes and additions to the pipes, conduits, wiring and ducts in the Premises where necessary to serve other premises in the Building; or (v) for any other purpose necessary to enable the Landlord to perform the Landlord’s Covenants or to exercise its rights under this Lease. (b) The Landlord may bring onto the Premises ail materials required in order for it to exercise its rights in this section 9.3. - 33 - (c) In order to effect any maintenance, repairs, replacements, alterations or improvements which are the Landlord’s obligation under this Lease, or which the Landlord is entitled to carry out pursuant to this Lease, the Landlord may, without any liability whatsoever and without thereby constituting an interference with the Tenant’s rights under this Lease or a breach by the Landlord of this Lease, and without thereby entitling the Tenant to any rights in respect thereof, temporarily suspend or modify the provision of Utilities to the Premises. (d) In exercising its rights in this section, the Landlord: (i) shall do so as expeditiously as reasonably possible; (ii) shall endeavour to minimize the interference with the Tenant’s business operations in the Premises; (iii) shall, in the case of the exercise of its rights under section 9.3(c) (other than in the case of an emergency, real or apprehended), give the Tenant at least 2 Business Days prior written notice and endeavour to coordinate the timing of any suspension of Utilities with the Tenant; and (iv) may require the Tenant to move its personal property and trade fixtures from the area to which the Landlord requires access to another part of the Premises, in which case the Tenant shall do so, failing which the Landlord may do so. (e) The Tenant is not entitled to any abatement in Rent as a result of the Landlord exercising its rights in this section 9.3. The Landlord is not liable for any damage caused to any property located in the Premises as a result of the Landlord exercising its rights in this section 9.3. (f) If the Tenant is not present to open and permit an entry into the Premises in the case of an emergency (real or apprehended) or after the Landlord has given the Tenant the notice contemplated by section 9.3, the Landlord or the Landlord’s Employees may, using reasonable force, exercise the Landlord’s rights in section 9.3(a) to enter the Premises without rendering the Landlord or the Landlord’s Employees liable therefor, and without affecting or releasing the Tenant from the observance and performance of any of the Tenant’s Covenants. (g) Nothing in this section imposes upon the Landlord any obligation, responsibility or liability for the care, maintenance or repair of the Premises, except as specifically provided in this Lease. 9.4 Alterations or Improvements (a) The Tenant may not commence nor make any Alterations (which, for the purposes of this section 9.4, includes the installation of the Tenant’s trade fixtures) to any part of the Premises without the Landlord’s prior written consent. (b) If any proposed Alterations: (i) affect the structure of the Premises or the Building or the roof membrane of the Building; (ii) affect any part of the Premises which may be under warranty to the Landlord; - 34 - (iii) affect any of the electrical, plumbing, mechanical, heating, ventilating or air-conditioning systems or other base Building systems thereof, or otherwise require compatibility with the Landlord’s systems; (iv) are to be installed outside of the Premises; (v) are installed within the Premises but are part of the Common Areas; or (vi) affect the Common Areas, the exterior doors of the Premises or the perimeter walls of the Premises including the windows or glass portions thereof, then the Landlord may: (vii) require such Alterations to be performed by the Landlord or its contractors, but at the Tenant’s sole cost and expense. The Tenant shall pay all such costs and expenses, including the cost of all Experts retained by the Landlord (plus a sum equal to 15% of all such costs representing the Landlord’s overhead and administrative costs), within 15 days of receiving an invoice from the Landlord; and/or (viii) unreasonably and arbitrarily withhold its consent to the proposed Alterations. (c) No Alterations by or on behalf of the Tenant shall be permitted which may weaken or endanger the structure or adversely affect the condition or operation of the Premises or the Building or diminish the value thereof, or restrict or reduce the Landlord’s coverage for municipal zoning purposes. (d) Prior to commencing any Alterations, the Tenant shall submit to the Landlord: (i) details of the proposed Alterations, including, where appropriate (as determined by the Landlord) in light of the nature of the Alterations, 2 sets of working drawings, plans and specifications (which are to include, where appropriate (as determined by the Landlord) in light of the nature of the Alterations, architectural, structural, electrical, mechanical, plumbing, and telecommunication plans) prepared by qualified architects or engineers; (ii) such indemnification against liens, costs, damages and expenses as the Landlord may reasonably require; and (iii) evidence satisfactory to the Landlord that the Tenant has obtained all necessary consents, permits, licences and inspections from all Authorities having jurisdiction. (e) All Alterations by the Tenant shall be: (i) at the sole cost of the Tenant; (ii) performed by competent workmen who are approved by the Landlord and whose labour union affiliations are compatible with others employed by the Landlord and its contractors and who are fully covered by workers compensation; (iii) performed in a good and workmanlike manner in accordance with the approved drawings and specifications, all applicable Laws and the very best standards of practice; (iv) subject to the reasonable supervision and direction of the Landlord; - 35 - (v) completed as expeditiously as possible with first class new materials; (vi) done in a manner that does not disturb any of the other tenants of the Building; and (vii) done in accordance with any design criteria manual which the Landlord has created for the Building. In the event of any express conflict between the provisions of this Lease and the provisions of such design criteria manual, the provisions of this Lease will prevail in all cases. (f) The Landlord may require that any cutting, coring, drilling and other elements of any Alterations that could disturb any of the other tenants of the Building be done during the hours of 6 p.m. to 7:00 a.m. and scheduled at least 48 hours in advance with the Landlord. (g) The Tenant or its contractors shall carry builder’s risk insurance (on an all-risks basis) and contractors’ public liability and property damage insurance in an amount not less than $5,000,000.00 in respect of each occurrence and which names the Landlord as a named insured, but only in respect of occurrences arising out of the acts of the insured. The Tenant may not commence any Alterations until it has provided the Landlord with a certificate of insurance, signed by the relevant insurer (or authorized agent of such insurer), evidencing that such insurance has been taken out and is in place and the Landlord has approved such certificate. (h) The Tenant shall be responsible for all costs incurred by the Landlord (including fees of architects, engineers and designers) incurred in dealing with Tenant’s request for Landlord’s consent to any Alterations, whether or not such consent is granted, and in inspecting and supervising any such Alterations, together with a management fee in the amount of 5% of the costs of the Alterations. Such costs and management fee shall be paid by the Tenant to the Landlord within 15 days following the Tenant’s receipt of an invoice for such costs and management fee. (i) Any Alterations made by the Tenant without the prior written consent of the Landlord or which are not in accordance with the drawings and specifications approved by the Landlord shall, if requested by the Landlord, be promptly removed by the Tenant at its expense and the Premises restored to their previous condition. (j) Upon completion of any Alterations, the Tenant shall provide to the Landlord as-built drawings for the Premises and shall secure all applicable statutory declarations and certificates of inspection, approval and occupancy and provide evidence of same to the Landlord. (k) Under no circumstances may the Tenant or the Tenant’s Employees enter onto the roof of the Building or make any opening in the roof of the Premises in connection with the performance of any Alterations or for any other reason whatsoever. (l) The Tenant shall furnish to the Landlord within 15 days following demand, a statutory declaration or other evidence satisfactory to the Landlord stating that no liens or other encumbrances have been registered against title to the Lands in connection with the Alterations and that all accounts for work, services and materials have been paid in full with respect to all of Alterations. The Tenant shall also furnish to the Landlord within i 5 days following demand, any other information requested by the Landlord regarding the supply of work, services and materials in connection with the performance of the Alterations, including without limitation details of the costs actually expended by Tenant in the performance of the Alterations. - 36 - (m) The opinion in writing of the Landlord’s Expert shall be binding on both the Landlord and Tenant respecting all matters of dispute regarding the Alterations, including the state of completion and whether or not the Alterations are completed in a good and workmanlike manner and in accordance with Tenant’s plans and specifications for the Alterations and with the provisions of this section. (n) Notwithstanding any consents granted by the Landlord to any proposed Alterations, such consents relate only to the general acceptability of the proposed Alterations and that by giving such consents, the Landlord shall not be deemed to have any direct or indirect interest, responsibility or liability with respect to such Alterations or the design, installation or maintenance of same or for the payment of same, all of which shall be the sole responsibility of the Tenant. Without limiting the generality of the foregoing, and notwithstanding any notices which the Landlord may receive from the Tenant’s contractors or subcontractors, the Landlord shall not be liable, and no lien or other encumbrance shall attach to the Landlord’s interest in the Development, pursuant to any Laws, in respect of materials supplied or work done by Tenant or on behalf of Tenant (including if done by or on the direction of the Landlord pursuant to its rights in this section) or related to any Alterations, and Tenant shall so notify or cause to be notified all its contractors and subcontractors. The Tenant shall indemnify and save harmless the Landlord from any Claims suffered or incurred by the Landlord which arise out of the performance of the Alterations. The Tenant acknowledges and agrees that the provision of any materials, work or services performed by the Landlord at Tenant’s expense in respect of any Alterations or pursuant to any provision of this Lease shall be deemed to be provided by the Landlord on the Tenant’s behalf as the Tenant’s contractor. 9.5 Notify Landlord The Tenant shall give immediate notice in writing to the Landlord of any damage caused to the Premises, the HVAC Equipment, the Common Areas or the Building upon such damage becoming known to the Tenant, irrespective of whether the responsibility to repair such damage is the Landlord’s or the Tenant’s. If the Landlord is responsible for repairing any such damage and the Tenant fails to give notice of such damage to the Landlord in accordance with its preceding obligation, the Tenant shall be liable for such of the costs incurred by the Landlord in repairing such damage as can be shown to be directly attributable to such failure on the part of the Tenant (including additional costs incurred by the Landlord in repairing such damage and which would not have been incurred had the Tenant given notice of such damage to the Landlord in accordance with its obligations in this section). 9.6 Party Wall The parties agree that one or more of the walls of the Premises may be party walls which may be used, as to the portion adjacent to the Premises, by an adjoining tenant, or by the Landlord, and as to any repairs to such party walls as may be required pursuant to the provisions of section 9.1 or pursuant to any other provision of this Lease, the Tenant shall bear one-half of the cost of such repairs, unless such repairs are necessitated wholly by reason of the negligence of the Tenant, in which event the Tenant shall be responsible for the entire costs of such repairs, but if such repairs are made necessary by reason of the gross negligence of the Landlord, or of adjoining tenants, then the costs of such repairs shall not be borne by the Tenant. 9.7 Maintenance of the Premises The Tenant shall keep, operate and maintain the Premises in a clean and sanitary condition having regard to the nature of the business operations being carried on therein. - 37 - 9.8 Protrusions from the Premises The Tenant shall not allow any protrusions from the Premises for any reason whatsoever in order to protect the aesthetics of the Building. If, however, should any such protrusion exist (excluding any protrusions existing prior to the date the Tenant was given possession of the Premises or which are installed by the Landlord), the Tenant shall, if requested by the Landlord, remove such protrusion within 10 days following the Landlord’s request, failing which the Landlord may do so, in which case the Tenant will pay the costs incurred by the Landlord in removing such protrusion, together with an administrative fee equal to 15% of such costs, within 30 days following the Tenant’s receipt of an invoice for such costs. For clarity, the foregoing does not apply to any protrusions made by or on behalf of the Tenant and which the Landlord has consented to in writing (which consent may be unreasonably withhold). 9.9 Tenant Not to Overload The Tenant shall not: (a) bring upon the Premises or any part thereof, any machinery, equipment, article or thing that by reason of its weight, size or use, might in the opinion of the Landlord damage the Premises or the Building; (b) overload the floors of the Premises; (c) overload any of the utility, electrical, mechanical or structural systems in or servicing the Premises; or (d) place anything on or suspend anything from the roof structure or the Building structure without first obtaining the Landlord’s prior written consent, which consent may be unreasonably and arbitrarily withheld. If any damage is caused to the Premises or the Building by any machinery, equipment, object or thing or by its overloading, or by any act, neglect, or misuse on the part of the Tenant, the Tenant shall promptly repair such damage, or at the option of the Landlord, pay the Landlord on demand the cost of making good such damage together with an amount equal to 15°0 of such costs representing the Landlord’s overhead. 9.10 Protection of Equipment The Tenant shall protect from damage all of the heating and air-conditioning apparatus, water, gas and drain pipes, water closets, sinks and accessories thereof in or about the Premises and keep same free from all obstructions that might prevent their free working and give to the Landlord prompt written notice of any accident to or defects in same or any of their accessories. Any damage resulting from misuse or failure to protect same shall be the sole responsibility of the Tenant. The Tenant specifically undertakes to install and maintain at its sole cost and expense, fire extinguishers and such other fire protection equipment as is deemed reasonably necessary or desirable by the Landlord, any Authority or insurance body. ARTICLE 10.00 - USE OF PREMISES 10.1 Use of Premises The Premises may only be used for the Permitted Uses and may not be used, in whole or in part, for any other business or purpose. - 38 - 10.2 Conduct of Business In the conduct of the Tenant’s business, the Tenant shall: (a) not do, nor suffer or permit to be done, any acts which may damage the Development or be a nuisance or menace to the Landlord or to other tenants in the Building; (b) not do, nor suffer or permit to be done, any act in or about the Development which hinders or interrupts the flow of traffic to, in and from the Building and not do, nor suffer or permit anything to be done which will in any way obstruct the free movement of persons doing business in the Building with any tenant or other occupant in the Building; (c) not commit or suffer or permit to be committed any waste upon the Premises; (d) not cause, permit or suffer any odours, vapours, steam, water, vibrations or other undesirable effects to emanate from the Premises or any equipment or installation therein; (e) not store or place anything in the Common Areas, including outside garbage or other containers; (f) not obstruct any conduit, wiring, pipe, duct, access panel and the like or do or omit to do any other thing which would unreasonably restrict access to any Building system or facility including heating, ventilating or air-conditioning units or equipment; and (g) not use any travelling or flashing lights, or displays, or any signs, television or other audio-visual or mechanical devices, in a manner so that they can be seen outside of the Premises and not use any loudspeakers, sound system, television, phonographs, radio or other audio-visual or mechanical devices in a manner so that they can be heard outside of the Premises, without in each case obtaining the prior written consent of the Landlord. If the Tenant uses any such equipment without receiving the prior written consent of Landlord or in a manner inconsistent with the terms of the Landlord’s consent, the Landlord may, without liability on its part, remove such equipment without notice at any time, in which case the Tenant shall: (i) reimburse the Landlord for the costs incurred by the Landlord in removing such equipment, plus an administration fee of 15° a of such costs, within 30 days following the Tenant’s receipt of an invoice from the Landlord; and (ii) repair all damage to the Premises caused by the installation and removal of such equipment; (i) not sell or permit the sale of counterfeit goods; (ii) not engage in acts or activities (including the sale of goods or services) which may infringe the intellectual property rights of third parties; (h) carry out all modifications, alterations of or to the Premises and the Tenant’s conduct of business in or its use of the Premises which are required by any of the Authorities referred to in section 10.3; (i) obtain and provide evidence to the Landlord from time to time on demand being made by the Landlord that the Tenant has obtained all necessary approvals, licenses and consents from all Authorities having jurisdiction for the operation of its business on and from the Premises and that such approvals, licenses and consents are in full force and effect; - 39 - (j) if required by the Landlord or any Authority, the Tenant shall properly contain within the Premises and dispose of its garbage in accordance with practices acceptable to the Landlord or any Authority, as the case may be. 10.3 Observance of Law The Tenant shall, at its sole cost and expense, and subject to the other provisions of this Lease, promptly: (a) observe and comply with all Laws now or hereafter in force which pertain to or affect the Premises, the Tenant’s use of the Premises or the conduct of any business in the Premises, or the making of any repairs, replacements, alterations, additions, changes, substitutions or improvements of or to the Premises; and (b) observe and comply with all police, fire and sanitary regulations imposed by any Authority or made by insurance underwriters. 10.4 Rules and Regulations The Tenant and the Tenant’s Employees are bound by, and shall observe the rules and regulations attached as Schedule “E” and such further and other rules and regulations that may be made by the Landlord after the date of this Lease relating to the Development, or any part of it, and which the Landlord informs the Tenant of in writing. The Landlord may, from time to time, amend the rules and regulations or adopt and promulgate additional rules and regulations applicable to the Development, including rules and regulations for the operation, use and maintenance of the Common Areas, which rules and regulations may differentiate between different types of businesses in the Development. All such rules and regulations are deemed to be incorporated into and form part of this Lease, but if there is a conflict between such rules and regulations and any other provision of this Lease, such other provision of this Lease prevails. The Landlord is not responsible to the Tenant for the non-observance or violation of any of the rules and regulations by other tenants of the Development or other Person and is under no obligation to enforce any such provisions. 10.5 Energy Conservation The Tenant shall cooperate with the Landlord regarding any programs and procedures undertaken by the Landlord, either voluntarily or by reason of legal, regulatory or insurance requirements, for environmental improvement, pollution control, waste recycling, energy conservation and similar matters. 10.6 Exhibiting Premises The Landlord and the Landlord’s Employees may, at all reasonable times, enter upon the Premises in order to exhibit them to such Persons as the Landlord may determine. 10.7 By-Laws The Tenant shall not make any application or representation to or for any Authority which would have the effect of, in any way, amending or varying the provisions of any Laws affecting the Premises (including the zoning affecting the Premises), without first obtaining the written consent and authorization of the Landlord. - 40 - 10.8 Window Coverings The Tenant shall not, without the prior written consent of the Landlord, install any blinds, drapes, curtains or any other window coverings in the Premises and shall not remove, add to or change the blinds, drapes, curtains or other window coverings installed by the Landlord from time to time. The Tenant shall keep all window coverings open or closed at various times as the Landlord may from time to time reasonably direct by the rules and regulations or otherwise, to the extent that closing or opening the window coverings is required for the Tenant’s comfort. 10.9 Name of Building The Tenant may not refer to the Building by any name other than such name as may be designated from time to time by the Landlord as the name of the Building. The Tenant may only use the name of the Building for the business address of the Tenant and for no other purpose without the written consent of the Landlord. 10.10 Access The Tenant may have access to the Premises throughout the Term, subject to the Landlord’s reasonable security requirements, Force Majeure and the terms of this Lease. ARTICLE 11.00 - ENVIRONMENTAL MATTERS 11.1 Environmental Laws and Policies Without limiting the provisions of section 10.3, the Tenant shall, at its sole cost, comply with all Environmental Laws (including obtaining any required permits, licenses or similar authorizations) and all environmental terms, conditions and policies which may be established by the Landlord from time to time in respect of the use, treatment, handling, clean up and disposal of Hazardous Substances. The Tenant shall not permit any Person to engage in any activity in or on the Development (including in or on the Premises) that may reasonably be anticipated to lead to a violation of any Environmental Laws or the imposition or assertion of liability or responsibility under any Environmental Laws on such Person, the Tenant or the Landlord. 11.2 Use of Hazardous Substances (a) The Tenant shall not bring or allow to be present in the Development any Hazardous Substances, but may transport Permitted Substances (as defined below) over the Common Areas to and from the Premises as long as it does not deposit or leave them in the Common Areas (except on any common loading dock serving the Premises, in which case the Tenant shall remove them from such common loading dock as soon as reasonably possible). (b) The Tenant shall not bring or allow to be present in the Premises any Hazardous Substances, other than those Hazardous Substances, if any, which the Tenant requires for the proper operation of its business operations in the Premises, being those listed on Schedule “G” (the “Permitted Substances”). The Tenant shall notify the Landlord in writing of any proposed changes to the Permitted Substances and the Tenant must receive the Landlord’s prior written consent to any such changes. The Tenant shall provide the Landlord with a written statement describing: (i) the procedures used by the Tenant to contain and handle Hazardous Substances and Permitted Substances; and - 41 - (ii) the procedures used by the Tenant to contain and deal with spills of Hazardous Substances and Permitted Substances, within 20 days following the Landlord’s request for such a statement. The Tenant shall properly contain and handle all Hazardous Substances and Permitted Substances within the Premises and dispose of same in accordance with all applicable Environmental Laws. (c) Except as permitted by section 11.2(b), the Premises may not be used for the sale, transport, transfer, production, storage, manufacture, processing, packaging of or other dealing with any Hazardous Substance except if, and so long as, approved by the Landlord in writing and whenever any such approval is given, such sale, transport, transfer, production, storage, manufacture, processing, packaging thereof, or other dealing therewith, shall be only in accordance with the written directions of, and conditions imposed by, the Landlord. (d) The Tenant shall immediately notify the Landlord of the existence of any Hazardous Substances (other than the Permitted Substances) on the Lands of which it becomes aware. (e) The Tenant shall not use any Hazardous Substances or Permitted Substances in a manner which may cause or contribute to an adverse environmental effect upon the Premises, the Lands, any other lands or to the environment. (f) Upon the expiry of the Term, or at such other times as may be required by any lawful Authority, the Tenant shall: (i) remove from: (A) the Premises: (I) all Hazardous Substances and Permitted Substances which were placed, brought or allowed onto the Premises during the Term; and (II) anything contaminated by such Hazardous Substances or Permitted Substances and which the Landlord designates as being the Tenant’s property in accordance with section 11.3(c); and (B) the Common Areas: (I) all Hazardous Substances and Permitted Substances which were placed, brought or allowed onto the Common Areas during the Term by the Tenant, the Tenant’s Employees or any Transferee; and (II) anything contaminated by such Hazardous Substances or Permitted Substances and which the Landlord designates as being the Tenant’s property in accordance with section 11.3(c); (ii) upon expiration or termination of the Lease, remove any underground or aboveground storage tanks, pipes and other equipment associated with such tanks (including, but not limited to, any product which is in and has escaped from such tanks) installed at the Premises by or on behalf of, or used by the Tenant; and (iii) make good any damage to the Premises or the Development by the work described above. - 42 - 11.3 Tenant’s Responsibility (a) The Tenant is solely responsible and liable for any clean-up and remediation required by the Landlord or any Authority having jurisdiction of any Hazardous Substances or Permitted Substances which the Tenant, the Tenant’s Employees, any Transferee or any Person having business with the Tenant causes or allows to be released onto or into the air, the Premises, the Common Areas, other lands and/or the groundwater or surface waters under or on the Lands or any other lands. Upon the occurrence of any such release, the Tenant shall immediately give written notice to the Landlord and take all steps necessary to remedy the situation giving rise to such release. (b) If any clean-up or remediation is required in accordance with section 11.3(a), the Tenant shall, at its sole cost, prepare all necessary studies, plans and proposals and submit them to the Landlord for approval, provide all bonds and other security required by any lawful Authorities and carry out the work required. In carrying out such work, the Tenant shall keep the Landlord fully informed of the progress of the work. The Landlord may, in its sole discretion, elect to carry out all such work, or any part of it, and, if the Landlord does so, the Tenant shall pay for all costs in connection therewith, together with an administrative fee equal to 15% of such costs, within 15 days of written demand being made by the Landlord. (c) All Hazardous Substances and Permitted Substances brought or allowed onto the Lands during the Term by the Tenant, the Tenant’s Employees, any Transferee or any Person having business with the Tenant will, despite any other provision of this Lease to the contrary and any expiry, termination or disclaimer of this Lease, be and remain the property and sole responsibility of the Tenant regardless of the degree or manner of affixation of such Hazardous Substances and Permitted Substances to the Premises or the Lands. In addition, and at the option of the Landlord, anything contaminated by such Hazardous Substance or Permitted Substances will automatically become the property of the Tenant. (d) If the Tenant is required by any applicable Environmental Laws to maintain environmental and operating documents and records, including permits and licenses (collectively, “Environmental Records”), the Tenant shall maintain all requisite Environmental Records in accordance with all applicable Environmental Laws. The Landlord may inspect all Environmental Records at any time during Term on 24 hours’ prior written notice, but no prior notice shall be required in the case of an emergency, real or apprehended. (e) The Tenant shall promptly notify the Landlord in writing of: (i) any notice by any Authority alleging a possible violation of or with respect to any Environmental Laws in connection with operations or activities in the Premises; (ii) any charges laid by any Authority alleging a violation by the Tenant, the Tenant’s Employees or a Transferee of any Environmental Laws in connection with operations or activities in the Premises; (iii) any orders made against the Tenant pursuant to any Environmental Laws in connection with its operations or activities in the Premises; and (iv) any notices received by the Tenant from any Person concerning any release or alleged release of any Hazardous Substances or Permitted Substances from the Premises. - 43 - (f) The Tenant shall provide to the Landlord a copy of any environmental site assessment of the Premises conducted by or for the Tenant at any time during the Term within 10 days of the Tenant receiving same. 11.4 Landlord’s Audit Right (a) The Landlord may, at any time: (i) enter the Premises for the purpose of causing an environmental audit of the Premises and/or the Common Areas to be carried out, and in connection with such audit, the Landlord may. (A) conduct tests and environmental assessments or appraisals; (B) remove samples from the Premises; (C) examine and make copies of any relevant documents or records relating to the Premises; and (D) interview the Tenant’s Employees. (b) The scope and breadth of any such environmental audit will be determined by the Landlord in its sole discretion. The Landlord is responsible for the cost of any such audit except if such audit reveals contamination of the Premises or the Development, or any part of it (including the Premises) caused by the Tenant, the Tenant’s Employees, any Transferee, or the Tenant’s invitees, in which case the Tenant shall pay such costs to the Landlord within 30 days following receipt of an invoice from the Landlord on account of such costs. (c) If any audit reveals any breach by the Tenant of the Tenant’s Covenants contained in this Lease, the Tenant shall immediately take such steps as are necessary so as to rectify such breach. (d) Unless instructed to do so by the Landlord, the Tenant may not carry out, or cause to be carried out, any environmental audit of the Premises. (e) If the Tenant fails to comply with any of its obligations under this section, the Landlord may, in its sole discretion and at the expense of the Tenant, perform the necessary work to carry out such obligations. Upon the Landlord rendering an invoice to the Tenant on account of such work, the Tenant shall pay same to the Landlord within 20 days following receipt of such invoice from the Landlord. 11.5 Survival of Obligations For greater clarity, the obligations of the Tenant under this Article relating to Hazardous Substances and Permitted Substances will survive the expiry, repudiation or earlier termination of this Lease. To the extent that the performance of such obligation requires access to or entry upon the Premises or the Lands, or any part thereof, following such expiry, repudiation or earlier termination: (a) the Tenant may only have such entry and access at such times and upon such terms and conditions as the Landlord may from time to time specify; and/or - 44 - (b) the Landlord may undertake the performance of any necessary work in order to complete such obligations of the Tenant, but having commenced such work, the Landlord shall have no obligation to the Tenant to complete such work and may require the Tenant to do so. All costs incurred by the Landlord in undertaking such work, together with an administrative fee of 15°0, shall be paid by the Tenant to the Landlord within 20 days following delivery to the Tenant of an invoice for such work. ARTICLE 12.00 - INSURANCE AND INDEMNIFICATION 12.1 Tenant’s Insurance (a) The Tenant shall, at its sole cost and expense, take out and keep in full force and effect throughout the Term and any period when it is in possession of the Premises, the following insurance: (i) “all-risks” insurance (including flood and earthquake) upon property of every description and kind owned by the Tenant, or for which the Tenant is legally liable, or installed by or on behalf of the Tenant (including stock-in-trade, furniture, fittings, installations, signs (wherever located in the Development), alterations, additions, partitions and fixtures) and anything in the nature of a Leasehold Improvement in the Premises (regardless of when or who installed same), all of the foregoing in an amount not less than the full replacement cost thereof without deduction for depreciation. Such policy must contain a contingent liability from enforcement of building bylaws endorsement, a stated amount clause and an inflation protection endorsement. If there is a dispute as to the amount of full replacement cost of Leasehold Improvements, the decision of the Landlord or its Mortgagee shall be conclusive. The Landlord and every Mortgagee must be included on such insurance policies as named insureds, but only in respect of the Leasehold Improvements. Such insurance policies may contain reasonable deductibles in amounts acceptable to the Landlord, acting reasonably; (ii) commercial general liability insurance on an occurrence basis against claims for personal injury, bodily injury, property damage or loss, contractual liability, “all-risks” tenants’ legal liability for the full replacement cost of the Premises (without deduction for depreciation), non-owned automobile liability, employer’s liability and owners’ and contractors’ protective insurance coverage with respect to the Premises and the Common Areas. The coverage under such insurance is to include the use, activities and operations in the Premises by the Tenant and the Tenant’s Employees and the use, activities and operations in any other part of the Development by the Tenant and the Tenant’s Employees. Such policies must be written on a comprehensive basis with limits of not less than $5,000,000.00 for any one occurrence, or such higher limits as the Landlord or its Mortgagee may reasonably require from time to time. The Landlord, the Landlord’s property manager (if any) and the Mortgagee must be included on such insurance policies as additional insureds; (iii) business interruption insurance in an amount which will reimburse the Tenant for direct or indirect loss of earnings attributable to all perils insured against in section 12.1(a)(i) and other perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or the Building as a result of such perils and which shall: (A) include a provision for the payment of Rent; (B) include a contingent business interruption endorsement; and (C) be in a profits form of coverage with an indemnity period of not less than 12 months; - 45 - (iv) broad form comprehensive boiler and machinery insurance on a blanket repair and replacement cost basis with limits for each accident in an amount at least equal to the replacement cost (without depreciation) of all Leasehold Improvements and of all boilers, pressure vessels, heating, ventilating and air- conditioning equipment and miscellaneous electrical apparatus owned or operated by the Tenant (other than equipment owned by the Landlord) or by others (other than the Landlord) on behalf of the Tenant in the Premises or that relates to or serves the Premises, subject to an agreed amount clause. The Landlord and every Mortgagee must be included on such insurance policies as named insureds, but only in respect of the Leasehold Improvements. The Tenant is only required to carry such insurance if it has in the Premises equipment that would be covered by such insurance; (v) standard owners’ form automobile liability insurance providing third party liability insurance with $2,000,000.00 inclusive limits, and accident benefits insurance covering all licensed vehicles owned or leased by or on behalf of the Tenant; (vi) exterior glass insurance (but such insurance is not required if coverage is provided in the insurance described in section 12.1(a)(i)); and (vii) any other form or forms of insurance as the Tenant or the Landlord or the Mortgagee may reasonably require from time to time in amounts and for insurance risks against which a prudent tenant would protect itself. The Tenant is responsible for the payment of all: (viii) insurance premiums for the insurance policies required by this section; and (ix) deductibles payable under the insurance policies required by this section. (b) All policies required by this section must: (i) be with insurers qualified to sell insurance in the Province in which the Premises are located and who have an A.M. Best rating of at least A- or equivalent; (ii) contain an endorsement requiring the insurers under such policies to notify the Landlord in writing at least 30 days prior to any material change or cancellation thereof; (iii) contain a waiver in favour of the required additional named insureds pursuant to this Lease of any breach of warranty clause such that the insurance policies in question shall not be invalidated in respect of the interests of such additional named insureds by reason of a breach by the Tenant of any warranty contained in such policies; and (iv) contain a clause stating that the Tenant’s insurance policy will be considered as primary insurance and will not call into contribution any other insurance that may be available to the Landlord. (c) All public liability insurance required by this section must contain a severability of interest clause and a cross liability clause. - 46 - (d) All property, boiler and machinery and business interruption insurance required by this section must contain a waiver of any rights of subrogation which the insurers of the Tenant may have against the Landlord and the Landlord’s Employees whether the damage is caused by the act, omission or negligence of the Landlord or the Landlord’s Employees. All property and boiler and machinery insurance required by this section must: (i) contain a dispute loss agreement clause, unless such insurance is with the same insurer, in which case such clause is not required; (ii) if required by the Landlord, contain the Mortgagee’s standard form of mortgage clause; and (iii) name the Landlord as the first loss payee in respect of the Leasehold Improvements in the Premises. (e) Prior to the earlier of the commencement of any Fixturing Period and the Commencement Date, and within 10 days following the Landlord’s written request from time to time, the Tenant shall furnish to the Landlord: (i) a certificate of insurance in the form attached as Schedule “H” signed by the Tenant’s insurers or the authorized representative of the insurer; or (ii) if required by the Landlord or any Mortgagee, certified copies of all such policies. In no event may the Tenant have possession of the Premises until such time as such certificate or certified copies, as the case may be, are received and approved by the Landlord. The Tenant shall provide written evidence of the continuation of such policies not less than 10 days prior to their respective expiry dates. No review, approval or acceptance of any insurance policy or certificate by the Landlord will in any way alter the Landlord’s rights under this Lease or the Tenant’s obligations under this section 12.1. (f) If: (i) the Tenant fails to take out or maintain any of the insurance required by this section; or (ii) any of the insurance required by this section is not approved by the Landlord and the Tenant fails to rectify the situation within 48 hours after written notice by the Landlord that it does not approve of such insurance, then the Landlord may: (iii) treat such failure as an Event of Default; or (iv) take out such of the insurance required by this section as the Landlord elects to take out. In such event, the Tenant shall reimburse the Landlord for all costs incurred by the Landlord in taking out the insurance the Landlord elects to take out, plus an administrative fee equal to 1500 of such amount, immediately upon receipt of an invoice from the Landlord. (g) Regardless of any other provision of this Lease to the contrary, the Tenant hereby releases and waives any and all Claims against the Landlord and the Landlord’s Employees with respect to occurrences to be insured against by the Tenant in accordance with its obligations under this Lease and whether any such Claims arise as a result of the gross negligence or otherwise of the Landlord or the Landlord’s Employees. - 47 - (h) In case of loss or damage under the Tenant’s insurance, the proceeds of insurance for the Leasehold Improvements in the Premises are hereby assigned and made payable to the Landlord as first loss payee. If the Tenant is not in default of its obligations under this Lease, the Landlord shall, upon the Tenant’s written request, release such proceeds to the Tenant in progress payments at stages determined by a certificate of the Landlord’s Expert stating that repairs to each such stage have been satisfactorily completed free of liens by the Tenant. If the Tenant is in default of its obligations under this Lease, the Landlord may retain such proceeds without liability to the Tenant for interest or otherwise until the default has been, in the opinion of the Landlord, remedied. If the Tenant fails to make such repairs, the Landlord may perform the repairs and apply the proceeds to the cost thereof. If the Lease is terminated upon the happening of any damage or any destruction as provided for in Article 17.00 or for any other reason, all such proceeds of insurance shall be retained by the Landlord for the Landlord’s own use. 12.2 Adverse Impact on Insurance (a) If any of the Landlord’s insurance premiums are increased by reason of anything done or omitted or permitted to be done by the Tenant or by anyone permitted by the Tenant to be upon the Premises, the Tenant shall pay the full amount of such increase to the Landlord within 15 days after receipt of an invoice for such additional premiums. In determining the Tenant’s responsibility for any increased insurance costs, a statement issued by the organization, company or insurer establishing the insurance premiums or rates for the relevant insurance policies stating the reasons for such increase will be conclusive evidence in determining the Tenant’s responsibility for same. (b) If any insurance on any part of the Development is cancelled or threatened to be cancelled by the insurer by reason of the use or occupation of the Premises or any part thereof by the Tenant or by any Transferee or by anyone permitted by the Tenant to be upon the Premises and the Tenant fails to remedy the condition giving rise to the cancellation or threatened cancellation within 48 hours after receipt of written notice from the Landlord requiring the Tenant to so remedy such condition, then an Event of Default will be deemed to have occurred. 12.3 Landlord’s Insurance (a) The Landlord shall take out and maintain the insurance specified in sections 12.3(a)(i), 12.3(a)(ii), 12.3(a)(iii) and 12.3(a)(iv) throughout the Term and may take out the insurance contemplated by section 12.3(a)(v) at such times as the Landlord may determine: (i) “all-risks” property insurance on the Building and all property owned by the Landlord relative to the Development for an amount not less than replacement cost thereof from time to time (including foundations), against loss or damage by perils from time to time embraced by or defined in a standard all-risk insurance policy (including fire, explosion, impact by air craft or vehicles, lightning, riot, vandalism, malicious acts, smoke, leakage from defective equipment, wind storm, hail, collapse, back-up of sewer, flood and earthquake); (ii) boiler, pressure vessels, air-conditioning equipment and miscellaneous electrical apparatus and machinery insurance on the equipment contained in the Building which is owned by the Landlord and on a broad form blanket cover repair and replacement basis; (iii) “all-risk” rent and rental value insurance insuring loss of gross rental value attributable to the perils insured against by the Landlord (including loss of rent and other amounts receivable from tenants in the Development (assuming full occupancy of the Building), including the Rent payable under this Lease) for an indemnity period of not less than 12 months; - 48 - (iv) commercial general liability insurance on an occurrence basis with respect to the Landlord’s operations in the Development, such coverage to include the Landlord’s Employees and its contractors, subcontractors and agents while working on behalf of the Landlord. Such policy shall contain a limit of not less than $5,000,000.00 per occurrence and in the aggregate; and (v) any other form or forms of insurance as the Landlord or its Mortgagee may reasonably require from time to time for insurance risks and in amounts against which a prudent landlord would protect itself. (b) All such insurance policies may contain such deductibles as would be carried by a prudent owner of a similar building. (c) Despite the Landlord’s covenants in section 12.3(a) and the Tenant’s contributions towards the cost of the Landlord’s insurance: (i) no insurable interest is conferred upon the Tenant under any policies of insurance carried by the Landlord; (ii) the Tenant is not entitled to share in or receive the benefit of any portion of any insurance proceeds received by the Landlord; and (iii) the Tenant is not relieved of any liability arising from or contributed to by its negligence or wilful acts or omissions. The Landlord is not accountable to the Tenant regarding the use of any insurance proceeds arising from any claim and the Landlord is not obliged on account of such contributions to apply such proceeds to the repair or restoration of that which was insured, unless otherwise provided in this Lease. If the Tenant wishes to receive indemnity by way of insurance for any property, work or thing whatever, the Tenant shall insure same for its own account and may not look to the Landlord for reimbursement or recovery in the event of loss or damage from any cause, whether or not the Landlord has insured same and recovered therefor. 12.4 Limitation of the Landlord’s Liability The Landlord is not liable or responsible in any way to the Tenant or to any other Person for and the Tenant hereby releases the Landlord from all Claims of every nature and kind arising out of or in respect of: (a) any occurrence on, in or relating to the Development or any part of it however caused, including resulting from: strikes; lockouts; war; riots; insurrection; acts of God; fire; smoke; explosions; falling or defective plaster, ceiling tiles, fixtures or signs; broken glass; steam; fumes; vapours; odours; dust; dirt; cinders; grease; acid; oil; any noxious, offensive or excessive liquids, solids or gases; any Hazardous Substance; debris; vibration; radiation; air or noise pollution; theft; vandalism; breakage; vermin; electricity; electrical or other wiring, computer or electronic equipment or systems malfunction or stoppage; water; rain; floods; flooding; freezing; earthquake, tornado or hurricane; wind; snow; sleet; hail; frost; ice; excessive heat or cold; sewage; sewer backup; toilet overflow; leaks or discharges from any part of the Development, or from any pipes, sprinklers, appliances, equipment, electrical or other wiring, plumbing fixtures, roof, windows, skylights, doors, trap doors or subsurface of any floor or ceiling of any part of the Building or from the street or any other place, or by dampness or climatic conditions or from any other cause whatsoever; - 49 - (b) the acts of (including the negligent and wilful acts of): (i) other tenants or other occupants of the Development; (ii) any Person in the Development; (iii) occupants of properties adjacent to the Lands; and/or (iv) the public; (c) the Landlord or its representatives entering the Premises to undertake any work therein, or to exercise any of the Landlord’s rights or remedies hereunder, or to fulfil any of the Landlord’s obligations hereunder, or in the case of emergency; (d) any interruption or cessation of or failure in the supply of any Utilities or heating, ventilating, air-conditioning and humidity control; or (e) losses or damage insured against or required to be insured against by the Tenant pursuant to this Lease. All property kept or stored on the Premises is at the risk of the Tenant and the Tenant shall hold the Landlord harmless from and against Claims arising out of damages to same, including any subrogation claims by the Tenant’s insurers or by third parties. 12.5 Indemnification of Landlord The Tenant shall indemnify the Landlord and save it harmless from and against any and all Claims in connection with: (a) the occurrence of any event described in section 12.4(e), except to the extent caused by the gross negligence of the Landlord or the Landlord’s Employees; (b) all Claims of the Tenant and Persons permitted by it to be on the Premises by reason of the suspension, non-operation, or failure for any period of time of any Utilities, heating, ventilating, air-conditioning or humidity control; (c) the failure of the Tenant to observe and perform any of the Tenant’s Covenants; (d) the occupancy or use by the Tenant of the Premises, including the conduct and operation by the Tenant of its business on the Premises; (e) any Hazardous Substance or Permitted Substance being brought into, produced or maintained in, or discharged from, the Premises during the Term, except for any Hazardous Substances brought into the Premises by the Landlord or the Landlord’s Employees; (f) any occurrence in or around the Development caused, in whole or in part, by the act, failures, omissions or negligence of the Tenant or the Tenant’s Employees; and (g) any occurrence on the Premises however caused, except to the extent caused by the gross negligence of the Landlord or the Landlord’s Employees. If the Landlord, without actual fault on its part, is made a party to any litigation commenced by or against the Tenant, the Tenant shall indemnify and hold the Landlord harmless and shall pay all costs and expenses (including all legal expenses) incurred or paid by the Landlord in connection therewith. - 50 - 12.6 Employees (a) Every indemnity, exclusion or release of liability by the Tenant in this Lease and every waiver of subrogation contained in any of the Tenant’s insurance policies extend to and benefit the Landlord, the Landlord’s Mortgagee, the Landlord’s Employees, any management company employed by the Landlord to manage the Development and all of their respective servants, agents, directors, officers, employees and those for whom the Landlord is in law responsible (collectively, the “Landlord Beneficiaries”). The Landlord is the agent or trustee of the Landlord Beneficiaries solely to the extent necessary for the Landlord Beneficiaries to take the benefit of this section, but the Landlord is under no obligation to take any steps or actions on behalf of the Landlord Beneficiaries to enable them to obtain the benefits of this section unless it chooses to do so in its sole and absolute discretion. (b) Every indemnity, exclusion or release of liability by the Landlord in this Lease and every waiver of subrogation contained in any of the Landlord’s insurance policies extend to and benefit the Tenant and the Tenant’s Employees. The Tenant is the agent or trustee of the Tenant’s Employees solely to the extent necessary for the Tenant’s Employees to take the benefit of this section, but the Tenant is under no obligation whatsoever to take any steps or actions on behalf of the Tenant’s Employees to enable them to obtain the benefits of this section unless it chooses to do so in its sole and absolute discretion. ARTICLE 13.00 - ASSIGNING AND SUBLETTING 13.1 Consent Required The Tenant may not effect a Transfer without the prior written consent of the Landlord in each instance, which consent will not be unreasonably or arbitrarily withheld and the decision as to whether or not such consent will be given will not be unreasonably delayed. The consent by the Landlord to any Transfer to a Transferee, if granted, will not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against a Transfer includes a prohibition against any Transfer by operation of law. No Transfer will occur, and the Landlord will not be deemed to have given its consent to a Transfer, by reason of a failure by the Landlord to reply to a request by the Tenant for consent to a Transfer. 13.2 Factors for Consent Notwithstanding the fact that the Landlord may not unreasonably or arbitrarily withhold its consent to a Transfer, the Landlord will be considered to be reasonably withholding its consent if its reason or reasons for doing so is or are based upon all or any of the following factors: (a) any factor which a court of law would consider to be reasonable; (b) the Tenant is in default of any of the Tenant’s Covenants; (c) there is an outstanding Event of Default; (d) the Transferee not having, in the Landlord’s opinion, a satisfactory financial covenant or business history; (e) the Transferee, its principals or any partnership or corporation in which the Transferee or its principals was a member or a shareholder at the time (other than a public corporation described in section 13.4) having become bankrupt or insolvent or having defaulted (other than by a minor technical default which shall be determined by the Landlord acting reasonably) under the terms of any lease for premises whether leased from the Landlord or other Persons; - 51 - (f) the rent to be charged by the Tenant to the Transferee being less than the Rent; (g) the Transferee does not intend to actually use and occupy the Premises in accordance with the terms of this Lease, (h) the Transferee being an existing tenant of the Landlord; (i) the Landlord having available for leasing to the Transferee other premises in the Building; or (j) the giving of such consent would cause the Landlord to be in breach of restrictive or exclusive use clauses granted by the Landlord to other tenants in the Building. 13.3 Transfers (a) If the Tenant intends to effect a Transfer, in whole or in part, the Tenant shall provide the Landlord with prior written notice of its intention to effect a Transfer, which written notice shall set out the name of the proposed Transferee and its principals and be accompanied by: (i) such information regarding the proposed Transferee as the Landlord may reasonably require in order to determine whether or not to consent to the proposed Transfer, including information concerning the principals of the Transferee, a detailed breakdown of the proposed Transferee’s, and its principals’ prior business experience, complete credit, financial and business information regarding the proposed Transferee and its principals and an original copy of all documents and agreements relating to the proposed Transfer; and (ii) the Landlord’s then current non-refundable administrative fee for considering the Tenant’s request for consent (currently being $1,000.00, plus HST). Such fee excludes any legal fees and disbursements which the Landlord may incur in connection with a request for its consent, which shall also be payable by the Tenant. The Landlord is not required to consider any request for its consent until such time as it has received all of the preceding information and monies. The Landlord will, within 30 days after having received such written notice and ail such necessary information and monies, notify the Tenant in writing either that: (iii) it consents (subject to the Tenant complying with all of the provisions of this section 13.3 on its part to be complied with) or does not consent to the Transfer; or (iv) it elects to cancel this Lease in preference to giving its consent. If the proposed Transfer relates to only a part of the Premises, the Landlord’s right to cancel this Lease will relate only to such part and, in such event, the Tenant will, at its sole cost and expense, arrange for the partitioning of the Premises so as to separate the part being proposed to be transferred from the remainder of the Premises, subject to the provisions of section 9.4. If the Landlord elects to cancel this Lease, the Tenant will notify the Landlord in writing within 15 days thereafter of the Tenant’s intention either to refrain from such Transfer or to accept the cancellation of this Lease. If the Tenant fails to advise the Landlord within such 15 day period or if it advises the Landlord that it accepts the Landlord’s cancellation of this Lease, this Lease will be terminated upon the thirtieth day following the date that the Landlord advised the Tenant in writing of its decision to cancel this Lease and the Tenant will, on such date, deliver up possession of the Premises in accordance with all of the provisions of this Lease relating to the surrender of the Premises at the expiration of the Term and all Rent shall be adjusted to the date of such termination. If the Tenant advises the Landlord that it intends to refrain from such Transfer, the Landlord’s election to cancel this Lease will become null and void in such instance. Notwithstanding the foregoing, the Landlord may not exercise its foregoing right to cancel this Lease if the proposed Transferee is an affiliate (as that term is defined in the Canada Business Corporations Act) of the Tenant. - 52 - (b) If there is a Transfer of this Lease, the Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the obligation to obtain the Landlord’s consent to a Transfer, or the acceptance of the Transferee as tenant, or a release of the Tenant from the further performance by the Tenant of the Tenant’s Covenants. (c) Any document evidencing an assignment will be prepared by the Landlord or its solicitors. Any document evidencing the Landlord’s consent to a Transfer will be prepared by the Landlord or its solicitors. (d) All legal costs incurred by the Landlord with respect to a request by the Tenant for the Landlord’s consent to a proposed Transfer shall be paid by the Tenant to the Landlord upon demand, and, in any event, prior to the Landlord giving its consent. For clarity, the Tenant shall pay such costs whether or not the Landlord consents to the proposed Transfer. The Tenant shall provide to the Landlord such deposit on account of the Landlord’s legal cost as the Landlord or its solicitors may require prior to the Landlord instructing its solicitors to deal with the proposed Transfer. (e) Every Transfer is conditional upon the Tenant and the Transferee executing an agreement with the Landlord providing for the following: (i) the Transferee’s agreement to be bound by all of the Tenant’s Covenants as if such Transferee had originally executed this Lease as tenant; (ii) if the Transferee is not an assignee, the Transferee’s agreement that, at the Landlord’s option, all of the Transferee’s right, title and interest in and to the Premises absolutely terminates upon the surrender, release, disclaimer or merger of this Lease; and (iii) the Transferee’s agreement to waive any right it, or any person on its behalf, may have to disclaim, repudiate or terminate this Lease pursuant to any bankruptcy, insolvency, winding-up or other creditors’ proceeding, including the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), and to agree that in the event of any such proceeding the Landlord will comprise a separate class for voting purposes. If the Tenant effects a Transfer requiring the Landlord’s consent without obtaining such consent or effects a Transfer without entering into the agreement contemplated by this section 13.3(e), then effective the date of such Transfer, the Tenant and the Transferee will be deemed to have entered into the agreement described above with the Landlord. - 53 - (f) If, as a result of any Transfer, the Tenant is entitled, directly or indirectly, to receive a rent, payment, fee or any other consideration, in the form of cash, negotiable instrument, goods, services or in other form whatsoever, which is greater than the Minimum Rent payable hereunder to the Landlord, then the Tenant shall pay any such excess to the Landlord within 10 days after receipt thereof by the Tenant from time to time. The Tenant shall immediately make available to the Landlord upon request all of the Tenant’s books, records and documentation so as to enable the Landlord to verify the receipt or the amount of any such excess. (g) All amounts payable by the Tenant pursuant to this Lease up to the effective date of the Transfer, including all amounts required to be paid by the Tenant pursuant to this section 13.3, shall be paid in full to the Landlord prior to the Landlord executing the document affecting the Transfer and evidencing its consent thereto, and until such time as the said amounts are paid in full, the Landlord shall be under no obligation to give its consent to the Transfer or execute the document effecting the Transfer and evidencing its consent thereto. Where any such amounts cannot be finally determined at that time, the Tenant shall deposit with the Landlord an amount reasonably estimated by the Landlord to cover such undetermined amounts, such amount to be held by the Landlord without any liability for interest thereon until the estimated amounts become finally determined by the Landlord, at which time the appropriate adjustments shall be made. (h) Regardless of the effective date of any permitted Transfer as between the Tenant and the Transferee, all Rent for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord shall not be required to accept partial payments of Rent for such month from either the Tenant or any Transferee. (i) If this Lease is disclaimed or terminated by any trustee in bankruptcy of any Transferee or by the Transferee in accordance with its rights under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada) , the Tenant shall not be released from its obligations under this Lease, as amended by the document affecting the Transfer, and the Tenant shall, from the date of such disclaimer or termination, continuously, actively and diligently carry on business in the Premises pursuant to the terms of this Lease for the balance of the Term. The Tenant’s obligations under this section shall survive any such disclaimer or termination. (j) The Landlord has no liability for any losses, damages (direct, indirect, consequential, economic or otherwise), costs or expenses incurred by the Tenant as a result of the Landlord unreasonably withholding its consent to any Transfer. The Tenant’s only remedy in connection with the Landlord unreasonably withholding its consent to a proposed Transfer is to bring an application to the courts (after giving the Landlord the prescribed notice under the Rules of Civil Procedure) for a declaration that such Transfer should be allowed. (k) Notwithstanding any Transfer permitted or consented to by the Landlord, the Tenant will not be released from its obligation to observe and perform the Tenant’s Covenants and the Tenant and the Transferee will be jointly and severally liable for the observance and performance of the Tenant’s Covenants for the duration of the Term and any renewals or extensions thereof. 13.4 Corporate Ownership (a) If the Tenant is a corporation or if the Landlord consented to a Transfer of this Lease to a corporation, any transfer or issue by sale, assignment, bequest, inheritance, operation of law or other disposition, or by subscription, from time to time of all or any part of the corporate shares of the Tenant or of any direct or indirect parent corporation of the Tenant which results in any change in the present effective voting control of the Tenant by the Person holding such voting control at the date of execution of this Lease (or at the date a Transfer of this Lease to a corporation is permitted) shall, for the purposes of this Article 13.00, be deemed a Transfer and the provisions of sections 13.1, 13.2 and 13.3 shall apply (with such changes in points of detail as are necessary), to the fullest extent possible even though there will not be a Transferee. - 54 - (b) If the Tenant does not acquire the prior written consent of the Landlord as required by section 13.1 to a Transfer of the type described in section 13.4(a), then without limiting any of the Landlord’s rights and remedies against the Tenant, the Landlord may, but is not obligated to, terminate this Lease upon 5 days’ written notice to the Tenant given up to 60 days after the date the Landlord becomes aware of such Transfer. The Tenant shall make available to the Landlord, or its lawful representatives, ail corporate books and records of the Tenant for inspection at all reasonable times, in order to ascertain whether there has been any change in control. (c) The preceding provisions of this section 13.4 do not apply to the Tenant if at the time of a Transfer contemplated by section 13.4(a): (i) the Tenant is a public corporation whose shares are traded and listed on any recognized stock exchange in Canada or in the United States; or (ii) the Tenant is a private corporation but is controlled by a public corporation defined as aforesaid, so long as in either case prior to or as soon as reasonably possible thereafter, the Landlord has received assurances satisfactory to the Landlord that there will be a continuity of the existing management of the Tenant, and of its business practices and policies notwithstanding any such sale, transfer or other disposition of controlling shares. 13.5 No Advertising of the Premises The Tenant shall not print, publish, post, display or broadcast any notice or advertisement to the effect that the Premises are for lease or for sale or otherwise advertise the proposed sale or lease of the whole or any part of the Premises and shall not permit any broker or other party to do any of the foregoing, unless the complete text and format of any such notice, advertisement or offer is first approved in writing by the Landlord. Without in any way restricting or limiting the Landlord’s right to refuse any text or format on other grounds, no text proposed by the Tenant shall contain any reference to the rental rate of the Premises. 13.6 Sale or Assignment by Landlord If the Landlord sells or leases the Development, or any part of it, or if the Landlord assigns this Lease, or any interest in it, then to the extent that such purchaser, tenant or assignee assumes the Landlord’s Covenants, the Landlord will, and without further agreement, be freed and relieved of all liability with respect to the Landlord’s Covenants. ARTICLE 14.00 - CONSTRUCTION AND OTHER LIENS 14.1 Discharge Of Liens The Tenant shall pay all of its contractors and suppliers and do all things necessary so as to minimize the possibility of a lien attaching to the Lands, but if any such lien is registered on title to the Lands, the Tenant shall discharge it within 10 days following the date that the Landlord gives written notice to the Tenant demanding it be discharged (the “Discharge Period”). The Tenant may, however, contest the validity of any such lien, but in doing so it must, prior to the expiry of the Discharge Period: (a) obtain an order of a court of competent jurisdiction discharging the lien from the title to the Lands by paying into Court such monies as may be required in order to obtain such an order; and (b) discharge such lien from title to the Lands. - 55 - If the Tenant fails to discharge any such lien prior to the expiry of the Discharge Period, then, in addition to any other right or remedy of the Landlord, the Landlord may discharge such lien by paying the amount claimed to be due into Court and the Tenant shall reimburse the Landlord for the amount paid by the Landlord into court and for all costs and expenses (including legal expenses) incurred by the Landlord in securing such discharge within 10 days following the Tenant’s receipt of an invoice from the Landlord. ARTICLE 15.00 - FIXTURES AND SIGNS 15.1 Removal and Restoration by Tenant (a) All Alterations made to the Premises by the Tenant, or made by the Landlord on the Tenant’s behalf, whether before or after the Commencement Date (including all electrical, computer and telephone cabling), shall become the property of the Landlord immediately upon their installation in the Premises and without compensation to the Tenant. The Tenant shall not remove from the Premises any plumbing, heating, ventilation, air-conditioning or lighting equipment, wiring (including computer and telecommunication wiring and cabling) or electric panels and services, other building services, Alterations or Leasehold Improvements, but the Tenant: (i) shall remove its trade fixtures at the end of the Term or the earlier termination thereof, but if the Tenant is in default of any of the Tenant’s Covenants, it may only remove its trade fixtures if the Landlord consents to the Tenant removing them; (ii) shall, at the end of the Term or the earlier termination thereof, remove such of the Leasehold Improvements (including computer and telephone cabling) and Alterations in the Premises as the Landlord advises the Tenant in writing (either before or after the expiration of the Term) that it requires to be removed; (iii) may remove its trade fixtures during the Term in the usual and normal course of its business, provided the Tenant is not in default hereunder; (iv) shall, at the end of the Term or the earlier termination thereof, remove from the Premises all of its (whether owned or leased) equipment, inventory, furniture and other personal property not affixed to the Premises; (v) shall, at the end of the Term or the earlier termination thereof, remove from the Development all exterior and interior signs (other than Building standard signage erected by the Landlord) which the Tenant caused to be erected; and (vi) shall, at the end of the Term or the earlier termination thereof, carry out the removals and work required by section 11.2(f), - 56 - all such items being removed being called a “Removable Item” or “Removable Items”. The Tenant shall, in the case of every removal of a Removable Item, either during or at the end of the Term, make good any damage caused to the Premises or the Development by the installation and removal of any Removable Item, all at the Tenant’s sole cost and expense. The Tenant shall also, if required by the Landlord (either before or after the expiration of the Term), restore the Premises to the condition in which they existed prior to the installation of the Removable Items, reasonable wear and tear of the type described in section 9.1(c) excepted, including the restoration of such standard fixtures as may have been installed by the Landlord and which were removed or altered by the Tenant in connection with the installation of the Removable Items. Notwithstanding the foregoing, the Tenant shall not be required to restore the office portion of the Premises to the condition in which it existed prior to the installation of the Removeable Items, but shall otherwise comply with all other provisions of this section 15.1 in respect of the office portion of the Premises. (b) If the Tenant does not remove the Removable Items which it is required to remove pursuant to section 15.1(a) at the expiration or earlier termination of the Term, the Removable Items remaining on the Premises beyond the end of the Term (or such part of them as the Landlord may designate) shall be deemed abandoned and, to the extent not otherwise the property of the Landlord, become the property of the Landlord and the Landlord may use them, retain them, destroy them, sell them (on such terms as the Landlord may determine, which need not be reasonable) or otherwise deal with them in such manner as the Landlord determines in its sole and absolute discretion, all without any obligation, compensation or duty to account to the Tenant. For greater clarity, if the Landlord sells any Removable Items in accordance with the foregoing, the Landlord shall be entitled to retain all proceeds received from such sale for its own account and without any duty to account to the Tenant. The Landlord may also remove such of the Removable Items as the Landlord may designate and store them at the Tenant’s risk and expense. The Tenant shall indemnify and save harmless the Landlord: (i) for the costs of removing the Removable Items from the Premises and for the repair and restoration of the Premises caused by the removal of the Removable Items; and (ii) from all Claims made by third parties against the Landlord in connection with the Landlord dealing with the Removable Items in accordance with the terms of this section. (c) At the end of the Term, the Tenant shall remove from the Premises, at its sole cost and expense, all Hazardous Substances and Permitted Substances which may have been placed on or brought onto or into the Premises during the Term. The Tenant shall make good any damage caused to the Premises or the Building by the removal of such Hazardous Substances and Permitted Substances at its sole cost and expense. Notwithstanding section 15.1(b), in no event will any Hazardous Substances and Permitted Substances left on the Premises by the Tenant be considered the Landlord’s property, except to the extent that the Landlord was responsible for any Hazardous Substances being located on the Premises. 15.2 Tenant’s Signs (a) The Tenant may not paint, affix or display any sign, fixture, advertisement, notice, lettering or decoration on any part of the Lands or the exterior part of the Development or in any part of the Premises which is visible from the exterior of the Premises without the prior written consent of the Landlord as regards the size, content, location and manner of affixation of such signs. All signs installed by the Tenant must comply with all applicable Laws. The Landlord may institute a sign policy for tenants of the Building from time to time and same are incorporated as an integral part of this Lease. The Landlord may erect all of the Tenant’s signs in or on the Building and the cost of the signs and their installation will be paid by the Tenant as Additional Rent on demand together with 15% of the cost of such installation representing the Landlord’s overhead. (b) Subject to the terms of section 15.2(a) and to space being available, the Tenant may install a sign in the sign band on the exterior wall of each of the south and east sides of the Building (or, if the Tenant so chooses, on only one of such sides). - 57 - 15.3 Landlord’s Signs The Landlord may at any time during the: (a) last 6 months of the Term, place upon the exterior of the Premises or the Building, or on the Lands, a sign stating that the Premises are “For Lease”; and (b) Term, place upon the exterior of the Building or on the Lands, a sign stating the Development is “For Sale”. Such signs shall be of reasonable dimensions and shall be reasonably placed so as not to interfere with the Tenant’s business, and the Tenant shall not remove such signs, or permit same to be removed. ARTICLE 16.00 - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION 16.1 Status Statement The Tenant shall, at the request of the Landlord, from time to time, execute and deliver to the Landlord a statement in writing, in the form supplied by the Landlord and addressed to the Person(s) required by the Landlord, certifying that the Lease is unmodified and in full force and effect (or if modified, stating the modification and that the Lease is in full force and effect as modified); the Commencement Date; the amount of Rent then being paid under this Lease; the dates to which Rent has been paid; whether or not there is any existing default on the part of the Landlord of which the Tenant is aware; and any other particulars regarding this Lease, the Premises, the Building, the Lands or the Indemnification Agreement (if any) as the Landlord may require. The Tenant shall execute and return such statement to the Landlord within 10 days following the date that the request for such statement was made, failing which the Landlord may sign such statement on behalf of the Tenant, in which case the Tenant may not dispute the validity or accuracy of the matters contained in such statement. 16.2 Attornment If proceedings are brought for the foreclosure of, or if there is exercise of the power of sale under any Mortgage of, the Development and/or the Lands, the Tenant shall attorn to the Mortgagee or the purchaser upon any such foreclosure or sale and recognize such Mortgagee or the purchaser as the landlord under this Lease. The Tenant shall execute, within 15 days following the Landlord’s written request, such instruments or certificates to carry out the intent of this section 16.2 as shall be requested by the Landlord, or such Mortgagee or purchaser. 16.3 Lease Subordination This Lease and all of the Tenant’s rights under this Lease are subject and subordinate to all Mortgages registered on title to the Lands on the date when the parties execute this Lease (and to all advances made or subsequently made upon the security thereof and all renewals, modifications and extensions thereof). If required by the Landlord or any future Mortgagee, this Lease will be deemed to be subject and subordinate to all future Mortgages registered on title to the Lands after the date the parties execute this Lease (and to all advances made or hereafter to be made upon the security thereof and all renewals, modifications and extensions thereof). The Tenant agrees to execute, within 15 days following the written request of the Landlord or a Mortgagee, an agreement or instrument confirming such subordination. - 58 - 16.4 Non-Disturbance Agreement If requested in writing by the Tenant, the Landlord will request from each of its Mortgagees a non-disturbance agreement in favour of the Tenant. Such non- disturbance agreement shall be on the Mortgagee’s standard form and will, among other things, provide that if the Mortgagee enforces its security, the Tenant will be entitled to remain in possession of the Premises in accordance with the terms of this Lease provided that no Event of Default occurs. If the Tenant wishes to make changes to a Mortgagee’s standard form of non-disturbance agreement, the Tenant shall negotiate such changes directly with the Mortgagee. All costs incurred by the Landlord in connection with attempting to obtain such non-disturbance agreements, including all legal costs and any amounts charged by the Mortgagee, shall be paid for by the Tenant on demand being made by the Landlord. For greater clarity, all such costs shall be paid by the Tenant regardless of whether or not the Landlord obtains the said non-disturbance agreements. The Tenant shall provide to the Landlord such deposit on account of such costs as the Landlord may reasonably require prior to the Landlord attempting to obtain such non-disturbance agreements. 16.5 Power of Attorney The Tenant hereby irrevocably constitutes the Landlord the agent or attorney of the Tenant for the purpose of executing the documents contemplated by sections 16.1, 16.2 and 16.3 and for making application at any time and from time to time to register postponements of this Lease in favour of Mortgages in order to give effect to the provisions of section 16.2 and section 16.3. The Landlord shall only exercise such power of attorney if the Tenant fails to execute and return to the Landlord the document requested within 15 days after the Landlord requests the Tenant in writing to sign same. The Tenant may not dispute the validity or effectiveness of any document signed by the Landlord in accordance with this section 16.5 and this section may be pleaded by the Landlord as a complete estoppel against any Claims brought by the Tenant seeking to dispute or challenge the validity or effective of any document signed by the Landlord in accordance with this section. 16.6 Financial Information and Other Information The Tenant shall, within 10 days following the Landlord’s written request, provide the Landlord with: (a) copies of such of the Tenant’s and the Indemnifier’s (if any) financial statements as the Landlord may require; and (b) a certificate (certified to be true and correct by a senior officer of the Tenant or by a knowledgeable partner where the Tenant is a partnership) which shall: (i) in the case where the Tenant is a corporation, name every direct and indirect shareholder of the Tenant; or (ii) in the case where the Tenant is a partnership, name every direct and indirect partner of the Tenant, but if the Tenant, or a direct or indirect shareholder of the Tenant, is a public corporation, such certificate does not have to disclose the names of the shareholders of such public corporation. - 59 - ARTICLE 17.00 - DAMAGE, DESTRUCTION AND EXPROPRIATION 17.1 Destruction If at any time during the Term the Building is damaged or destroyed by fire, lightning or tempest or by other casualty (the date of such damage or destruction being called the “Damage Date”), then the following provisions apply: (a) if: (i) the damage or destruction renders 3000 percent or more of the Rentable Area of the Building wholly unfit for occupancy or it is impossible or unsafe to use and occupy it; (ii) in the opinion of the Landlord the Building is damaged or destroyed to such a material extent or the damage or destruction is of such a nature that the Building must be or should be totally or partially demolished, whether or not the Premises are damaged or destroyed and whether the Premises are to be reconstructed in whole or in part or not; or (iii) the damage or destruction is caused by an uninsured peril (being a peril not covered under the insurance to be maintained by the Landlord pursuant to this Lease); or (iv) if any Mortgagee exercises its rights under its Mortgage to apply all or part of the insurance proceeds received, or receivable, by the Landlord on account of such damage or destruction so that there would not be sufficient, or if for any other reason there are insufficient, insurance proceeds to pay for the estimated cost (as estimated by the Landlord) of the Landlord’s Reconstruction (as defined below), then the Landlord may at its option terminate this Lease by giving to the Tenant notice in writing of such termination within 60 days following the Damage Date, in which event this Lease and the Term hereby demised will cease and be at an end as of the Damage Date and the Rent will be apportioned and paid in full to the Damage Date; (b) if the damage or destruction is such that the Premises, in the opinion of the Landlord, cannot be repaired with reasonable diligence within 240 days from the Damage Date (the “Repair Period”), then the Landlord or the Tenant may terminate this Lease by giving to the other notice in writing of such termination within 60 days following the Damage Date, in which event this Lease and the Term hereby demised will cease and be at an end as at the Damage Date and the Rent will be apportioned and paid in full to the Damage Date. If neither the Landlord nor the Tenant terminates this Lease, then the Landlord will do the Landlord’s Reconstruction and if the Premises has been rendered wholly unfit for occupancy or if it is impossible or unsafe to use and occupy it, the Minimum Rent (but not the Additional Rent) will abate (to the extent of insurance recoveries received by the Landlord) from the Damage Date until the earlier of: (i) the later of: (A) 60 days following the date that the Tenant is permitted to commence the Tenant’s Reconstruction (as defined in section 17.1(e)) in accordance with section 17.1(e); and - 60 - (B) the date on which the Landlord has completed the Landlord’s Reconstruction; and (ii) the date that the Tenant recommences its business operations in the Premises, the “Abatement Period”. The term “Landlord’s Reconstruction” in this Article 17.00 means the reconstruction or repair of those items (other than Leasehold Improvements) insured under the insurance carried by the Landlord pursuant to sections 12.3(a)(i), (ii) and (iv), but excluding any items to be covered under the insurance to be maintained by the Tenant pursuant to section 12.1; (c) if the damage or destruction is such that the Premises, in the opinion of the Landlord, can be repaired with reasonable diligence within the Repair Period, then the Landlord will do the Landlord’s Reconstruction and, if the Premises has been rendered wholly unfit for occupancy or if it is impossible or unsafe to use and occupy it, the Minimum Rent (but not the Additional Rent) will abate (to the extent of insurance recoveries received by the Landlord) throughout the Abatement Period; (d) if this Lease is not terminated in accordance with the preceding provisions of this section 17.1 and the damage or destruction is such that a portion of the Premises is capable of being partially used for the purposes for which it is hereby demised, then: (i) notwithstanding the preceding provisions of this section 17.1, the Minimum Rent (but not the Additional Rent) will only abate proportionately (to the extent of insurance recoveries received by the Landlord) to the part of the Premises rendered untenantable throughout the Abatement Period, but only if the length of time to complete the necessary repairs will take more than 30 days; and (ii) the Landlord shall do the Landlord’s Reconstruction; (e) if this Lease is not terminated in accordance with the preceding provisions of this section 17.1, then the Tenant may not commence carrying out the repairs and replacements which are the Tenant’s obligations in this Lease (the “Tenant’s Reconstruction”) until such time as the Landlord advises the Tenant in writing that the Landlord’s Reconstruction, if any, has progressed to the point that the Tenant may commence the Tenant’s Reconstruction without interfering with the completion of the Landlord’s Reconstruction. Upon being so advised by the Landlord, or if there is no Landlord’s Reconstruction to be performed, the Tenant shall thereafter proceed to carry out and complete the Tenant’s Reconstruction as soon as reasonably possible; (f) if the Landlord elects to repair, reconstruct or rebuild the Building in accordance with the provisions of this Article 17.00, the Landlord may use plans and specifications and working drawings in connection therewith which are different from those used in the original construction of the Building; and - 61 - (g) the decision of the Landlord’s Expert as to the time in which the Building and/or the Premises can or cannot be repaired, the state of tenantability of the Premises and/or the Building and as to the date on which the Landlord’s Reconstruction is completed, shall be final and binding on the parties. The Landlord shall use reasonable efforts to cause its Expert to advise the Landlord and the Tenant of the length of time it will take to repair the damage to the Building and/or the Premises as soon as possible following the Damage Date. 17.2 Expropriation (a) If during the Term all or any part of the Premises are expropriated by any lawful expropriating Authority, or purchased under threat of such taking, this Lease shall automatically terminate on the date on which the expropriating Authority takes possession of the Premises. (b) If during the Term: (i) all or any part of the Building is expropriated by any lawful expropriating Authority or purchased under the threat of such taking; and (ii) the Landlord determines that substantial alteration or reconstruction of the Building is necessary or desirable as a result of such expropriation or purchase, then, whether or not the Premises are or may be affected, the Landlord may terminate this Lease by giving the Tenant at least 60 days’ written notice of such termination within 60 days of such taking or purchase. If the Landlord exercises its right of termination hereunder, this Lease shall terminate on the date stated in the notice. (c) On the date that the Lease terminates in accordance with section 17.2(a) or (b): (i) the Tenant shall surrender to Landlord the Premises and this Lease; and (ii) the Landlord may re-enter and take possession of the Premises and the provisions of section 15.1 shall apply. (d) Each party shall have the right to recover from the expropriating Authority, but not from the other, such compensation as may be separately available to each party from the expropriating Authority by reason of such expropriation or taking. The Tenant shall take no steps or actions which would compromise the Landlord’s claim against the expropriating Authority. No party shall assert any Claims against the other arising out of such expropriation or taking. ARTICLE 18.00 - LANDLORD’S COVENANTS 18.1 Quiet Enjoyment If the Tenant observes and performs the Tenant’s Covenants, then the Tenant may peaceably possess and enjoy the Premises for the Term without any hindrance, interruption or disturbance from the Landlord or any other Person lawfully claiming by, from or under the Landlord. - 62 - ARTICLE 19.00 - DEFAULT 19.1 Default (a) On the occurrence of an Event of Default: (i) the Landlord may re-enter the Premises and expel all Persons and remove all property from the Premises. Such property may be removed and sold or disposed of by the Landlord in such manner as the Landlord in its sole and absolute discretion deems advisable or it may be stored in a public warehouse or elsewhere at the cost and for the account of the Tenant, all without service of notice or resort to legal process and without the Landlord being considered guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby including any such loss or damage caused by the gross negligence of the Landlord or its servants and agents. If the Landlord sells such property, the Landlord may retain all proceeds received from such sale for its own account, but the Landlord will apply such proceeds against the damages suffered by the Landlord as a result of such re-entry; and (ii) the full amount of the current month’s Rent together with the next 3 months’ Rent becomes immediately due and payable as accelerated Rent and the Landlord may immediately distrain for such Rent. (b) If the Landlord elects to re-enter the Premises or if it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, the Landlord may either: (i) terminate this Lease. The Landlord may effect such termination by written notice to Tenant (a “Termination Notice”), it being understood and agreed to by the Tenant that actual possession of the Premises shall not be required to effect a termination of this Lease and that the delivery of a Termination Notice to the Tenant alone shall be sufficient. Such Termination Notice may, in the Landlord’s sole discretion, permit the Tenant to remain on the Premises as a tenant at will, which tenancy at will may be terminated at any time by either party without any prior notice. The Tenant agrees that, if Landlord serves a Termination Notice which, among other things, permits Tenant to remain in possession of the Premises as a tenant at will, this Lease will thereupon be terminated and the Tenant shall be a tenant at will and that the Landlord may reenter the Premises at any time thereafter without further notice; or (ii) as agent for the Tenant and without terminating this Lease, make any alterations and repairs which the Landlord, in its sole and absolute discretion, deems necessary in order to re-let the Premises, or any part thereof, as agent for the Tenant for such term or terms (which may be for a term extending beyond the Term) and at such rent and upon such other terms, covenants and conditions as the Landlord in its sole and absolute discretion considers advisable. Upon each such re-letting all rent received by the Landlord will be applied as follows: (A) first to the payment of any indebtedness other than Rent due hereunder; (B) second, to the payment of any costs and expenses of re-letting, including brokerage fees and solicitors’ fees and the costs of all alterations and repairs to the Premises which the Landlord, in its sole and absolute discretion, deems necessary in order to re-let the Premises; - 63 - (C) third, to the payment of Rent due and unpaid hereunder; and (D) the residue, if any, will be held by the Landlord and applied in payment of future Rent as same becomes due and payable hereunder. If the rent received from such re-letting during any month is less than that payable by the Tenant under the terms of this Lease, the Tenant will pay any such deficiency in advance on the first day of each month. If the Landlord has other premises available in the Development for lease, the Landlord is under no obligation whatsoever to first re-let, or attempt to re-let, the Premises ahead of such other available premises and the Landlord is entitled to lease all such other available premises prior to re-letting the Premises, and in so leasing such other available premises, the Landlord will not be in breach of any obligation on its part, if any, to mitigate its losses upon re-entering or taking possession of the Premises. The Landlord is in no way responsible or liable for any failure to re-let the Premises or any part thereof, or for any failure to collect any Rent due upon any such re-letting. Notwithstanding any re-entry or re-letting without termination of this Lease, the Landlord may at any time thereafter elect to terminate this Lease for the previous breach. No re-entry or taking possession of the Premises by the Landlord will be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant. (c) If the Landlord terminates this Lease, in addition to any other remedies it may have, the Landlord may recover from the Tenant all damages it incurs by reason of the Tenant’s breach including the cost of recovering the Premises, brokerage fees and solicitors’ fees, the cost of all tenant inducements, alterations and repairs to the Premises which the Landlord, in its sole and absolute discretion, deems necessary in order to re-let the Premises and the worth at the time of such termination of the excess, if any, of the amount of Rent required to be paid pursuant to this Lease for the remainder of the Term (had this Lease not been terminated) over the then rental value of the Premises, as determined by the Landlord, for the remainder of the Term (had this Lease not been terminated), all of which amounts shall be immediately due and payable by the Tenant to the Landlord. Upon any termination of this Lease, the Landlord shall be entitled to retain all of the monetary deposits provided by the Tenant as liquidated damages on account of the minimum amount of damages which the parties agree the Landlord will suffer as a result of such termination, all without the necessity for any legal proceedings and without prejudice to the Landlord’s right to claim and recover such additional damages as the Landlord may suffer or incur. In no circumstances whatsoever shall the Landlord be required to return the said deposits or any part thereof to the Tenant. 19.2 Legal Expenses If the Landlord seeks the assistance of legal counsel to recover possession of the Premises, re-let the Premises, recover Rent, or because of the breach of any of the other Tenant’s Covenants, or to advise the Landlord on any of the foregoing matters, the Tenant shall pay to the Landlord all legal expenses incurred by the Landlord on demand. 19.3 Rights Cumulative The rights and remedies given to the Landlord in this Lease are distinct, separate and cumulative, and no one of them, whether or not exercised by the Landlord will be deemed to be in exclusion of any other rights or remedies provided in this Lease or by law or in equity. - 64 - 19.4 Acceptance of Rent - Non-Waiver No receipt of monies by the Landlord from the Tenant after the cancellation or termination of this Lease in any lawful manner will reinstate, continue or extend the Term, or affect any notice previously given to the Tenant or operate as a waiver of the right of the Landlord to enforce the payment of Rent then due or thereafter falling due, or operate as a waiver of the right of the Landlord to recover possession of the Premises by proper suit, action, proceedings or other remedy. After the service of any notice to terminate or cancel this Lease and the expiration of any time therein specified or after the commencement of any suit, action, proceeding or other remedy, or after a final order or judgment for possession of the Premises, the Landlord may demand, receive and collect any monies due, or thereafter falling due without in any manner affecting such notice, suit, action, proceeding, order or judgment. Any and all such monies so collected will be deemed payments on account of the use and occupation of the Premises or at the election of the Landlord on account of the Tenant’s liability hereunder. 19.5 No Waiver No condoning or waiver by either the Landlord or Tenant of any default or breach by the other at any time or times in respect of any of the Landlord’s Covenants or the Tenant’s Covenants, respectively, to be performed or observed by the other will be deemed or construed to operate as a waiver of the Landlord’s or Tenant’s rights or remedies under this Lease or at law, as the case may be, in respect of any continuing or subsequent default or breach nor so as to defeat or affect in any way the rights or remedies of the Landlord or Tenant under this Lease or at law, as the case may be, in respect of any such continuing or subsequent default or breach. In particular, no act by the Landlord (including the subsequent acceptance of Rent by the Landlord) will be deemed to be a waiver of any preceding breach by the Tenant of any of the Tenant’s Covenants or constitute a waiver of any of the Landlord’s rights or remedies (including its right to terminate this Lease) in respect of such preceding breach by the Tenant regardless of the Landlord’s knowledge of such preceding breach at the time of such act by the Landlord. Unless expressly waived in writing, the failure of the Landlord or the Tenant to insist in any one or more cases upon the strict performance of any of the Landlord’s Covenants or the Tenant’s Covenants, respectively, to be performed or observed by the other will not be deemed or construed to operate as a waiver for the future strict performance or observance of such Landlord’s Covenants or Tenant’s Covenants, as the case may be. 19.6 Accord and Satisfaction No payment by the Tenant or receipt by the Landlord of a lesser amount than any instalment or payment of Rent due under this Lease will be deemed to be other than on account of the amount due. No endorsement or statement on any cheque or any letter accompanying any cheque or payment of Rent will be deemed an acknowledgement of full payment or an accord and satisfaction, and the Landlord may accept and cash such cheque or payment without prejudice to the Landlord’s rights to recover the balance of such instalment or payment or pursue any other remedy provided in this Lease or at law (including its right to terminate this Lease). The Landlord may, at its option, apply or allocate any sums received from or due to the Tenant against any amounts, monies or charges due and payable under this Lease in such manner as the Landlord sees fit. 19.7 Distress (a) The Tenant hereby waives and renounces the benefit of any present or future Laws, statutory or otherwise, taking away or limiting or purporting to take away or limit the Landlord’s right of distress (including the Tenancies and Distress for Rent Act (Nova Scotia)) and the Tenant hereby agrees with the Landlord that, notwithstanding any such laws, all goods, chattels and inventory (collectively, the “Goods”) from time to time on the Premises shall be subject to distress for Rent and the fulfilment of all of the Tenant’s obligations under this Lease in the same manner as if such laws had not been made. Upon the Landlord effecting a distress, this provision may be pleaded as an estoppel against any Claims which the Tenant, or any Person claiming through the Tenant, may bring against the Landlord in respect of any distress levied by the Landlord. - 65 - (b) In addition to any other rights of the Landlord to distrain, the Landlord may distrain on all of the Goods in the Premises, including all heavy or connected machinery and equipment. The Landlord may, without notice to the Tenant, exercise any right of distress on the Goods and in order to do so, the Landlord may enter the Premises by any means which the Landlord in its sole and absolute discretion deems necessary, including using any keys in the Landlord’s possession to unlock any locks preventing access to the Premises or by the use of such force as the Landlord in its sole and absolute discretion deems necessary, including breaking any lock, door or window or other point of entry into the Premises. The Landlord has the right to lock the Premises, change any locks on the Premises and by any means exclude the Tenant from all or any part(s) of the Premises and by doing so, the Landlord will not thereby be terminating this Lease in the absence of an express written notice terminating this Lease. The Tenant hereby consents to being excluded by the Landlord from all or any parts of the Premises for the purpose of the Landlord exercising its right of distress and acknowledges and agrees that such exclusion will not constitute a termination of this Lease in the absence of an express written notice from the Landlord terminating this Lease. The Landlord may exercise any right of distress at any time during the day or night and on any day of the week whether or not the Premises are occupied by any Person at the time. (c) A distress of the Goods may be done by way of a written notice posted in or on the Premises, whether or not the Landlord locks or otherwise secures such Goods from the Tenant on the Premises or elsewhere. If the Landlord effects a distress by written notice or by any other means, the Tenant shall not use, remove or permit to be used or removed any distrained Goods and shall not interfere with the Landlord’s exercise of its right of distress. (d) The exercise by the Landlord of its right of distress pursuant to this section or at law will not: (i) constitute a trespass or breach of any express or implied term of this Lease or render the Landlord subject to any legal proceeding; or (ii) render the Landlord liable or responsible in any way to the Tenant or any other Person for any act, fault, default, gross negligence, breach or omission of the Landlord or its bailiffs, agents, servants, employees or any other Persons, or for any occurrence or for any cause whatsoever, including any Injury to the Tenant or others or for any loss or damage to any property of the Tenant or others. (e) In exercising any right of distress, the Landlord may distrain against all or any Goods, irrespective of whether, or of the degree to which, the distress may be excessive and the Tenant waives any and all rights and remedies in respect thereof. In exercising any right of distress, the Landlord may hold all distrained Goods without limit in time and the Tenant waives any and all rights and remedies in respect thereof. (f) In addition to others entitled to do so, the Landlord and its agents and employees may, without notice to the Tenant, purchase any Goods on the Premises distrained by the Landlord. - 66 - (g) The Tenant may not, except in favour of the Landlord, encumber or grant any security interests in any of the Goods, which must at all times throughout the Term remain unencumbered property of the Tenant, save and except for any encumbrances or security interests in favour of the Landlord. The Landlord acknowledges that the Tenant has obtained a loan from the Province of Nova Scotia and granted a security interest in its Goods in favour of the Province of Nova Scotia (the “Security Interest”). The Security Interest shall not be deemed to be a breach of this Section 19.7(g), provided that the Tenant shall not amend its loan with the Province of Nova Scotia to incur greater obligations thereunder or further encumber its assets without the Landlord’s prior written consent. (h) if there remain arrears of Rent following the completion of a distress, the Landlord may levy a further distress on the remaining Goods on the Premises. (i) The Tenant shall indemnify and hold harmless the Landlord from and against any and all Claims arising out of the exercise by the Landlord of any of its rights under this section. (j) Removal by the Tenant of its goods outside of the ordinary course of the Tenant’s business, or without the Tenant having given the Landlord at least 10 days written notice of the intended removal, will be deemed to be a fraudulent or clandestine act. (k) The Tenant shall sign and deliver to the Landlord an undated Authorization in the form attached as Schedule “1” contemporaneously with its execution of this Lease, and at such other times as the Landlord may require in writing, in which case the Tenant will sign and return such undated Authorization within 10 days following the Landlord’s written request. The Tenant hereby (i) authorizes the Landlord to insert such date in the Authorization as the Landlord determines from time to time; and (ii) acknowledges and agrees that the Landlord may provide such Authorization to the relevant taxing Authorities in order to obtain information from such taxing Authorities as to the amount of taxes (including penalties and interest) owing by the Tenant to such taxing Authority. The Landlord is, however, only entitled to use such Authorization if there are outstanding arrears of Rent and then only to obtain information on such taxes (including penalties and interest) owing by the Tenant and for which the Landlord may become liable for paying (in whole or in part) in connection with the process of distraining upon any of the Goods. (l) The rights given to the Landlord pursuant to this section are in addition to, and not in replacement of, its common law right to distrain upon the Goods and this section in no way derogates from or in any way impairs the Landlord’s common law right to distrain upon the Goods. 19.8 Security Interest Intentionally Deleted. 19.9 Restriction on Right The Tenant hereby waives any right it, or any person on its behalf, may have to disclaim, repudiate, terminate or compromise this Lease pursuant to any bankruptcy, insolvency, winding-up or other creditors proceeding, including the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada) (“Insolvency Proceedings”) and agrees that in the event of any Insolvency Proceedings, the Landlord will comprise a separate class for voting purposes. 19.10 Right to Perform If the Tenant fails to comply with any of the Tenant’s Covenants (the “Unperformed Covenants”) and such failure continues after the Landlord has given the Tenant prior written notice of such failure and the cure period set out in such notice has expired, then the Landlord may, at its option, and without waiving or releasing the Tenant from the strict performance of the Tenant’s Covenants, perform such of the Unperformed Covenants as the Landlord considers desirable in such manner and to such extent as the Landlord considers desirable and in doing so may pay any necessary and incidental costs and expenses. All amounts paid by the Landlord in exercising its rights in this section, plus an administrative fee equal to 15% of the amounts so paid by the Landlord, together with interest thereon at the rate provided for in section 4.5 calculated from the date of the making of the payment by the Landlord, shall be deemed Additional Rent and shall be paid by the Tenant within 5 days of demand being made on the Tenant for the payment of same. - 67 - 19.11 Repayment by the Tenant If during the original Term: (a) the Tenant becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or arrangement with its creditors (including electing to terminate or disclaim this Lease in connection with a proposal made by the Tenant under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada) or any other statute allowing the Tenant to terminate or disclaim this Lease); or (b) this Lease is terminated for any reason, then the Tenant shall pay to the Landlord: (c) the Rent which the Tenant was not required to pay during the Minimum Rent free period described in the Basic Provisions; and (d) the unearned portion of: (i) the Allowance; (ii) the Loan; and (iii) all real estate commissions and legal fees paid by the Landlord in connection with the negotiation of and entering into of this Lease, (collectively, the “Costs”). Such unearned portion shall be determined in accordance with the following formula: Costs x R T, where: (iv) “R” means the number of days remaining in the original Term as of the date of the termination or disclaimer; and (v) “T” means the total number of days in the Term, within 10 days following the date of such termination or disclaimer, the amount payable being deemed to be Rent in arrears immediately prior to the date of such termination or disclaimer. ARTICLE 20.00 - GENERAL 20.1 Entire Agreement This Lease constitutes the entire agreement between the parties pertaining to the subject matter of this Lease and supersedes all prior agreements, offers to lease, understandings, negotiations and discussions, whether oral or written, of the parties. This Lease may not be modified or amended except pursuant to an agreement in writing executed by the Landlord and the Tenant. There are no representations, warranties, covenants, inducements, conditions or other agreements, whether oral or written, express or implied, forming part of or in any way affecting or relating to this Lease, the Development, the Premises, the business which may be carried on in the Premises or the sales which may be expected from such business, except as expressly set out in this Lease. Without limiting the generality of the foregoing, the Tenant specifically acknowledges and agrees that the Landlord has not made any representations or warranties to the Tenant regarding whether the Tenant’s intended use of the Premises is permitted by the applicable zoning, the Tenant having independently satisfied itself with respect to this matter prior to signing this Lease. All representations, warranties, covenants, inducements, conditions and other agreements made by either party or their representatives which are relied upon by the other party are contained in this Lease and each party disclaims reliance on any other representations, warranties, covenants, inducements, conditions or agreements. - 68 - 20.2 Impossibility of Performance (a) In this Lease, “Force Majeure” means, with respect to a party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that party and that prevents a party from complying with any of its obligations under this Lease (other than an obligation to pay money) and includes: (i) being unable to obtain the material, goods, equipment, service, utility or labour required to enable it to perform such obligation; (ii) not being able to obtain any required permission or authority; (iii) strikes, walkouts, labour troubles, blockades or industrial disturbances; (iv) power failures, fluctuations or non-availability; (v) restrictive Laws or the orders or directions of any Authority (unless given as a result of a party’s failure to comply with any Laws); (vi) riots, insurrections, war, warlike operations, sabotage, terrorism, invasion or rebellion; (vii) abnormal weather conditions or abnormal subsurface conditions; and (viii) acts of God, but excludes changes in Laws and events or circumstances that results in a party not having sufficient funds to comply with an obligation to pay money. (b) If a party (the “Non-performing Party”) is prevented by an act of Force Majeure from performing any one or more of its obligations under this Lease (the “Affected Obligations”), the Non-performing Party will be excused from performing the Affected Obligations for the period during which the event of Force Majeure is ongoing (the “Force Majeure Period”), provided that the Non-performing Party’s inability to perform those obligations is not due to its failure to take reasonable measures to protect itself against the event or circumstance giving rise to the event of Force Majeure. The Non-performing Party must perform the Affected Obligations within a reasonable period of time following the end of the relevant Force Majeure Period. - 69 - (c) Upon the occurrence of an event of Force Majeure, the Non-performing Party shall: (i) promptly notify the other party of the occurrence of such event of Force Majeure, its effect on the performance of the Affected Obligations and how long it expects such event to last (but its failure to do so will not deprive the Non-performing Party of the benefit of this section); (ii) update such information upon there occurring a change in such information; (iii) promptly advise the other party of the expiry of the Force Majeure Period; and (iv) use reasonable efforts to limit damages to the other party as a result of the delay in the performance of the Affected Obligations. (d) For clarity, the financial impecuniosity of a party does not entitle such party to the benefit of this section and the provisions of this section do not operate to excuse the Tenant from its obligation to pay Rent when due. 20.3 Notice Any notice or other communication required or permitted to be given by this Lease shall be in writing and shall be effectively given if: (a) delivered personally; (b) sent by prepaid courier service; (c) sent by registered mail; or (d) sent by fax or email, in the case of notice to: (e) the Landlord at: c/o East Port Properties Limited, Suite 25, 130 Eileen Stubbs Avenue, Dartmouth, Nova Scotia B3B 2C4 Attention: Property Manager Fax No. 902-468-8930 (f) the Tenant at: The Premises or at such other address as the party to whom such notice or other communication is to be given advises the party giving same in the manner provided in this section, but notice by the Landlord to the Tenant will be sufficiently given if sent to the Premises notwithstanding any other address which the Tenant may give to the Landlord. Any notice or other communication delivered personally or by prepaid courier service will be deemed to have been given and received on the day it is so delivered at such address, unless such day is not a Business Day in which case it will be deemed to have been given and received on the next following Business Day. Any notice or other communication sent by registered mail will be deemed to have been given and received on the third Business Day following the date of its mailing. Any notice or other communication sent by fax or email will be deemed to have been given and received on the day it is sent provided that such day is a Business Day and it is sent before 5:00 p.m. on such day, failing which it will be deemed to have been given and received on the first Business Day after it is sent. Regardless of the foregoing, if there is a mail stoppage or labour dispute or threatened labour dispute which has affected or could affect normal mail delivery by Canada Post, then no notice or other communication may be delivered by registered mail. If two or more Persons are named as Tenant, any notice or other communication given to any one of them in accordance with this section will be deemed to have been given to all of them. - 70 - 20.4 Registration The Tenant shall not register this Lease or permit anyone acting on the Tenant’s behalf to register it. The Tenant may, however, register any registrable document which shall only disclose the Premises, the Term, the Commencement Date, the renewal rights or extension rights, if any, and the parties to this Lease (such document being called a “Notice”), but no Notice shall exhibit the Lease or any part of it and the Notice shall be subject to the approval of the Landlord’s solicitors, at the Tenant’s expense. Such approval shall be obtained prior to the Notice document being registered, and shall be prepared by the Tenant and registered at the sole cost and expense of the Tenant. The Tenant shall discharge any Notice which it registers on title to the Lands within 30 days following the expiration or earlier termination of this Lease. Prior to registering any Notice, the Tenant shall provide the Landlord with a fully signed copy of such documentation as the Landlord may require in order to discharge the document which the Tenant is proposing to register on title (the “Discharge Document”). The Landlord shall hold the Discharge Document and not register it on title unless the Tenant fails to discharge the Notice within the 30 day period described above. The Landlord may insert any required information in the Discharge Document in order to register same on title. The Tenant shall reimburse the Landlord of the costs incurred by the Landlord in registering the Discharge Document, same to be paid by the Tenant to the Landlord within 30 days following receipt of an invoice from the Landlord. 20.5 Interest in Lands The Tenant will look solely to the interest of the Landlord in the Development for the collection or satisfaction of any money or judgement which the Tenant may recover against the Landlord and the Tenant will not look for the collection or satisfaction of any such money or judgement from any of the other assets of the Landlord or of any person who is at any time a partner, joint venturer or co-tenant with the Landlord in the Development. 20.6 Applicable Law This Lease is to be construed in accordance with the laws of the Province of Nova Scotia and the laws of Canada applicable in the Province of Nova Scotia and is to be treated in all respects as a Nova Scotia contract. Each of the parties irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Nova Scotia. 20.7 Tenant If the Tenant consists of more than one Person, they are jointly and severally liable for the observance and performance of the Tenant’s Covenants. If the Tenant is a partnership (the “Tenant Partnership”) each Person who is, on the date this Lease is signed, a member of the Tenant Partnership and each Person who subsequently becomes a member of the Tenant Partnership (or any successor of it), are and will be jointly and severally liable for the observance and performance of the Tenant’s Covenants and such liability will continue after such Person ceases to be a member of the Tenant Partnership (or any successor of it). 20.8 Partial Invalidity If for any reason whatsoever any term, covenant or condition of this Lease, or the application thereof to any Person, firm or corporation or circumstance, is to any extent held or rendered invalid, unenforceable or illegal, then such term, covenant or condition: (a) is deemed to be independent of the remainder of the Lease and to be severable and divisible therefrom, and its validity, unenforceability or illegality does not affect, impair or invalidate the remainder of the Lease or any part thereof; and (b) continues to be applicable to and enforceable to the fullest extent permitted by law against any Person and circumstance other than those as to which it has been held or rendered invalid, unenforceable or illegal. - 71 - 20.9 Compliance with the Municipal Government Act It is an express condition of this Lease that the subdivision requirements of the Municipal Government Act (Nova Scotia) be complied with if applicable in law. Until any necessary consent to this Lease is obtained, the Term (including any extensions or renewals thereof) and the Tenant’s rights and entitlement granted by this Lease shall be deemed not to exceed a period of 20 years less a day from the Commencement Date. The Tenant shall apply diligently to prosecute such application for such consent forthwith upon the execution of this Lease by both the Landlord and the Tenant, and the Tenant shall be responsible for all costs, expenses, taxes and levies imposed, charged or levied as a result of such application and in order to obtain such consent. The Tenant shall at all times keep the Landlord informed of its progress in obtaining such consent and the Landlord shall cooperate with the Tenant in regard to such application, but at the sole expense of the Tenant. Notwithstanding the foregoing, the Landlord reserves the right at any time, at the Tenant’s expense, to apply for such consent in lieu of the Tenant and the Tenant’s application is hereby expressly made subject to any application which the Landlord intends to make. 20.10 Indemnification Agreement Intentionally Deleted. 20.11 Survival of Obligations (a) If the Tenant is in default of any of the Tenant’s Covenants at the time this Lease expires or is terminated: (i) the Tenant shall remain fully liable for the performance of such Tenant’s Covenants; and (ii) all of the Landlord’s rights and remedies in respect of such failure shall remain in full force and effect, all of which will be deemed to have survived such expiration or termination of this Lease. (b) The Landlord will not be released from its obligations under section 5.2 following the expiration or earlier termination of this Lease. (c) Regardless of the expiry or earlier termination of this Lease: (i) every indemnity, exclusion or release of liability and waiver of subrogation contained in this Lease or in any of the Tenant’s insurance policies; and (ii) those provisions of this Lease which are intended to have effect beyond the end of the Term, will survive the expiration or termination of this Lease and continue in full force and effect. - 72 - 20.12 No Option The Tenant acknowledges and agrees that: (a) the provision of this Lease (whether in blank form, with the particulars inserted or with negotiated amendments included) by the Landlord to the Tenant for examination by the Tenant; (b) any negotiations between the Landlord and the Tenant regarding this Lease; or (c) the submission of this Lease duly signed by the Tenant (whether or not accompanied by any deposits or rent payments) to the Landlord, shall not give the Tenant any right, interest or option in or to the Premises. The Tenant will only acquire a right and interest in the Premises, and this Lease will only become effective as a lease, upon (i) the execution of this Lease by both the Landlord and the Tenant and the delivery of a fully executed copy of this Lease; and (ii) if an Indemnification Agreement is attached to this Lease, upon the execution of such Indemnification Agreement by both the Landlord and the Indemnifier. Upon the Tenant signing and providing the Lease to the Landlord, the Tenant will be deemed to have made an offer to lease the Premises on the terms contained in such Lease which offer will be irrevocable for a period of 30 days following the date that the Landlord receives such signed copy of the Lease. 20.13 Time Time is of the essence of this Lease and every part of it, except as may be expressly provided to the contrary in this Lease, and no extension or variation of this Lease will operate as a waiver of this provision. When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Lease, unless this Lease provides to the contrary, the date which is the reference date in calculating such period will be excluded. 20.14 Counterparts and Execution This Lease may be executed by the parties in separate counterparts all of which, when taken together, will constitute a single agreement among the parties. Execution of this Lease by a party may be evidenced by way of a faxed or emailed (by way of an Adobe Acrobat PDF file) transmission of such party’s signature, or by a photocopy of a party’s signature, each of which will constitute the original signature of such party to this Lease. Any party who evidences its signature of this Lease by fax or emailed PDF file shall, promptly following a request by any other party, provide an originally executed counterpart of this Lease, but its failure to do so will not invalidate this Lease. 20.15 No Adverse Presumption This Lease has been negotiated and approved by the parties and, notwithstanding any rule or maxim of law or construction to the contrary, any ambiguity or uncertainty will not be construed against either of the parties by reason of the authorship of any of the provisions of this Lease. 20.16 Binding Effect This Lease enures to the benefit of and is binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns. For clarity, no rights will enure to the benefit of any Transferee unless the Transfer to such Transferee has been done in accordance with the terms of Article 13.00. - 73 - IN WITNESS WHEREOF the parties have executed this Lease. TNC 120-140 EILEEN STUBBS LTD. IMMUNOVACCINE TECHNOLOGIES INC. Per: /s/ Tracy Sherren Per: /s/ Frederic Ors Name: Tracy Sherren Name: Frederic Ors Title: Secretary Title: CEO I have authority to bind the Corporation. Per: Pierre Labbé Name: Pierre Labbé Title: CFO I/We have authority to bind the Corporation. - 74 - Exhibit 4.7 CERTAIN INFORMATION (INDICATED BY [***]) HAS BEEN EXCLUDED FROM THE VERSION OF THIS DOCUMENT FILED AS AN EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THIS EMPLOYMENT CONTRACT is entered into effective as of January 1st, 2022 (the “Effective Date”) BETWEEN: IMV USA INC., a corporation incorporated pursuant to the laws of the State of Delaware and having its registered office at 10 Rogers Street, Suite 120 and 121, Cambridge, Massachusetts, 02142-1288; (the “Corporation”) AND: ANDREW HALL , domiciled and residing at [***]. (the “Executive”) WHEREAS IMV Inc. (“IMV”) and its affiliates, IMV Technologies Inc. and IMV USA Inc., carry on the business of developing T cell-activating cancer immunotherapies based on its proprietary drug delivery platform (the “Business”); AND WHEREAS the Corporation and the Executive wish to enter into this employment agreement setting forth the terms and conditions upon which the Executive, currently employed as Chief Business Officer and interim Chief Executive Officer will be employed by the Corporation as its Chief Executive Officer and will hold the same position in IMV and IMV USA Inc. (this “Agreement”); NOW THEREFORE IN CONSIDERATION of the Executive’s employment by the Corporation and of the compensation and other benefits to be received by the Executive in connection with such employment, and in consideration of the mutual covenants and agreements hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 1. APPOINTMENT AND POSITION The Corporation will employ the Executive as Chief Executive Officer on the terms and conditions set out in this Agreement effective January 1st, 2022 (“Effective Date”). 2. DUTIES & RESPONSIBILITIES The Executive: (a) will be entitled to exercise the powers and authority associated with the position of the Chief Executive Officer subject to the provisions of the articles of incorporation and by-laws of the Corporation and the overall direction and supervision of the Board of Directors of IMV (the “Board”); (b) will report on a continuing basis to the Board and observe all reasonable instructions given by the Board to the Executive to the best of his ability; (c) during his employment with the Corporation, shall devote all of time attention and effort to the position of Chief Executive Officer and shall not accept any other employment, or remunerated appointment, to an agency, board of directors or to any other organization external to the Corporation, without the prior written approval of the Board; (d) the Executive will be appointed to the Board of directors of IMV until the next annual general meeting of shareholders and will be proposed for election as a director of IMV at each annual meeting of shareholders as long as he remains employed by the Corporation as Chief Executive Officer. The Executive undertakes to resign as a director of IMV concurrently with the termination of its employment by the Corporation. 3. TERM (a) The appointment as Chief Executive Officer of the Corporation shall commence on the Effective Date for an indefinite term until terminated in accordance with this Agreement; (b) The Executive represents and warrants that he has the skill, ability, and qualifications to perform the duties as Chief Executive Officer of the Corporation. 4. REMUNERATION (a) Base Salary. The Corporation shall pay the Executive an annual base salary of four hundred and eighty thousand US dollars (US$480,000), to be paid in equal bi-weekly installments, less all deductions required by law (the “Base Salary”) effective from the Effective Date. The Base Salary will be subject to an annual review, starting January 1, 2023, by the Compensation Committee of the Corporation as per the policies of the Corporation. Any increase in the Base Salary will be subject to approval by the Board and will be based on the Executive’s performance and IMV’s achievement of annual corporate objectives. (b) Vacation; Paid Time Off. From January 1, 2022, the Executive shall be entitled to 5 weeks paid vacation per calendar year, accrued as of January 1 of each year. Such vacation must be taken at a time or times mutually convenient to both the Executive and the Corporation. The Executive shall be entitled to carry over to the next calendar year a maximum of five (5) days accrued vacation annually; unused carried-over days in any year will not be subject to additional carry-over. The Executive shall receive other paid time off, including sick pay, in accordance with the Corporation’s policies applicable to executive officers as such policies may exist from time to time; (c) Reimbursement of Expenses. The Corporation shall reimburse the Executive for general business expenses including for travel and other expenses actually and properly incurred by the Executive in the course of performing his duties, hereunder in accordance with the Corporation’s expense reimbursement policies and procedures. The responsibility rests solely upon the Executive to timely provide to the Corporation any and all reasonable supporting statements and receipts. The specific expenses that are subject to reimbursement by the Corporation are further defined in the Corporation’s policies. 2 (d) 401 (k) Contribution. From January 1, 2022, the Corporation will make an equivalent contribution to any qualifying contribution made by the Executive to a 401(k) account held in Executive’s name up to a maximum of 5% of the Base Salary per calendar year, on or before February 15th for the preceding calendar year, on receipt of satisfactory evidence that the Executive’s 401(k) contribution has been made. Additional information regarding 401(k) benefits may be addressed in supplemental materials developed by the Corporation or by any third-party company with whom the Corporation or its affiliates establishes a formal relationship for management of 401(k) benefits; (e) Benefit Plans. The Executive can participate in the health care and dental group benefit plan and, subject to insurability, in the life insurance, long-term disability and accidental death group benefit plans now or hereinafter established by the Corporation. The Executive may, with notice to the Corporation, opt out of the Corporation’s benefit plans so long as already covered by another plan of comparable quality (e.g., when covered by a spouse or parent’s outside benefit plan). the Executive shall pay twenty-five percent (25%) of the costs for any benefit plan in which Executive participates, and the Corporation will pay seventy-five percent (75%) of the costs for the Executive; (f) Bonus Incentive. The Executive will be eligible, for the calendar year commencing on January 1, 2023, to receive a target annual bonus up to fifty (50%) percent of the Base Salary on the basis of the objectives set by the Board at the start of each year from and after January 1, 2022. Any bonus payment will be made at the discretion of the Board and subject to Board approval. The bonus, if any, will be paid to the Executive within thirty (30) days following the approval of the year-end financial statements of IMV for any applicable calendar year, provided that the Executive remains actively employment by the Corporation at the end of said calendar year. Subject to Section 7(c), it is expressly understood that there is no bonus entitlement for a calendar year if the Executive is not actively employed at the end of such calendar year; (g) Stock Option Plan. The Executive will be entitled to receive stock options of IMV in the manner, on the conditions and at the time outlined in Schedule A. Subsequently, after January 1, 2024, the Executive will be eligible to participate in the Stock Option Plan at the discretion of the Board. The terms and conditions governing the stock options of IMV upon the termination of this Agreement and/or separation of Executive’s employment are set forth in the Stock Option Plan of IMV, a copy of which is appended as Schedule B to this Agreement. (h) Fitness Club Membership. Part of the Corporation’s corporate policy is having motivated and eager team players and healthy lifestyles contribute towards productive and motivated Executives. In order to promote this aspect of the corporate policy, the Corporation will reimburse the Executive for 50%, up to a maximum of $300, of the membership at a fitness club. 3 5. LOCATION OF WORK The Employee shall be employed by the Corporation, subject to ongoing Board approval, working from a home-based office in Gillette, New Jersey, United States of America. Otherwise, the Executive is expected to spend at least 50% of his time in the premises of the Corporation and its affiliates and the Executive understands there will be travel required to the premises of the Corporation or its affiliates, in Halifax, Nova Scotia, Boston, Massachusetts or Quebec City, Quebec, and other identified locations as required from time to time. 6. INDEMNIFICATION (a) Indemnification. The Corporation shall indemnify the Executive, to the maximum extent permitted by applicable law, against all reasonable amounts, fees, costs, charges and expenses incurred or sustained by the Executive (collectively, “Losses”) in connection with any action, suit, proceeding, decision or judgment to which he may be made a party by reason of being an officer of the Corporation or of any subsidiary or affiliate of the Corporation, including IMV, or any other corporation for which the Executive serves in good faith as an officer, director, or employee at the Corporation’s request, provided such Losses do not result from: (i) Any fraudulent, negligent or unlawful act of the Executive; (ii) Any action taken by the Executive outside the scope of the Executive’s authority pursuant to this Agreement; or (iii) Any breach or non-performance of any of the Executive’s material obligations hereunder. (b) Insurance. The Corporation agrees to maintain, or cause to be maintained, Directors and Officers Liability Insurance for the benefit of the Executive having coverage and policy limits having the same terms and conditions as the one maintained for the directors and officers of IMV and its affiliates and on terms and conditions customary for corporations of the stage of development and having activities similar to those of IMV and its affiliates. 7. TERMINATION The parties covenant and agree that this Agreement may be terminated in the following circumstances: (a) By the Executive on giving three months’ written notice of resignation to the Corporation (unless waived by the Board) and, where possible, to provide services which overlap in time with an incoming replacement for transition purposes. Except in circumstances under which the Corporation would otherwise, pursuant to Section 7(d), have the right to terminate the Executive immediately for cause, the Executive shall be entitled to receive all amounts of Base Salary, incentives, unused vacation and other benefits accrued to or owing Executive through the effective date of Executive’s resignation. Upon receiving such notice of resignation from Executive, the Corporation may immediately terminate this Agreement before said notice period expires by paying to the executive an amount, as calculated above, for the period remaining of such three (3) month notice period. 4 (b) By the Executive, on giving written notice to the Corporation equal to three (3) month’s notice, in the event of a change of control of IMV followed by, within twelve (12) months of such change of control, a material change in the functions and responsibilities of the Executive or a material adverse change in the duties or compensation of the Executive, with payment equal to the following, subject to his execution of a full release of all claims against the Corporation and its affiliates in a form acceptable to the Corporation: (i) compensation equivalent to twelve (12) months of the Base Salary; (ii) the present value of Corporation’s premium contributions for benefits (less premium contribution by the Executive) described in Sections 4(d) and 4(e) that would be enjoyed by the Executive during the next twelve (12) months assuming his employment was not terminated for cause and the then current level of benefits were continued for those twelve (12) months; (iii) vesting of all granted options, subject to the terms and conditions of the Stock Option Plan; and (iv) unpaid bonuses that have been awarded by the Board at such time. For the purposes hereof “change of control of IMV” shall mean any change in the holding, direct or indirect, of shares of IMV as a result of which a person, or group of persons, or persons acting in concert, or persons associated or affiliated with any such person or group within the meaning of the Canada Business Corporations Act, are in a position to exercise effective control of IMV and for the purposes of this Agreement a person or group of persons holding or controlling shares or other securities or both in excess of the number that, directly or following conversion thereof, would entitle the holders thereof to cast 50% or more of the votes attaching to all shares of IMV which may be cast to elect directors of IMV will be deemed to be in a position to exercise effective control of the Corporation; (c) By the Corporation at any time, without cause, immediately, upon which payment of the following will be due to the Executive subject to his execution of a full release of all claims against the Corporation and its affiliates in a form acceptable to the Corporation: (i) twelve (12) months of continuation of Executive’s Base Salary ; (ii) the present value of the Corporation’s premium contributions for benefits described in Sections 4(d) and 4(e) that would be enjoyed by the Executive during the next twelve (12) months assuming his employment was not terminated for cause and the then current level of benefits were continued for those twelve (12) months; and 5 (iii) unpaid bonuses that have been awarded by the Board at such time and as well as bonuses for the calendar year that would have been awarded by the Board to the Executive upon the achievement of corporate objectives for said calendar year. The Executive agrees that in the event that this Agreement is terminated for any reason except cause, the foregoing payments in Section 7(b) represents the Executive’s complete entitlement, including all claims for reasonable notice or payment in lieu of notice upon termination of the Executive’s employment without cause (d) By the Corporation immediately upon notice to the Executive for cause at any time, upon which Executive shall be entitled only to payment of Executive’s Base Salary through the date of his termination from employment. For the purposes hereof, the term “cause” shall be defined as follows: mean: (i) Executive’s willful failure to perform Executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Executive’s failure to comply with any valid and legal directive of the Board; (iii) Executive’s engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Corporation or its affiliates; (iv) Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Corporation; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) Executive’s material violation of the Corporation’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct: (vii) Executive’s willful unauthorized disclosure of the Corporation’s trade secrets or Confidential Information (as defined below); (viii) Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Corporation; 6 (ix) Executive’s engagement in conduct that brings or is reasonably likely to bring the Corporation negative publicity or into public disgrace, embarrassment, or disrepute or (x) Executive’s Disability (as defined below). and (e) Upon termination of the Executive’s employment under any circumstances, the Executive shall immediately return to the Corporation all property of the Corporation in as good a condition as when received (normal wear and tear accepted in the case of tangible property), including, without limitation, all Confidential Information, as hereinafter defined, records, manuals, supplies, including all equipment, documents, notes, credit or charge cards, computer disks, computer software and hardware, portable telephones, notes, specifications, papers, keys, customer or client lists, technical information and date, samples, reports, studies, findings, inventions, prototypes, sketches, photographs, plans, drawings, manuals, financial information and any other information (including copies, summaries and excerpts) belonging to or relating to the core business of the Corporation, or any affiliates or created by the Executive in the course of his employment by the Corporation, which are in the Executive’s possession or control. The Executive acknowledges that all such software, books, manuals, information and other property and materials received during his employment are the property of the Corporation. (f) For greater certainty, this Agreement will terminate upon the death of the Executive, upon which Executive shall be owed only his base salary through the date of his termination from employment, and no indemnity or other payment will be made to the Executive’s estate pursuant to this Agreement. 8. DISABILITY If the Executive is unable to discharge his duties because of mental or physical illness or disability, he may be entitled to continuing compensation in accordance with the Corporation’s policy on sick leave, and in the event of becoming Totally Disabled as defined in the long-term disability plan which may be in affect from time to time, he may be entitled to the long-term disability benefits in accordance with the plan terms, and in the case of being Totally Disabled, the Corporation shall have no obligation whatsoever to pay to the Executive the remuneration provided for under Article 4 hereof. Subject to Section 7(d)(x) above, upon the occurrence of the Disability of the Executive, the Executive thereupon shall be deemed to have resigned from the position of Chief Executive Officer and shall continue as an employee of the Corporation with continued entitlement to applicable disability benefits as he may be entitled to receive as stated above. Upon the deemed resignation of the Executive as Chief Executive Officer, pursuant to this Article 8, the Corporation shall have the immediate right to appoint a successor as the Chief Executive Officer. 7 The parties recognize that this provision in the circumstances is not discriminatory for the purposes of the Nova Scotia Human Rights Act or other applicable legislation. Further that the above terms satisfy any duty to accommodate. For the purposes of this Article 8, but only where capitalized, “Disability” means: (a) the Executive’s inability to substantially fulfill his duties as Chief Executive Officer on a full-time basis for a continuous period of three (3) months or more or (b) written notification from the Executive (or his personal representative, as the case may be) to the Chairman of the Board that the Executive does not intend to fulfill his duties as Chief Executive Officer on a full-time basis for a three (3) month period. If there is any disagreement between the Board and the Executive (or his personal representative, as the case may be) as to the Executive’s Disability or as to the date any such Disability began or ended, the same shall be determined by a physician mutually acceptable to the Board and the Executive whose determination shall be conclusive evidence of any such Disability and of the date any such Disability began or ended (provided that if the Board and the Executive are unable to identify a mutually acceptable physician who shall make such a determination, the issue shall be resolved by arbitration in accordance with Article 15 below. 9. CONFLICT OF INTEREST For the purpose of identifying and avoiding actual and potential conflicts of interest, the Executive personally shall have a continuing obligation to disclose to the Board any personal assets, investments and commercial involvements, and those of his spouse, if known, that may raise concerns about actual or potential conflicts of interest with the interest of IMV and its affiliates and shall, at least annually, provide a formal report to the Board. 10. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY (a) The Executive acknowledges that he will have access to, be entrusted with, and acquire information about certain matters, things, trade secrets, commercial information, intellectual property and confidential information, in tangible or intangible form, that may be expressed in writing, electronically or orally (including without limitation financial information, commercial information, technology, documents, tapes, ideas, industry affiliations, compilations, business records, operational and system flow configurations, designs, concepts, know-how, techniques and computer software) either created, compiled or acquired or as may be created, compiled or acquired, by the Corporation through trade affiliations, the expenditure of time or commercial activity, trade experience, the expenditure of economic or human resources which in any manner, or to any extent whatsoever may relate to the business, commercial and trade affairs of the Corporation (hereinafter referred to as the “Confidential Information”), which information is the exclusive property of the Corporation. The Corporation and the Executive consider their relation one of confidence with respect to the Confidential Information. (b) Accordingly, the Executive undertakes to treat confidentially all Confidential Information and agrees not to disclose same to any third party, during and after employment is terminated without the permission of the Corporation. The Executive agrees to sign any confidentiality agreement prepared by the Corporation, and consistent with the parameters outlined in this Agreement. 8 (c) In particular, without in any way limiting the foregoing, the Executive shall: (i) hold all Confidential Information in confidence and not discuss, communicate or transmit to others, or make any unauthorized copy of or use the Confidential Information in any capacity, position or business related to the Corporation (ii) take all reasonable action that the Corporation deems necessary and appropriate, to prevent unauthorized use or disclosure of or to protect the Corporation’s interests in the Confidential Information. (iii) act consistently with the terms of the Corporation’s other policies pertaining to confidentiality including: the Disclosure, Confidentiality & Trading Policy; and the IMV’s Code of Business Conduct and Ethics. However, the Executive shall not be obliged to keep in confidence or nor shall incur any liability for disclosure of information which: (i) was already in the public domain or comes into the public domain without any breach of this Employment Contract; (ii) is required to be disclosed pursuant to applicable laws or pursuant to policies or regulation of any regulatory authority or public body having jurisdiction over it; (iii) is required to be disclosed in any legal proceeding hereunder; (d) In addition to the above, the Executive may, in the course of employment with the Corporation, develop or have access to intangible property relating to the core business of the Corporation including without limitation, ideas, concepts, inventions, software, know-how, designs, techniques, documentation and other materials, regardless of form or media on which it is stored, some or all of which property may be protected by patents, copyrights, trade secrets, trademarks, industrial designs (collectively, “Intellectual Property”). (e) All Intellectual Property that the Executive may develop or have access to, during and throughout employment with the Corporation, whether alone or jointly with others, shall be the exclusive property of the Corporation, and Executive shall have no rights in any such Intellectual Property. At the request and expense of Corporation, Executive agrees to do all acts necessary and sign all documentation necessary to assign all rights in all Intellectual Property to the Corporation and to enable the Corporation to register patents, copyrights, trademarks, industrial designs and such other protections as the Corporation deems advisable anywhere in the world. 9 (f) If, during and throughout employment with the Corporation, the Executive develops any work which is protected by copyright, trademark or otherwise, the Executive hereby irrevocably and unconditionally waives any moral rights Executive may have in such works. (g) The Executive acknowledges that any breach of this covenant by the Executive shall constitute just cause for termination of employment of the Executive without notice. 11. NON COMPETITION (a) Duty Not To Compete. The Executive agrees with and for the benefit of IMV and the Corporation that during his employment under this Agreement and for a period of twelve (12) months from the date of termination of the Executive’s employment, however caused (the “Restricted Period”), the Executive will not for any reason, engage in any Prohibited Activity anywhere in Canada and United States. For purposes of this non-compete clause, “Prohibited Activity” is any service, for the benefit of an entity engaged in the Business in competition with the Corporation or its affiliates, which is the same as or similar to any type of service conducted, authorized, offered, or provided by Executive to the Corporation or its affiliates within 24 months prior to Executive’s separation from employment. Prohibited Activity also includes activity that may require or inevitably require use or disclosure of trade secrets or Confidential Information. Notwithstanding the foregoing, the Executive shall be entitled, for investment purposes, to purchase and trade shares of a corporation which are listed and posted for trading on a recognized stock exchange and the business of which such corporation may be in competition with the business of IMV and the Corporation, provided that the Executive shall not directly or indirectly, own more than five (5%) percent of the issued shares of a corporation, or participate in its management or operations or in any advisory capacity. (b) Duty Not to Solicit Employees. The Executive understands and acknowledges that the Corporation and its affiliates have expended and continues to expend significant time and expense in recruiting and training employees and that the loss of employees would cause significant and irreparable harm to the Corporation and its affiliates. The Executive further agrees that, during the Restricted Period, he will not, on behalf of any entity other than the Corporation and its affiliates, directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit, or induce the termination of employment of, any employee of the Corporation or its affiliates or any employee who has been employed by the Corporation or its affiliates in the six (6) months preceding the last day of Executive’s employment; provided, however, that the restrictions in this Section 11(b) shall apply only to those employees with whom Executive has had Material Exposure. “Material Exposure” means (a) contact with them in furtherance of the business interests of Company, and within the last 24 months of Executive’s employment with Company or (b) access to or knowledge of trade secrets or Confidential Information concerning them. 10 (c) Duty Not to Solicit Business Partners. The Executive understands and acknowledges that: (i) the Executive will have access to confidential information and trade secrets regarding the business partners of Corporation and its affiliates, (ii) relationships of Customers and its affiliates with such business partners is of great competitive value; (iii) the Corporation and its affiliates have invested and continue to invest substantial resources in developing and preserving such business partner relationships and goodwill; and (iv) the loss of any such business partner relationship or goodwill will cause significant and irreparable harm to the Corporation and its affiliates. The Executive hereby covenants and agrees that he shall not, during the Restricted Period, directly or indirectly, in any manner whatsoever, including, without limitation, either individually, in partnership, jointly or in conjunction with any other person, solicit, directly or indirectly, the business partners of the Corporation or its affiliates for the purpose of persuading the business partners to cease or reduce their business dealings with the Corporation or its affiliates; provided that this Section 11(c) shall only apply to those Business Partners with which Executive has had Material Exposure. 12. INJUNCTIVE RELIEF The Executive acknowledges and agrees that the covenants contained in Articles 10 and 11 of this Agreement (the “Covenants”) are essential to protect the business and goodwill of the Corporation and that a breach by the Executive of any of the Covenants contained in Articles 10 and 11 herein could result in irreparable loss to the Corporation which could not be adequately compensated for in damages and that the Corporation may have no adequate remedy at law if the Executive breaches any such Covenants. Consequently, if the Executive breaches any of such Covenants, the Corporation shall have in addition to and not in lieu of, any other rights and remedies available to it under any law or in equity, the right to obtain injunctive relief to restrain any breach or threatened breach thereof and to have such Covenants specifically enforced by any Court of competent jurisdiction. The Executive acknowledges that a violation by the Executive of the Covenants hereof would result in immediate and irreparable damage to the Corporation and the Executive hereby expressly consents to and waives any objection to the Corporation obtaining immediate injunctive relief in a court of law in the event of such a violation, such injunctive relief to be in addition to any rights to damages and any other rights available to the Corporation under the law. 13. SEVERABILITY (a) The parties acknowledge that the provisions in the Covenants herein are reasonable and valid in geographic and temporal scope and all other respects. If any court of competent jurisdiction determines that any of the Covenants or any part thereof are or is invalid or unenforceable, then the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court of competent jurisdiction determines that any of the Covenants or any part thereof is unenforceable because of the duration or geographic scope of such provision, and reduces it in form, such provision shall then be enforceable. 11 (b) In the event any provision in this Agreement contravenes labour standards legislation or other applicable legislation existing from time to time, the provision shall be deemed to be severed and the remainder of the Agreement shall remain in full force and effect. 14. AMENDMENTS This Employment Agreement may not be amended without the joint written consent of the Executive and the Corporation. It is agreed that this Agreement may be amended by mutual consent of the Executive and the Corporation without causing termination of this Agreement. 15. DISPUTE RESOLUTION Subject to Article 12 and the right of the Corporation to seek injunctive relief under Articles 10 and 11 through a court of law, in the event of any legal dispute arising under the terms of this Agreement, the parties shall be subject to remit the matter for binding arbitration before a certified arbitrator mutually agreed by the parties. The selected arbitrator will be responsible for assessing and determining the validity of any claims by either/both parties. The determination of the arbitrator shall be deemed binding by the parties, subject to any possible appeal of such ruling(s) under applicable laws to the State of Massachusetts; the factual and legal determinations of the arbitrator shall be deemed presumptively correct. All parties will be responsible for their respective costs before the arbitrator, with the prevailing party able to request an award of costs against the unsuccessful party. 16. MISCELLANEOUS (a) Any notice required or permitted to be given to the Executive shall be sufficiently given if delivered to the Executive personally or if mailed by registered mail to the Executive’s address last known to the Corporation. (b) Any notice required or permitted to be given to the Corporation shall be sufficiently given if mailed by registered mail or faxed to the Corporation at its registered office. (c) Any notice sent by registered mail shall be deemed to be received on the 4th day after it has been posted for delivery (d) This Agreement constitutes the entire Agreement between the parties with respect to the employment and appointment of the Executive and replaces and supersedes any previous agreement between the parties in relation to the employment of the Executive by the Corporation. Any modifications to this Agreement must be made in accordance with Article 11 hereof otherwise such modification shall have no force and effect and shall be void. (e) The headings in this Agreement are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements contained in it 12 (f) The failure or delay by either party in exercising any rights under this Agreement shall not operate as a waiver of such rights and any single or partial exercise by either party of any right shall not preclude any further exercise of such rights or any other rights. (g) The various paragraphs and subparagraphs, phrases and sentences in this Agreement are severable and if any paragraph or subparagraph or any identifiable part is held to be invalid, void or unenforceable by any court, tribunal or other body or person of competent jurisdiction, this shall not affect the validity or enforceability of the remaining provisions or identifiable parts. (h) Unless the context requires otherwise words importing one gender include all other genders and words importing the singular include the plural and vice versa. (i) This Agreement shall be construed in accordance with the laws of the State of Massachusetts and the parties hereto submit to the jurisdiction of the Courts of the State of Massachusetts, unless otherwise specifically noted within this Agreement. (j) Except as otherwise specified, references to dollars herein shall be deemed to be references to the lawful currency of the United States of America. 17. BENEFIT OF AGREEMENT This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, legal personal representatives, successors and permitted assigns. 18. INDEPENDENT LEGAL ADVICE The Executive acknowledges that the Corporation has advised the Executive to obtain independent legal advice with respect to the entry into this Agreement and confirms that he has either done so or has knowingly waived his right to do so. The Executive further acknowledges that he has been entered into by this Agreement freely and voluntarily and not the result of any threat, promise or undue influence made or exercised by the Corporation or any other party. 19. SECTION 280G (a) Adjustments to Payments. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Corporation to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced to the minimum extent necessary (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. Corporation shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination. 13 (b) Determination of Adjustments. All determinations required to be made under this Article, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by Corporation from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”) which shall provide detailed supporting calculations both to Corporation and to Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the “change in control” (within the meaning of Sections 280G and 4999 of the Code) to which the Payments relate, Corporation shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by Corporation. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon Corporation and Executive. (Signatures on the following page) 14 IN WITNESS WHEREOF the parties hereto have set their hand and affixed their seals as of the day and year first above written. SIGNED, SEALED AND DELIVERED in the presence of: IMV USA INC. /s/ Linda Barabe Per: /s/ Andrew Sheldon Witness Signature Andrew Sheldon, duly authorized Linda Barabe Name (printed) 04/01/2022 04/01/2022 Date: Date /s/ Maria DiNorscio /s/ Andrew Hall Witness Signature Andrew HALL Maria DiNorscio Name (printed) 1/2/2022 1/2/2022 Date: Date 15 SCHEDULE A OPTIONS The following stock options of IMV will be granted to the Executive, upon Board approval, on the following terms and conditions and subject to the provisions of the Stock Option Plan of IMV: ‒ Taking into account the number of options currently granted to Mr. Hall, that additional number of options that would bring the number of options held by Mr. Hall on January V’, 2022 to 1% of the issued and outstanding shares of IMV, which options will vest over 3 years in equal installments (1/3 after 12 months, 1/3 after 24 months and 1/3 after 36 months), at an exercise price as determined by the terms of the Stock Option Plan at the time of grant. ‒ From and after January 1, 2023 and subject to Board approval, contemporaneously with the occurrence of one of the following 3 events, a number of options equal to 1% of the issued and outstanding shares of IMV as of January 1, 2023, which options will vest over 3 years in equal instalments (1/3 after 12 months, 1/3 after 24 months and 1/3 after 36 months) at an exercise price as determined by the terms of the Stock Option Plan at the time of grant: o Closing of a business development transaction which results into net proceeds for IMV of at least US $50M within 90 days of closing of said transaction. o Closing of an equity financing in which institutional investors contribute US $50M or greater. o Closing of an acquisition of IMV for an enterprise value that is at least 2x of the IMV market value on the Effective Date. SCHEDULE B STOCK OPTION PLAN OF IMV Exhibit 4.8 THIS EMPLOYMENT CONTRACT made effective as of September 15, 2022 BETWEEN: IMV INC., a corporation incorporated pursuant to the laws of the Province of Nova Scotia and having its registered office at 130 Eileen Stubbs Ave, Dartmouth, NS B3B 2C4 (the “Corporation”) - and Brittany Davison (the “Executive”) Dartmouth, NS OF THE FIRST PART OF THE SECOND PART WHEREAS the Corporation carries on the business of developing T cell-activating cancer immunotherapies based on the Company’s proprietary drug delivery platform.; AND WHEREAS the Corporation and the Executive wish to enter into an employment agreement upon the terms and conditions hereinafter set forth; NOW THEREFORE IN CONSIDERATION of the Executive’s employment by the Corporation and of the salary and other benefits to be received by the Executive in connection with such employment, and in consideration of the mutual covenants and agreements hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 1. APPOINTMENT AND POSITION The Corporation will employ the Executive as a Chief Accounting Officer and the Executive will serve in that capacity for a period commencing on September 15, 2022 until otherwise terminated in accordance with this Agreement. 2. DUTIES & RESPONSIBILITIES The Executive: a) will be entitled to exercise the powers associated with the office of the Chief Accounting Officer subject to the overall direction and supervision of the Chief Executive Officer of the Corporation; b) will report on a continuing basis to the Chief Executive Officer of the Corporation, or upon request, to the Board of Directors (the “Board”), and observe all reasonable instructions given to the Executive by the Chief Executive Officer of the Corporation, or the Board, as the case may be, to the best of his/her ability and in accordance with reasonable business standards; and c) the Executive shall devote full-time to the position of Chief Accounting Officer and shall not accept any other employment or remuneration, appointment to an agency, board or organization external to the Company without prior written approval of the Chief Executive Officer - 2 - 3. TERM a) The appointment as Chief Accounting Officer of the Company shall commence on the Effective Date for an indefinite term unless terminated earlier in accordance with the provisions of this Agreement. b) The Executive warrants that she has the skill, ability and qualifications to perform her duties as Chief Accounting Officer of the Company. 4. REMUNERATION a) Base Salary: The Corporation shall pay the Executive an annual base salary of $265,000 to be paid in equal, bi-weekly installments, less all deductions required by law. The Base Salary will be subject to an annual review, starting January 1, 2023, by the Compensation Committee of the Corporation as per the policies of the Corporation. Any increase in the Base Salary will be subject to approval by the Board and will be based on the Executive’s performance and IMV’s achievement of annual corporate objectives. b) Vacation: The Executive shall be entitled to five (5) weeks of paid vacation per calendar year. Such vacation must be taken at a time or times mutually convenient to both the Executive and the Corporation and must be pre-approved by the Corporation. The Executive shall be entitled to carry over a maximum of five (5) days accrued vacation annually; this amount is not subject to additional carry-over; c) Reimbursement of Expenses: The Corporation shall reimburse the Executive for general business expenses pre-approved in writing by the Corporation including for travel and other expenses actually and properly incurred by the Executive in the course of performing his/her duties, hereunder. The responsibility rests solely upon the Executive to timely furnish to the Corporation any and all reasonable supporting statements and receipts. The specific expenses that are subject to reimbursement are further defined in the Corporation’s Executive Handbook; d) RRSP Contribution: The Corporation will make an equivalent contribution to any qualifying contribution made by the Executive to a registered retirement savings plan held in her name or in the name of her spouse up to a maximum of 5% of her base salary per annum, on or before February 15th for the preceding calendar year, on receipt of satisfactory evidence that the Executive’s RRSP contribution has been made. Additional information regarding RRSP benefits may be addressed in supplemental materials developed by the Corporation or by any third-party company with whom the Corporation establishes a formal relationship for management of RRSP benefits; e) Benefit Plan: The Executive is required to participate in the health care and dental group benefit plans and, subject to insurability, in the life insurance, long- term disability, and accidental death group benefit plans now or hereinafter established by the Corporation. The Executive shall pay one-half (1/2) of the costs for their benefit plan The Executive may, with notice to the Corporation, opt out of the Corporation’s benefit plan so long as already covered by another plan of comparable quality (e g , when covered by a spouse or parent’s outside benefit plan); - 3 - f) Bonus Incentive: The Executive will be eligible, commencing as of September 15, 2022, on a prorated basis, to receive a maximum annual bonus of up to forty (40%) percent of the Base Salary on the basis of the objectives agreed to by the Board at the start, of each fiscal year. Any payment of bonus is at the discretion of the Board and subject to Board approval. The bonus, if any, will be paid to the Executive within thirty (30) days following the approval of the year-end financial statements of IMV for the calendar year, provided that the Executive remains actively employed by the Corporation at the end of the said calendar year. It is expressly understood that there is no bonus entitlement if the Executive is not actively employed at the end of any calendar year g) Stock Option Plan: The Executive is eligible for a Stock Option grant following their nomination to the Chief Accounting Officer role. The amount and timing of this grant are at the discretion of the Board of Directors. Subsequently, the Executive will be eligible to participate in the Stock Option Plan at the discretion of the Board and subject to Board approval. h) Fitness Club Membership: Part of the Corporation’s corporate policy is having motivated and eager team players and healthy lifestyles that contribute toward productive and motivated Executives. In order to promote this aspect of the corporate policy, the Corporation will reimburse the Executive for 50%, up to a maximum of $300, of the membership at a fitness club. Eligibility requires the Executive to have successfully completed their initial, three (3) month probationary period. 5. LOCATION OF WORK The Executive shall be employed by the Corporation at its facilities located in Dartmouth, NS. 6. INDEMNIFICATION a) Indemnification: The Corporation shall indemnify the Executive, to the maximum extent permitted by applicable law, against all reasonable amounts, fees, costs, charges and expenses incurred or sustained by the Executive (collectively, “Losses”) in connection with any action, suit, proceeding, decision or judgment to which he may be made a party by reason of being an officer of the Corporation or of any subsidiary or affiliate of the Corporation, including IMV, or any other corporation for which the Executive serves in good faith as an officer, director, or Executive at the Corporation’s request, provided such Losses do not result from: i. Any fraudulent, negligent or unlawful act of the Executive; ii. Any action taken by the Executive outside the scope of the Executive’s authority pursuant to this Agreement; or iii. Any breach or non-performance of any of the Executive’s material obligations hereunder. b) Insurance: The Corporation agrees to maintain, or cause to be maintained, Directors and Officers Liability Insurance for the benefit of the Executive having coverage and policy limits having the same terms and conditions as the one maintained for the directors and officers of the Corporation and on terms and conditions customary for corporations of the stage of development and having activities similar to those of the Corporation. - 4 - 7. TERMINATION a) The parties covenant and agree that this Agreement may be terminated in the following manner in the following circumstances: By the Executive on giving written notice to the Corporation equal to three (3) months’ notice (unless waived by the Board) and, where possible, to provide overlap with incoming replacement for training purposes. Except in circumstances under which the Corporation would otherwise, pursuant to paragraph 7(c), have the right to terminate the Executive immediately for cause, the Executive shall be entitled to receive all amounts of salary, incentives, unused vacation and other benefits accrued to or owing as at the date of termination; The Corporation who receives such notice of termination from the Executive may terminate this Agreement before said notice period expires by paying to the executive an indemnity in lieu of such notice or equal to the period remaining of such notice period. By the Executive, on giving written notice to the Corporation equal to two (2) month’s notice, in the event of a change of control of the Corporation where the Executive’s role, responsibility, remuneration (for previous versus expected responsibilities) and/or title are diminished, including, but not limited to, the Corporation being purchased, acquired or amalgamated with another legal entity, with payment in lieu of notice equal to the following: i. compensation equivalent to twelve (12) months of the Base Salary, subject to all usual remittances in lieu of notice; ii. the present value of the benefits (less premium contribution by the Executive) described in sections 4(d) and 4(e) that would be enjoyed by the Executive during the next twelve (12) months assuming his employment was not terminated for cause and the then current level of benefits were continued for those twelve (12) months; and iii. vesting of all granted options subject to the terms of the Stock Option Plan. iv. unpaid bonuses that have been awarded by the Board at such time. For the purposes hereof “change of control of IMV” shall mean any change in the holding, direct or indirect, of shares of IMV as a result of which a person, or group of persons, or persons acting in concert, or persons associated or affiliated with any such person or group within the meaning of the Canada Business Corporations Act, are in a position to exercise effective control of I MV and for the purposes of this Agreement a person or group of persons holding or controlling shares or other securities or both in excess of the number that, directly or following conversion thereof, would entitle the holders thereof to cast 50% or more of the votes attaching to all shares of IMV which may be cast to elect directors of IMV will be deemed to be in a position to exercise effective control of the Corporation; - 5 - b) By the Corporation at any time, without cause, immediately upon: i. A nine (9) months’ notice to the Executive, if termination occurs during the first nine (9) years of employment, inclusively; and ii. an additional month notice to the Executive for every subsequent year of employment, if termination occurs between the beginning of the tenth (10th year and the end of the tenth (10th year of employment of the Executive; and iii. an additional two (2) months’ notice to the Executive for every subsequent year of employment from the beginning of the eleventh (11th) year of employment. The Executive agrees that in the event that this Agreement is terminated for any reason except cause, the foregoing payments in section 7(b) represents the Executive’s complete entitlement, including all claims for reasonable notice or payment in lieu of notice upon termination of the Executive’s employment without just cause c) By the Corporation immediately upon notice to the Executive for cause at any time. For the purposes hereof, the term “cause shall be defined as the then prevailing common law definition of the phrase as it relates to a termination of employment and includes, but is not limited to the Executive’s fraud, criminal conduct, dishonesty, willful misconduct, or flagrant disregard for Corporation policy and regulations (including, but not limited to, the IMV Code of Business Conduct & Ethics), or gross negligence in the performance of his duties, hereunder. All disciplinary violations and measures are to be defined and enforced at the discretion of the Corporation, and consistent with the requirements of law; and d) Upon termination of the Executive’s employment, he/she shall immediately return to the Corporation all property of the Corporation in as good a condition as when received by his/her (normal wear and tear accepted in the case of tangible property), including, without limitation, all Confidential Information, as hereinafter defined, records, manuals, supplies, including all equipment, documents, notes, credit or charge cards, computer disks, computer software and hardware, portable telephones, notes, specifications, papers, keys, customer or client lists, technical information and date, samples, reports, studies, findings, inventions, prototypes, sketches, photographs, plans, drawings, manuals, financial information and any other information (including copies, summaries and excerpts) belonging to or relating to the core business of the Corporation, or any subsidiary or associated Corporation or created by the Executive in the course of his/her employment by the Corporation, which are in the Executive’s possession or control. In contemplation of this paragraph, the Executive acknowledges that all such software, books, manuals, information and other property and materials received by his/her during his/her employment are the property of the Corporation e) For greater certainty, this Agreement will terminate upon the death of the Executive and no payments will be required to be made to the Executive’s estate pursuant to this Agreement. 8. DISABILITY If the Executive is unable to discharge her duties because of mental or physical illness or disability, he may be entitled to continuing compensation in accordance with the Company’s policy on sick leave, and in the event of becoming Totally Disabled as defined in the long-term disability plan which may be in affect from time to time, she may be entitled to the long-term disability benefits in accordance with the plan terms, and in the case of being Totally Disabled, the Company shall have no obligation whatsoever to pay to the Executive the remuneration provided for under Section 4 hereof. - 6 - Upon the occurrence of the Disability of the Executive, the Executive thereupon shall be deemed to have resigned from the position of Chief Accounting Officer and shall continue as an employee of the Company with continued entitlement to applicable disability benefits as he may be entitled to receive as stated above. Upon the deemed resignation of the Executive as Chief Accounting Officer the Company shall have the immediate right to appoint a successor as the Chief Accounting Officer. The parties recognize that this provision in the circumstances is not discriminatory for the purposes of the Nova Scotia Human Rights Act or other applicable legislation. Further that the above terms satisfy any duty to accommodate. For the purposes of this Section 8, but only where capitalized, “Disability” means: a) the Executive’s inability to substantially fulfill her duties as Chief Accounting Officer on a full-time basis for a continuous period of three (3) months or more; and either i. a determination that the relevant disability is of indefinite duration and that the medical prognosis indicates that the Executive shall not likely be able to fulfill her duties as Chief Accounting Officer on a full-time basis within one (1) year of the commencement of the said three (3) month period; or ii. written notification from the Executive (or her personal representative, as the case may be) to the Chairman of the Board that the Executive does not intend to fulfill her duties as Chief Accounting Officer on a full-time basis within one (1) year of the commencement of the said three (3) month period. If there is any disagreement between the Board and the Executive (or her personal representative, as the case may be) as to the Executive’s Disability or as to the date any such Disability began or ended, the same shall be determined by a physician mutually acceptable to the Board and the Executive whose determination shall be conclusive evidence of any such Disability and of the date any such Disability began or ended (provided that if the Board and the Executive are unable to identify a mutually acceptable physician who shall make such a determination, the issue shall be resolved by arbitration in accordance with Section 15 below. 9. CONFLICT OF INTEREST For the purpose of identifying and avoiding actual and potential conflicts of interest, the Executive personally shall have a continuing obligation to disclose to the Board any personal assets, investments and commercial involvements, and those of her spouse, if known, that may raise concerns about the actual and potential conflicts of interest and shall, at least annually, provide a formal report to the Board. 10. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY a) The Executive acknowledges that he/she will have access to, be entrusted with, and acquire information about certain matters, things, trade secrets, commercial information, intellectual property and confidential information, in tangible or intangible form, that may be expressed in writing, electronically or orally (including without limitation financial information, commercial information, technology, documents, tapes, ideas, industry affiliations, compilations, business records, operational and system flow configurations, designs, concepts, know-how, techniques and computer software) either created, compiled or acquired or as may be created, compiled or acquired, by the Corporation through trade affiliations, the expenditure of time or commercial activity, trade experience, the expenditure of economic or human resources which in any manner, or to any extent whatsoever may relate to the business, commercial and trade affairs of the Corporation (hereinafter referred to as the “Confidential Information”), which information is the exclusive property of the Corporation. The Corporation and the Executive consider their relation one of confidence with respect to the Confidential Information. - 7 - b) Accordingly, the Executive undertakes to treat confidentially all Confidential Information and agrees not to disclose same to any third party, during and after employment is terminated without the permission of the Corporation. The Executive agrees to sign any confidentiality agreement prepared by the Corporation, and consistent with the parameters outlined in this Agreement. c) In particular, without in any way limiting the foregoing, the Executive shall: i. hold all Confidential Information in confidence and not discuss, communicate or transmit to others, or make any unauthorized copy of or use the Confidential Information in any capacity, position or business related to the Corporation ii. take all reasonable action that the Corporation deems necessary and appropriate, to prevent unauthorized use or disclosure of or to protect the Corporation’s interests in the Confidential Information. iii. act consistently with the terms of the Corporation’s other policies pertaining to confidentiality the Disclosure, Confidentiality & Trading Policy; and the IMV Inc Code of Business Conduct & Ethics. However, the Executive shall not be obliged to keep in confidence or nor shall incur any liability for disclosure of information which: i. was already in the public domain or comes into the public domain without any breach of this Employment Contract; ii. is required to be disclosed pursuant to applicable laws or pursuant to policies or regulation of any regulatory authority or public body having jurisdiction over it; iii. is required to be disclosed in any legal proceeding hereunder; d) In addition to the above, the Executive may, in the course of employment with the Corporation, develop or have access to intangible property relating to the core business of the Corporation including without limitation, ideas, concepts, inventions, software, know-how, designs, techniques, documentation and other materials, regardless of form or media on which it is stored, some or all of which property may be protected by patents, copyrights, trade secrets, trademarks, industrial designs (collectively, “Intellectual Property”). e) All Intellectual Property that Executive may develop or have access to, during and throughout employment with the Corporation, whether alone or jointly with others, shall be the exclusive property of the Corporation, and Executive shall have no rights in any such Intellectual Property. At the request and expense of Corporation, Executive agrees to do all acts necessary and sign all documentation necessary to assign all rights in all Intellectual Property to the Corporation and to enable the Corporation to register patents, copyrights, trademarks, industrial designs and such other protections as the Corporation deems advisable anywhere in the world. - 8 - f) If, during and throughout employment with the Corporation, Executive develops any work which is protected by copyright, trademark or otherwise, the Executive hereby irrevocably and unconditionally waives any moral rights Executive may have in such works. g) The Executive acknowledges that any breach of this covenant by the Executive shall constitute just cause for termination of employment of the Executive without notice. 11. NON COMPETITION a) Duty Not To Compete: The Executive agrees with and for the benefit of the Corporation that for a period of We’ve (12) months from the date of termination of the Executive’s employment, however caused, the Executive will not for any reason, directly or indirectly, either as an individual or as a partner or Joint venturer or as an Executive, principal, shareholder, officer or director for any person, firm, association, organization, government agency, syndicate or company, carry on or be engaged in, undertake or promote, any business which is the same as, or competitive with, the business of the Corporation anywhere in Nova Scotia; provided, however, that the Executive shall be entitled, for investment purposes, to purchase and trade shares of a public Corporation which are listed and posted for trading on a recognized stock exchange and the business of which public Corporation may be in competition with the business the Corporation, provided that the Executive shall not directly or indirectly, own more than five (5%) percent of the issued share capital of the public Corporation, or participate in its management or operation or in any advisory capacity. b) Duty Not To Hire Away Employees Of The Corporation: The Executive further agrees that, during employment pursuant to this Agreement and for a period of twelve (12) months following termination of employment, however caused, he/she will not employ, hire or take away or cause to be hired or taken away any Executive of the Corporation or, following termination of the Executive’s employment, any Executive who was in the employ of the Corporation during the six (6) months preceding the termination of this Agreement. c) Duty Not to Solicit Customers: The Executive hereby covenants and agrees that he/she shall not, during the Term of this Agreement and for a period of twelve (12) months after the termination of the Executive’s employment with the Corporation, directly or indirectly, in any manner whatsoever, including, without limitation, either individually, in partnership, jointly or in conjunction with any other person, solicit, directly or indirectly, the customers of the Corporation for the purpose of persuading the customers to transfer their business from the Corporation. 12. INJUNCTIVE RELIEF The Executive acknowledges and agrees that the covenants contained in paragraphs 7 and 8 of this Agreement (the “Covenants”) are essential to protect the business and goodwill of the Corporation and that a breach by the Executive of any of the Covenants contained in paragraphs 7 and 8 herein could result in irreparable loss to the Corporation which could not be adequately compensated for in damages and that the Corporation may have no adequate remedy at law if the Executive breaches any such Covenants. Consequently, if the Executive breaches any of such Covenants, the Corporation shall have in addition to and not in lieu of, any other rights and remedies available to it under any law or in equity, the right to obtain injunctive relief to restrain any breach or threatened breach thereof and to have such Covenants specifically enforced by any Court of competent jurisdiction. The Executive acknowledges that a violation by the Executive of the Covenants hereof would result in immediate and irreparable damage to the Corporation and the Executive hereby expressly consents to and waives any objection to the Corporation obtaining immediate injunctive relief in a court of law in the event of such a violation, such injunctive relief to be in addition to any rights to damages and any other rights available to the Corporation under the law. - 9 - 13. SEVERABILITY a) The parties acknowledge that the provisions in the Covenants herein are reasonable and valid in geographic and temporal scope and all other respects. If any court of competent jurisdiction determines that any of the Covenants or any part thereof are or is invalid or unenforceable, then the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court of competent jurisdiction determines that any of the Covenants or any part thereof is unenforceable because of the duration or geographic scope of such provision, and reduces it in form, such provision shall then be enforceable. b) In the event any provision in this Agreement contravenes labour standards legislation or other applicable legislation existing from time to time, the provision shall be deemed to be severed and the remainder of the Agreement shall remain in full force and effect. 14. AMENDMENTS This Employment Agreement may not be amended without the joint written consent of the Executive and the Corporation. It is agreed that this Agreement may be amended by mutual consent of the Executive and the Corporation without causing termination of this Agreement. 15. DISPUTE RESOLUTION In the event of any legal dispute arising under the terms of this Agreement, the parties shall be subject to remit the matter for binding arbitration before a certified arbitrator selected at the discretion of the Corporation. The selected arbitrator will be responsible for assessing and determining the validity of any claims by either/both parties. The determination of the arbitrator shall be deemed binding by the parties, subject to any possible appeal of such ruling(s) to the Courts of Nova Scotia; the factual and legal determinations of the arbitrator shall be deemed presumptively correct. All parties will be responsible for their respective costs before the arbitrator, with the prevailing party able to request an award of costs against the unsuccessful party. The parties hereto agree that exhaustion of the arbitration process shall be a condition precedent to any civil litigation between the parties hereto. 16. MISCELLANEOUS a) Any notice required or permitted to be given to the Executive shall be sufficiently given if delivered to the Executive personally or if mailed by registered mail to the Executive’s address last known to the Corporation. b) Any notice required or permitted to be given to the Corporation shall be sufficiently given if mailed by registered mail or faxed to the Corporation at its registered office. - 10 - c) Any notice sent by registered mail shall be deemed to be received on the 4th day after it has been posted for delivery d) This Agreement constitutes the entire Agreement between the parties with respect to the employment and appointment of the Executive and any modifications to this Agreement must be made in accordance with Section 11 hereof otherwise such modification shall have no force and effect and shall be void. e) The headings in this Agreement are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements contained in it f) The failure or delay by either party in exercising any rights under this Agreement shall not operate as a waiver of such rights and any single or partial exercise by either party of any right shall not preclude any further exercise of such rights or any other rights. g) The various paragraphs and subparagraphs, phrases and sentences in this Agreement are severable and if any paragraph or subparagraph or any identifiable part is held to be invalid, void or unenforceable by any court, tribunal or other body or person of competent jurisdiction, this shall not affect the validity or enforceability of the remaining provisions or identifiable parts. h) Unless the context requires otherwise words importing one gender include all other genders and words importing the singular include the plural and vice versa. i) This Agreement shall be construed in accordance with the laws of the Province of Nova Scotia and the parties hereto submit to the jurisdiction of the Courts of Nova Scotia, unless otherwise specifically noted within this Agreement. All references to dollars herein shall be deemed to be references to the lawful currency of Canada. 17. BENEFIT OF AGREEMENT This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, legal personal representatives, successors and permitted assigns. 18. INDEPENDENT LEGAL ADVICE The Executive acknowledges that the Corporation has advised the Executive to obtain independent legal advice with respect to the entry into this Agreement and confirms that he/she has either done so or has knowingly waived his/her right to do so. The Executive further acknowledges that this Agreement has been entered into by his/her freely and voluntarily and not the result of any threat, promise or undue influence made or exercised by the Corporation or any other party. - 11 - IN WITNESS WHEREOF the parties hereto have set their hand and affixed their seals as of the day and year first above written. SIGNED, SEALED AND DELIVERED In the presence of: Per: /s/ Brittany Davison Witness Signature Brittany Davison Name (printed) 27 October 2022 Date Date Witness Signature Name (printed) Date IMV Inc. Per: /s/ Linda Barabé Linda Barabé, Sr. Vice President Human Resources 02 November 2022 Date Exhibit 4.9 THIS EMPLOYMENT CONTRACT made effective as of the June 14, 2021 BETWEEN IMV INC., a corporation incorporated pursuant to the laws of the Province of Nova Scotia and having its registered office at 130 Eileen Stubbs Ave, Dartmouth, NS B3B 2C4 (the “Corporation”) OF THE FIRST PART - and OF THE SECOND PART Jeremy R. Graff (the “Executive”) Indianapolis, IN WHEREAS the Corporation carries on the business of developing T cell-activating cancer immunotherapies based on the Company’s proprietary drug delivery platform.; AND WHEREAS the Corporation and the Executive wish to enter into an employment agreement upon the terms and conditions hereinafter set forth; NOW THEREFORE IN CONSIDERATION of the Executive’s employment by the Corporation and of the salary and other benefits to be received by the Executive in connection with such employment, and in consideration of the mutual covenants and agreements hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 1. APPOINTMENT AND POSITION The Corporation will employ the Executive as a Chief Scientific Officer and the Executive will serve in that capacity for a period commencing on June 14, 2021 until otherwise terminated in accordance with this Agreement. The Chief Scientific Officer position anticipates the fulfillment of the regular duties described within the appendix to this Agreement. Notwithstanding, based upon the determination and Judgment of the appropriate supervisory personnel, Executive may be required to fulfill other duties, falling outside of the above job description, and consistent with his/her preexisting knowledge or skill set. 2. DUTIES & RESPONSIBILITIES The Executive: a) will be entitled to exercise the powers associated with the office of the Chief Scientific Officer subject to the overall direction and supervision of the Chief Executive Officer of the Corporation; b) will report on a continuing basis to the Chief Executive Officer of the Corporation, or upon request, to the Board of Directors (the “Board”), and observe all reasonable instructions given to the Executive by the Chief Executive Officer of the Corporation, or the Board, as the case may be, to the best of his ability and in accordance with reasonable business standards; and - 2 - c) the Executive shall devote full-time to the position of Chief Scientific Officer and shall not accept any other employment or remuneration, appointment to an agency, board or organization external to the Company without prior written approval of the Chief Executive Officer. Executive currently serves on and will remain on scientific publication editorial boards as well as the Board of Trustees for the non-profit research organization, Wood Hudson Cancer Research Labs (Newport, KY USA), and the Scientific Advisory Board of Avicenna Biosciences (Durham, NC USA) 3. TERM a) The appointment as Chief Scientific Officer of the Company shall commence on the Effective Date for an indefinite term unless terminated earlier in accordance with the provisions of this Agreement b) The Executive warrants that he has the skill, ability and qualifications to perform his duties as Chief Scientific Officer of the Company 4. REMUNERATION a) Base Salary: The Corporation shall pay the Executive an annual base salary of four hundred and twenty thousand dollars ($420,000 USD) to be paid in equal, bi-weekly installments, less all deductions required by law. b) Vacation: The Executive shall be entitled to five (5) weeks paid vacation per calendar year. Such vacation must be taken at a time or times mutually convenient to both the Executive and the Corporation and must be preapproved by the Corporation. The Executive shall be entitled to carry over a maximum of five (5) days accrued vacation annually; this amount is not subject to additional carry-over; c) Reimbursement of Expenses: The Corporation shall reimburse the Executive for general business expenses properly incurred by the Executive in the course of performing his/her duties, hereunder. The responsibility rests solely upon the Executive to timely furnish to the Corporation any and all reasonable supporting statements and receipts. The specific expenses that are subject to reimbursement are further defined in the Corporation’s Executive Handbook; d) 401 k Contribution: The Executive can enroll in the Corporate 401k or utilize a qualifying personal plan held in his name or in the name of his spouse. The Corporation will make an equivalent contribution, up to a maximum of 5% his base salary per annum. Additional information regarding 401k benefits may be addressed in supplemental materials developed by the Corporation or by any third-party company with whom the Corporation establishes a formal relationship for management of 401 k benefits; e) Benefit Plan: The Executive can participate in the Corporate health care and dental group benefit plan and, subject to insurability, in the life insurance, long- term disability and accidental death group benefit plans now or hereinafter established by the Corporation. The Executive may, with notice to the Corporation, opt out of the Corporation’s benefit plan so long as already covered by another plan of comparable quality (e g , when covered by a spouse or parent’s outside benefit plan); In the event the Executive opts out of the Corporation’s benefit plan, the Executive shall pay twenty-five percent (25%) of the costs for their benefit plan. The executive will be responsible for submitting proof to IMV of the premium paid for reimbursement. IMV will reimburse seventy-five percent (75%) of the costs for the benefit plan. - 3 - f) Bonus Incentive: The Executive will be eligible, commencing at the start date in 2021 on a pro-rata basis, to receive a maximum annual bonus up to forty (40%) percent of the Base Salary on the basis of the objectives agreed to by the Board at the start, of each fiscal year. Any payment of bonus is at the discretion of the Board and subject to Board approval. The bonus, If any, will be paid to the Executive within thirty (30) days following the approval of the year-end financial statements of IMV for the calendar year, provided that the Executive remains actively employed by the Corporation at the end of said calendar year. It is expressly understood that there is no bonus entitlement if the Executive is not actively employed at the end of any calendar year. g) Stock Option Plan: At the Effective Date, the Executive will be granted 100,000 Stock Options vesting over 3 years (1/3 after 12 months, 1/3 after 24 months and 1/3 after 36 months) The Executive will be eligible to participate in the annual Stock Option Plan at the discretion of the Board, starting in 2021. h) Fitness Club Membership: Part of the Corporation’s corporate policy is having motivated and eager team player. Healthy lifestyles contribute towards productive and motivated Executives. In order to promote this aspect of the corporate policy, the Corporation will reimburse the Executive for 50%, up to a maximum of $300, of the membership at a fitness club. 5. LOCATION OF WORK The Employee shall be employed by the Corporation working from a home-based office of his choice in the USA. The Executive understands there will be travel required to Halifax, Nova Scotia and Quebec City, Quebec and other identified locations as required 6. INDEMNIFICATION a) Indemnification: The Corporation shall indemnify the Executive, to the maximum extent permitted by applicable law, against all reasonable amounts, fees, costs, charges and expenses incurred or sustained by the Executive (collectively, “Losses”) in connection with any action, suit, proceeding, decision or judgment to which he may be made a party by reason of being an officer of the Corporation or of any subsidiary or affiliate of the Corporation, including IMV, or any other corporation for which the Executive serves in good faith as an officer, director, or employee at the Corporation’s request, provided such Losses do not result from (i) Any fraudulent, negligent or unlawful act of the Executive; (ii) Any action taken by the Executive outside the scope of the Executive’s authority pursuant to this Agreement; or (iii) Any breach or non-performance of any of the Executive’s material obligations hereunder b) Insurance: The Corporation agrees to maintain, or cause to be maintained, Directors and Officers Liability Insurance for the benefit of the Executive having coverage and policy limits having the same terms and conditions as the one maintained for the directors and officers of the Corporation and on terms and conditions customary for corporations of the stage of development and having activities similar to those of the Corporation and IMV - 4 - 7. TERMINATION a) The parties covenant and agree that this Agreement may be terminated in the following manner in the following circumstances: (i) By the Executive on giving written notice to the Corporation equal to three (3) months’ notice (unless waived by the Board) and, where possible, to provide overlap with incoming replacement for training purposes. Except in circumstances under which the Corporation would otherwise, pursuant to paragraph 7(c), have the right to terminate the Executive immediately for cause, the Executive shall be entitled to receive all amounts of salary, incentives, unused vacation and other benefits accrued to or owing as at the date of termination; The Corporation who receives such notice of termination from the Executive may terminate this Agreement before said notice period expires by paying to the executive an indemnity in lieu of such notice or equal to the period remaining of such notice period. (ii) Employee may terminate his employment for “Good Reason” (as hereinafter defined). For purposes of this Agreement, “Good Reason” means the occurrence of any of the following without the consent of Employee: (i) a material diminution in Employee’s Base Salary; (ii) a material diminution in Employee’s authority, duties or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report, including a requirement that Employee report to a corporate officer or employee instead of reporting directly to the Board or the CEO; (iv) a material diminution in the budget over which Employee retains authority; (v) a material change in the geographic location at which Employee must perform his services to the Company; (vi) the express direction of Company to perform any action or inaction which, in the reasonable opinion of Employee and upon written advice of his counsel, is illegal; or (vii) any other action or inaction that constitutes a material breach by the Company of this Agreement, including but not limited to the failure to timely pay Employee any Base Salary or Bonus due to Employee. A termination of employment by Employee for Good Reason shall be effectuated by giving the Company written notice of the termination within ninety (90) days of the initial existence of the circumstances alleged to be the grounds for Good Reason, setting forth such circumstances in reasonable detail. The Company shall have thirty (30) days following the receipt of such notification to cure the specific circumstances that constitute Good Reason. In the event the Company takes effective action to cure, Good Reason for termination shall not be deemed to exist with respect to the specific circumstances set forth in the written notice. (iii) By the Executive, on giving written notice to the Corporation equal to two (2) month’s notice, in the event of a change of control of the Corporation where the Executive’s role, responsibility, remuneration (for previous versus expected responsibilities) and/or title are diminished, including, but not limited to, the Corporation being purchased, acquired or amalgamated with another legal entity, with payment in lieu of notice equal to the following: a) For the purpose of this Agreement, a “Change of Control” shall be deemed to have occurred if any of the following conditions have occurred (i) the merger or consolidation of the Company with another entity, where the Company is not the surviving entity and where, after the merger or consolidation, (A) its stockholders prior to the merger or consolidation hold less than 50% of the voting stock of the surviving entity or (B) its directors prior to the merger or consolidation are less than a majority of the directors of the surviving entity; (ii) the sale of all or substantially all of the Company’s assets to a third party where subsequent to the transaction (A) its stockholders hold less than 50% of the stock of said third party or (B) its directors are less than a majority of the board of directors of said third party; or (iii) a transaction or series of transactions, including a merger of the Company with another entity where the Company is the surviving entity, whereby (A) 50% or more of the voting stock of the Company after the transaction is owned actually or beneficially by parties who held less than 30% of the voting stock, actually or beneficially, prior to the transaction(s) or (B) its board of directors after the transaction(s) or within 60 days thereof is comprised of less than a majority of the Company’s directors serving prior to the transaction(s) - 5 - b) compensation equivalent to twelve (12) months of the Base Salary, subject to all usual remittances in lieu of notice; c) the present value of the benefits (less premium contribution by the Executive) described in sections 4(d) and 4(e) that would be enjoyed by the Executive during the next twelve (12) months assuming his employment was not terminated for cause and the then current level of benefits were continued for those twelve (12) months; and d) vesting of all granted options subject to the terms of the Stock Option Plan. e) unpaid bonuses that have been awarded by the Board at such time. f) The parties intend that this Agreement and the payments made hereunder will be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), and this Agreement will be interpreted and applied to the greatest extent possible in a manner that is consistent with the requirements for avoiding taxes or penalties under Section 409A Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under Section 7 that constitute “deferred compensation” within the meaning of Section 409A will not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1 409A-1(h)), unless the Company reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A For the avoidance of doubt, the parties intend that the Severance Benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)_ However, if the Company determines that the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, as if the separation from service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payment of the Severance Benefits will be delayed until the earlier to occur of (i) the date that is six months and one day after Executive’s separation from service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) will (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefits payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section, and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. - 6 - b) By the Corporation at any time, without cause, immediately upon: (i) A nine (9) months’ notice to the Employee, if termination occurs during the first nine (9) years of employment, inclusively; and (ii) an additional month notice to the Employee for every subsequent year of employment, if termination occurs between the beginning of the tenth (10th year and the end of the tenth (10th year of employment of the Employee; and (iii) an additional two (2) months’ notice to the Employee for every subsequent year of employment from the beginning of the eleventh (11th) year of employment. The Executive agrees that in the event that this Agreement is terminated for any reason except cause, the foregoing payments in section 7(b) represent the Executive’s complete entitlement, including all claims for reasonable notice or payment in lieu of notice upon termination of the Executives employment without just cause. c) By the Corporation immediately upon notice to the Employee for cause at any time. For the purposes hereof, the term “cause shall be defined as the then prevailing common law definition of the phrase as it relates to a termination of employment and includes, but is not limited to the Employee’s fraud, criminal conduct, dishonesty, willful misconduct, or flagrant disregard for Corporation policy and regulations (including, but not limited to, the IMV Code of Business Conduct & Ethics), or gross negligence in the performance of his duties, hereunder. All disciplinary violations and measures are to be defined and enforced at the discretion of the Corporation, and consistent with the requirements of law; and d) Upon termination of the Executives employment, he shall immediately return to the Corporation all property of the Corporation in as good a condition as when received by him (normal wear and tear accepted in the case of tangible property), including, without limitation, all Confidential Information, as hereinafter defined, records, manuals, supplies, including all equipment, documents, notes, credit or charge cards, computer disks, computer software and hardware, portable telephones, notes, specifications, papers, keys, customer or client lists, technical information and date, samples, reports, studies, findings, inventions, prototypes, sketches, photographs, plans, drawings, manuals, financial information and any other information (including copies, summaries and excerpts) belonging to or relating to the core business of the Corporation, or any subsidiary or associated Corporation or created by the Executive in the course of his/her employment by the Corporation, which are in the Executives possession or control. In contemplation of this paragraph, the Executive acknowledges that all such software, books, manuals, information and other property and materials received by his/her during his/her employment are the property of the Corporation e) For greater certainty, this Agreement will terminate upon the death of the Executive and no payments will be required to be made to the Executive’s estate pursuant to this Agreement. - 7 - 8. DISABILITY If the Executive is unable to discharge his duties because of mental or physical illness or disability, he may be entitled to continuing compensation in accordance with the Company’s policy on sick leave, and in the event of becoming Totally Disabled as defined in the long-term disability plan which may be in affect from time to time, he may be entitled to the long-term disability benefits in accordance with the plan terms, and in the case of being Totally Disabled, the Company shall have no obligation whatsoever to pay to the Executive the remuneration provided for under Section 4 hereof. Upon the occurrence of the disability of the Executive (as defined below), the Executive thereupon shall be deemed to have resigned from the position of Chief Scientific Officer and shall continue as an employee of the Company with continued entitlement to applicable disability benefits as he/she may be entitled to receive as stated above. Upon the deemed resignation of the Executive as Chief Scientific Officer, the Company shall have the immediate right to appoint a successor as the Chief Scientific Officer. The parties recognize that this provision in the circumstances is not discriminatory for the purposes of the Nova Scotia Human Rights Act or other applicable legislation. Further that the above terms satisfy any duty to accommodate. For the purposes of this Section 8, but only where capitalized, “Disability” means a) the Executive’s inability to substantially fulfill his duties as Chief Scientific Officer on a full-time basis for a continuous period of three (3) months or more; and b) either (i) a determination that the relevant disability is of indefinite duration and that the medical prognosis indicates that the Executive shall not likely be able to fulfill his duties as Chief Scientific Officer on a full-time basis within one (1) year of the commencement of the said three (3) month period; or (ii) written notification from the Executive (or his personal representative, as the case may be) to the Chairman of the Board that the Executive does not intend to fulfill his duties as Chief Scientific Officer on a full-time basis within one (1) year of the commencement of the said three (3) month period. If there is any disagreement between the Board and the Executive (or his personal representative, as the case may be) as to the Executive’s Disability or as to the date any such Disability began or ended, the same shall be determined by a physician mutually acceptable to the Board and the Executive whose determination shall be conclusive evidence of any such Disability and of the date any such Disability began or ended (provided that if the Board and the Executive are unable to identify a mutually acceptable physician who shall make such a determination, the issue shall be resolved by arbitration in accordance with Section 15 below. - 8 - 9. CONFLICT OF INTEREST For the purpose of identifying and avoiding actual and potential conflicts of interest, the Executive personally shall have a continuing obligation to disclose to the Board any personal assets, investments and commercial involvements, and those of his spouse, if known, that may raise concerns about the actual and potential conflicts of interest and shall, at least annually, provide a formal report to the Board 10. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY a) The Executive acknowledges that he will have access to, be entrusted with, and acquire information about certain matters, things, trade secrets, commercial information, intellectual property and confidential information, in tangible or intangible form, that may be expressed in writing, electronically or orally (including without limitation financial information, commercial information, technology, documents, tapes, ideas, industry affiliations, compilations, business records, operational and system flow configurations, designs, concepts, know-how, techniques and computer software) either created, compiled or acquired or as may be created, compiled or acquired, by the Corporation through trade affiliations, the expenditure of time or commercial activity, trade experience, the expenditure of economic or human resources which in any manner, or to any extent whatsoever may relate to the business, commercial and trade affairs of the Corporation (hereinafter referred to as the “Confidential Information”), which information is the exclusive property of the Corporation. The Corporation and the Executive consider their relation one of confidence with respect to the Confidential Information. b) Accordingly, the Executive undertakes to treat confidentially all Confidential Information and agrees not to disclose same to any third party, during and after employment is terminated without the permission of the Corporation. The Executive agrees to sign any confidentiality agreement prepared by the Corporation, and consistent with the parameters outlined in this Agreement. c) In particular, without in any way limiting the foregoing, the Executive shall: (i) hold all Confidential Information in confidence and not discuss, communicate or transmit to others, or make any unauthorized copy of or use the Confidential Information in any capacity, position or business related to the Corporation (ii) take all reasonable action that the Corporation deems necessary and appropriate, to prevent unauthorized use or disclosure of or to protect the Corporation’s interests in the Confidential Information. (iii) act consistently with the terms of the Corporation’s other policies pertaining to confidentiality the Disclosure, Confidentiality & Trading Policy; and the IMV Inc Code of Business Conduct & Ethics. However, the Executive shall not be obliged to keep in confidence or nor shall incur any liability for disclosure of information which: (iv) was already in the public domain or comes into the public domain without any breach of this Employment Contract; (v) is required to be disclosed pursuant to applicable laws or pursuant to policies or regulation of any regulatory authority or public body having jurisdiction over it; (vi) is required to be disclosed in any legal proceeding hereunder; d) In addition to the above, the Executive may, in the course of employment with the Corporation, develop or have access to intangible property relating to the core business of the Corporation including without limitation, ideas, concepts, inventions, software, know-how, designs, techniques, documentation and other materials, regardless of form or media on which it is stored, some or all of which property may be protected by patents, copyrights, trade secrets, trademarks, industrial designs (collectively, “Intellectual Property”). - 9 - e) All Intellectual Property that Executive may develop or have access to, related to employment with the Corporation, whether alone or jointly with others, shall be the exclusive property of the Corporation, and Executive shall have no rights in any such Intellectual Property. At the request and expense of Corporation, Executive agrees to do all acts necessary and sign all documentation necessary to assign all rights in all Intellectual Property to the Corporation and to enable the Corporation to register patents, copyrights, trademarks, industrial designs and such other protections as the Corporation deems advisable anywhere in the world. f) If, during and throughout employment with the Corporation, Executive develops any work related to his duties with the Corporation which is protected by copyright, trademark or otherwise, the Executive hereby irrevocably and unconditionally waives any moral rights Executive may have in such works. g) The Executive acknowledges that any breach of this covenant by the Executive shall constitute Just cause for termination of employment of the Executive without notice. 11. NON COMPETITION a) Duty Not To Compete: The Executive agrees with and for the benefit of the Corporation that for a period of twelve (12) months from the date of termination of the Executive’s employment, however caused, the Executive will not for any reason, directly or indirectly, either as an individual or as a partner or joint venturer or as an Executive, principal, shareholder, officer or director for any person, firm, association, organization, government agency, syndicate or company, carry on or be engaged in, undertake or promote, any business which is the same as, or competitive with, the business of the Corporation anywhere in Nova Scotia; provided, however, that the Executive shall be entitled, for investment purposes, to purchase and trade shares of a public Corporation which are listed and posted for trading on a recognized stock exchange and the business of which public Corporation may be in competition with the business the Corporation, provided that the Executive shall not directly or indirectly, own more than five (5%) percent of the issued share capital of the public Corporation, or participate in its management or operation or in any advisory capacity. - 10 - b) Duty Not To Hire Away Employees Of The Corporation: The Executive further agrees that, during employment pursuant to this Agreement and for a period of twelve (12) months following termination of employment, however caused, he will not employ, hire or take away or cause to be hired or taken away any Executive of the Corporation or, following termination of the Executive’s employment, any Executive who was in the employ of the Corporation during the six (6) months preceding the termination of this Agreement. c) Duty Not to Solicit Customers: The Executive hereby covenants and agrees that he shall not, during the Term of this Agreement and for a period of twelve (12) months after the termination of the Executive’s employment with the Corporation, directly or indirectly, in any manner whatsoever, including, without limitation, either individually, in partnership, jointly or in conjunction with any other person, solicit, directly or indirectly, the customers of the Corporation for the purpose of persuading the customers to transfer their business from the Corporation. 12. INJUNCTIVE RELIEF The Executive acknowledges and agrees that the covenants contained in paragraphs 7 and 8 of this Agreement (the “Covenants”) are essential to protect the business and goodwill of the Corporation and that a breach by the Executive of any of the Covenants contained in paragraphs 7 and 8 herein could result in irreparable loss to the Corporation which could not be adequately compensated for in damages and that the Corporation may have no adequate remedy at law if the Executive breaches any such Covenants. Consequently, if the Executive breaches any of such Covenants, the Corporation shall have in addition to and not in lieu of, any other rights and remedies available to it under any law or in equity, the right to obtain injunctive relief to restrain any breach or threatened breach thereof and to have such Covenants specifically enforced by any Court of competent jurisdiction. The Executive acknowledges that a violation by the Executive of the Covenants hereof would result in immediate and irreparable damage to the Corporation and the Executive hereby expressly consents to and waives any objection to the Corporation obtaining immediate injunctive relief in a court of law in the event of such a violation, such injunctive relief to be in addition to any rights to damages and any other rights available to the Corporation under the law. 13. SEVERABILITY a) The parties acknowledge that the provisions in the Covenants herein are reasonable and valid in geographic and temporal scope and all other respects. If any court of competent jurisdiction determines that any of the Covenants or any part thereof are or is invalid or unenforceable, then the remainder of the Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court of competent jurisdiction determines that any of the Covenants or any part thereof is unenforceable because of the duration or geographic scope of such provision, and reduces it in form, such provision shall then be enforceable. b) In the event any provision in this Agreement contravenes labour standards legislation or other applicable legislation existing from time to time, the provision shall be deemed to be severed and the remainder of the Agreement shall remain in full force and effect. - 11 - 14. AMENDMENTS This Employment Agreement may not be amended without the joint written consent of the Executive and the Corporation. It is agreed that this Agreement may be amended by mutual consent of the Executive and the Corporation without causing termination of this Agreement. 15. DISPUTE RESOLUTION In the event of any legal dispute arising under the terms of this Agreement, the parties shall be subject to remit the matter for binding arbitration before a certified arbitrator selected at the discretion of the Corporation. The selected arbitrator will be responsible for assessing and determining the validity of any claims by either/both parties. The determination of the arbitrator shall be deemed binding by the parties, subject to any possible appeal of such ruling(s) to the Courts of Nova Scotia; the factual and legal determinations of the arbitrator shall be deemed presumptively correct. All parties will be responsible for their respective costs before the arbitrator, with the prevailing party able to request an award of costs against the unsuccessful party. The parties hereto agree that exhaustion of the arbitration process shall be condition precedent to any civil litigation between the parties hereto 16. MISCELLANEOUS a) Any notice required or permitted to be given to the Executive shall be sufficiently given if delivered to the Executive personally or if mailed by registered mail to the Executive’s address last known to the Corporation. b) Any notice required or permitted to be given to the Corporation shall be sufficiently given if mailed by registered mail or faxed to the Corporation at its registered office. c) Any notice sent by registered mail shall be deemed to be received on the 4th day after it has been posted for delivery d) This Agreement constitutes the entire Agreement between the parties with respect to the employment and appointment of the Executive and any modifications to this Agreement must be made in accordance with Section 14 hereof otherwise such modification shall have no force and effect and shall be void. e) The headings in this Agreement are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements contained in it f) The failure or delay by either party in exercising any rights under this Agreement shall not operate as a waiver of such rights and any single or partial exercise by either party of any right shall not preclude any further exercise of such rights or any other rights. g) The various paragraphs and subparagraphs, phrases and sentences in this Agreement are severable and if any paragraph or subparagraph or any identifiable part is held to be invalid, void or unenforceable by any court, tribunal or other body or person of competent jurisdiction, this shall not affect the validity or enforceability of the remaining provisions or identifiable parts. h) Unless the context requires otherwise words importing one gender include all other genders and words importing the singular include the plural and vice versa. i) This Agreement shall be construed in accordance with the laws of the Province of Nova Scotia and the parties hereto submit to the jurisdiction of the Courts of Nova Scotia, unless otherwise specifically noted within this Agreement. 17. BENEFIT OF AGREEMENT This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, legal personal representatives, successors and permitted assigns. 18. INDEPENDENT LEGAL ADVICE The Executive acknowledges that the Corporation has advised the Executive to obtain independent legal advice with respect to the entry into this Agreement and confirms that he/she has either done so or has knowingly waived his/her right to do so. The Executive further acknowledges that this Agreement has been entered into by his/her freely and voluntarily and not the result of any threat, promise or undue influence made or exercised by the Corporation or any other party. IN WITNESS WHEREOF the parties hereto have set their hand and affixed their seals as of the day and year first above written. SIGNED, SEALED AND DELIVERED In the presence of: IMV Inc. /s/ Anna Fryday Per: /s/ Frederic Ors Witness Signature Frederic Ors – Chief Executive Officer Anna Fryday Name (printed) 01 June 2021 01 June 2021 Date: DDMMYYYY Date: DDMMYYYY /s/ Anna Fryday Per: /s/ Jeremy Graff Witness Signature Jeremy Graff Anna Fryday Name (printed) 01 June 2021 01 June 2021 Date: DDMMYYYY Date: DDMMYYYY Exhibit 4.10.1 DEFERRED SHARE UNIT GRANT LETTER This deferred share unit grant letter is entered into between IMV Inc. (the “Corporation”) and the Participant named below pursuant to the Corporation’s deferred share unit plan (the “Plan”), a copy of which is incorporated by reference herein, and confirms the following Deferred Share Unit grant on the terms set out below and as further set out in the Plan: Participant: ________________________ Number of Deferred Share Units: ________________________ Grant Date: ________________________ Vesting: ________________________ By receiving and accepting the Deferred Share Unit Award, the Participant: (a) confirms having received and reviewed a copy of the Plan and agrees to be bound by it. (b) understands that the value of a Deferred Share Unit is based on the trading price of a Share and is thus not guaranteed. The eventual value of a Deferred Share Unit on the applicable redemption date may be higher or lower than the value of the Deferred Share Unit at the time it was allocated to the Participant’s Account under the Plan. (c) will be liable for income tax when Deferred Share Units are redeemed in accordance with the Plan. Any cash payments made pursuant to the Plan shall be net of Applicable Withholding Taxes (and the number of Shares to which the Participant could be entitled could be reduced to take into account the amount of Applicable Withholding Taxes). The Participant understands that the Corporation is making no representation to him or her regarding taxes applicable to him or her under this Plan and the Participant will confirm the tax treatment with his or her own tax advisor. (d) acknowledges that no funds will be set aside to guarantee the redemption of Deferred Share Units or the payment of any other sums due to the Participant under the Plan. Future payments pursuant to the Plan are an unfunded liability recorded on the books of the Corporation. Any rights under the Plan by virtue of a grant of Deferred Share Units shall have no greater priority than the rights of an unsecured creditor. (e) acknowledges and agrees (and shall be conclusively deemed to have so acknowledged and agreed by participating in the Plan) that he or she shall, at all times, act in strict compliance with the Plan and all Applicable Laws, including, without limitation, those governing “reporting insiders” of “reporting issuers” as those terms are construed for the purposes of applicable securities laws, regulations and rules. (f) agrees to provide the Corporation with all information and undertakings that the Corporation requires in order to administer the Plan and comply with Applicable Laws. (g) understands that: (i) all capitalized terms shall have the meanings attributed to them under the Plan; (ii) the redemption of Deferred Share Units must comply with applicable securities laws, including United States federal and state securities laws; and (iii) all cash payments, if any, will be net of any Applicable Withholding Taxes. Dated as of the ___Day of ________, ____. IMV INC. By: Name: Authorized Signing Officer Name of Participant: Exhibit 8.1 Subsidiaries of IMV Inc. Legal Name Jurisdiction of Organization Immunovaccine Technologies Inc. Nova Scotia, Canada IMV USA Inc. Delaware, USA Exhibit 11.1 Code of Business Conduct Adopted: 30MAY2018Last reviewed: November 10, 2022 CODE OF BUSINESS CONDUCT PURPOSE AND SCOPE The Board of Directors of IMV Inc. (the “Corporation”) has adopted this Code of Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Corporation files with, or submits to, applicable regulators and in other public communications made by the Corporation; (c) promote compliance with applicable governmental laws, rules and regulations; (d) promote the protection of Corporation assets, including corporate opportunities and confidential information; (e) promote fair dealing practices; (f) deter wrongdoing; and (g) ensure accountability for adherence to the Code. It is the policy of the Corporation to conduct its business affairs honestly, ethically and in compliance with all applicable laws. Any conduct that may raise questions as to the Corporation’s, or its employees’, directors’ or officers’ honesty, integrity, impartiality, or reputation, or activities that could cause embarrassment to the Corporation or damage its reputation is prohibited. Any activity, conduct, or transaction that is or may appear to be unethical, illegal, or improper business conduct must also be avoided. The Chief Executive Officer of the Corporation, the Chief Accounting Officer of the Corporation, or any person performing similar functions, and any other employee, director or officer of the Corporation or its subsidiaries (each a “Representative”) shall be subject to this Code. All Representatives are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below under the heading “Reporting of Code Violations”. Compliance with this Code is essential to preserving and enhancing the Corporation’s reputation as a responsible corporate citizen and ultimately in maximizing shareholder value. Violation of the Code is a serious matter that could subject Representatives or the Corporation to legal liability and furthermore, in the case of Representatives who are employees, disciplinary sanctions including termination. This Code is not meant to cover every eventuality and any and all matters requiring further guidance should be discussed with designated persons as set forth under the heading “Disclosure of and Inquiries About Conflicts” of this Code. GENERAL CONDUCT AND BEHAVIOUR Each Representative is accountable for observing rules of conduct that are normally accepted as standard in a business enterprise. Representatives will conduct themselves in accordance with ethical principles and obligations in their decisions and actions. They shall respect all ethical obligations deriving from applicable laws, acts, regulations, this Code and other internal policies. Discrimination The Corporation is committed to maintaining a work environment free from unlawful discrimination, including any discrimination based on sex, sexual orientation, gender identity, gender expression, race, age, religion, disability, ethnic group or any other protected class status. The Corporation will not tolerate discrimination by Representatives and will take disciplinary action against any Representatives who are found to have contravened the Corporation’s prohibition against discrimination. Harassment The Corporation is committed to providing a work environment in which individuals are free from any harassment or workplace violence from any source. Harassment and workplace violence are unacceptable and will not be tolerated by the Corporation. Confidential Information From time to time, Representatives may be exposed to confidential information. Representatives should maintain the confidentiality of confidential information entrusted to them by the Corporation or by its customers, suppliers or business partners, except when disclosure is expressly authorized or is required by law. Confidential information includes, but is not limited to, information and data regarding the Corporation and its assets, operation, studies, business, financial affairs, trade secrets, know how, records, data, plans, strategies, processes, business opportunities and ideas relating to present and contemplated operations and projects, its customers, suppliers and business partners, and/or other Representatives. Confidential information also includes information which is not generally known to the public and may be useful or helpful to competitors of the Corporation and/or may be harmful to the Corporation and/or its customers, suppliers or business partners, if disclosed. Disclosing confidential information to any person (including family members) or organization, directly or indirectly, without prior written consent from the Corporation, is prohibited, as is using confidential information for any purpose that is not in the best interest of the Corporation. This is in addition to, and not in substitution of, any other confidentiality undertaking or covenant by any Representatives in favor of the Corporation. This section of the Code does not restrain a Representative’s ability to report suspected wrongdoing to the applicable regulatory authorities in accordance with applicable law. Assets and Records Safeguarding the Corporation’s assets and records is the responsibility of all Representatives. Representatives should use and maintain assets with care and respect, while guarding against waste and abuse. No Representative shall intentionally damage or destroy the Corporation’s property or that of any other person or organization, or commit theft of such property. Representatives should also preserve or destroy business records (physical and electronic) in accordance with the Corporation’s record retention policy and any applicable laws. Additional requirements and restrictions may be prescribed by the Corporation from time to time where the Corporation is required by law, regulation or government policies to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records. Improper alteration or falsification of any business records, whether written or in electronic form, is strictly prohibited. Conduct of Business A Representative’s work-related activities at the Corporation must reflect the standards of honesty, loyalty, trustworthiness, fairness, concern for others and accountability. Any act that involves theft, fraud, embezzlement, or misappropriation of any property, including that of the Corporation or of any of its Representatives or business partners, is strictly prohibited. The Corporation requires that its business actions be conducted with honesty and integrity based on objective factors like cost, quality, value, service and the ability to carry through on commitments. This includes decisions about which external partners the Corporation works with, such as vendors and suppliers, and how the Corporation works with these various external partners. The Corporation does not accept the making of business decisions based on improper factors. 2 Participation in Political Process Representatives may participate in the political process as private citizens. The Corporation must comply with the appropriate rules and regulations relating to lobbying or attempting to influence government officials. The Corporation will not reimburse Representatives for money or personal time contributed to political campaigns. In addition, Representatives may not work on behalf of a candidate’s campaign while at work or at any time use the Corporation’s facilities or other assets, including but not limited to email for that purpose unless approved by the Chief Executive Officer, the Chief Accounting Officer, or their delegates, if any. Gifts and Entertainment A Representative shall not use his/her position with the Corporation, nor shall his/her family use such Representative’s position, to solicit any cash, gifts or free services from any person for their or their family’s or friend’s personal benefit. Gifts or entertainment from others should not be accepted if they could be reasonably considered to be extravagant for the Representative receiving it, or otherwise improperly influence the Corporation’s business relationship with or create an obligation to a business partner. Nominal gifts, such as logo items, pens, calendars, caps, shirts and mugs, are generally acceptable. Social Media All social media activities of Representatives must be conducted in accordance with all policies of the Corporation regarding social media implemented from time to time. CONFLICTS OF INTEREST Representatives shall always perform the responsibilities of their positions on the basis of what is in the best interests of the Corporation and free from the influence of personal considerations, relationships and interests that interfere with, or appear to interfere with, the interests of the Corporation. A conflict of interest can arise when a Representative (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Corporation objectively and effectively. Conflicts of interest also arise when a Representative (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Corporation. Loans Loans by the Corporation to, or guarantees by the Corporation of obligations of, Representatives or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Corporation to, or guarantees by the Corporation of obligations of, any director or officer or their family members are expressly prohibited. Honesty and Integrity The Representatives are required to act with honesty and integrity and to avoid any relationship or activity that might create, or appear to create, a conflict between their personal interests and the interests of the Corporation. The Corporation must conduct its business in a manner that will not compromise the integrity or negatively impact the reputation of the Corporation. Affiliates of the Corporation Any transaction between the Corporation and a Representative (or a member of his or her family) shall be completed on a fair market basis by reference to terms and conditions available from arm's length third 3 parties. Any actual or apparent conflicts of interest between the Corporation and a Representative (or a member of his or her family) shall be resolved on the basis that the Representative (or a member of his or her family) must act in the best interests of the Corporation. Acquisitions by Representatives All Representatives owe a duty to the Corporation to advance its interests when the opportunity arises. A Representative (or a member of his or her family) shall not acquire any property, security, business interest or other opportunity which they know that the Corporation is interested in acquiring or that are discovered through the use of Corporation assets, property, information or position. A Representative may not use Corporation assets, property, information or position for personal gain (including gain of family members). Based on knowledge of the Corporation’s interest in any property, security, business interest or other opportunity, a Representative (or a member of his or her family) shall not acquire any property, security, business interest or opportunity for speculation or investment. In addition, no Representative may compete directly or indirectly with the Corporation. Disclosure of and Inquiries About Conflicts Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized. Persons other than directors and officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior written authorization or approval from, the Chief Executive Officer. If the Chief Executive Officer is himself or herself involved in the potential or actual conflict, the matter should instead be discussed directly with the Chief Accounting Officer. Directors and officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Compensation and Corporate Governance Committee. INTEGRITY OF BOOKS AND RECORDS AND COMPLIANCE WITH SOUND ACCOUNTING PRACTICES Accuracy and reliability in the preparation of all business records is of critical importance to the decision making process and to the proper discharge of financial, legal and reporting obligations by the Corporation. Preparation of Books and Records All business records, expense accounts, invoices, bills, payroll, corporate records and other reports are to be prepared with care and honesty. Improper alteration or falsification of any business records, whether written or in electronic form, is strictly prohibited. Financial Transactions All financial transactions are to be properly recorded in the books of account and accounting procedures are to be supported by the necessary internal controls. The Corporation requires that its financial records be accurate and complete. These records serve as a basis for managing the Corporation’s business and are crucial for meeting obligations to customers, investors and others, as well as for compliance with regulatory, tax, financial reporting and other legal requirements. All representatives have a responsibility to fairly present all information in a truthful, accurate and timely manner. All books and records of the Corporation must be available for audit purposes. 4 Responsibilities of Representatives Representatives must cooperate fully with those persons (including the Chief Executive Officer and the Chief Accounting Officer) responsible for preparing reports filed with the regulatory authorities and all other materials that are made available to the investing public to ensure those persons are aware in a timely manner of all information that is required to be disclosed. Representatives should also cooperate fully with the external auditor in its audits and in assisting in the preparation of financial disclosure. No Representative shall exert any influence over, coerce, mislead or in any way manipulate or attempt to manipulate the external auditor of the Corporation. No action designed to circumvent such controls and procedures will be tolerated. Representatives shall comply with all of the Corporation’s system of internal controls and procedures at all times. COMPLIANCE WITH LAWS, RULES AND REGULATIONS All Representatives are expected to act in full accordance with all domestic and foreign laws, rules and regulations applicable to the business of the Corporation. Violation of laws, rules or regulations or compromise of the Corporation’s ethical expectations could result in written reprimands or other disciplinary action, including termination and criminal or civil legal proceedings where applicable. Although not all Representatives are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Chief Executive Officer or Chief Accounting Officer. Securities Legislation Securities laws impose certain obligations on the Corporation regarding the disclosure of information to the investing public. Full, fair, accurate, timely and understandable disclosure in the reports and other documents that the Corporation files with, or submits to, its regulators and in the Corporation’s other public communications must comply fully with the Corporation’s obligations under securities laws and other applicable laws and meet expectations of the Corporation’s shareholders and other members of the investment community, including requirements under the Corporation’s Confidentiality, Disclosure and Trading Policy. The Corporation’s ability to effectively discharge its disclosure obligations under the securities laws can be adversely affected by the premature or otherwise unauthorized disclosure of internal information relating to the Corporation. Representatives must make every effort to maintain the confidentiality of the Corporation’s internal information. These efforts include securely handling and storing all sensitive documents. Representatives should not communicate any internal information to friends, family or other third parties, except as may be required in the ordinary course of business or if required by law. Trading of Securities The Confidentiality, Disclosure and Trading Policy of the Corporation sets forth the prohibitions concerning unauthorized trades of the Corporation’s securities and other guidelines that Representatives must follow with respect to trades of the Corporation’s securities. Designated Spokesperson The Corporation has designated a limited number of spokespersons responsible for communication with the media, investors and analysts. The Chief Executive Officer of the Corporation and the Chief Accounting Officer of the Corporation shall be the official spokespersons for the Corporation. Individuals holding these offices may, from time to time, designate others within the Corporation to speak on behalf of the Corporation or to respond to specific inquiries from the investment community or the media. 5 Representatives who are not authorized spokespersons must not respond under any circumstances to inquiries from the investment community or the media unless specifically asked to do so by an authorized spokesperson. Except for discussions with business partners by senior management, Representatives should refrain from discussing confidential and potentially material affairs of the Corporation with third parties, unless expressly authorized to do so. Anti-Corruption Participation, whether directly or indirectly, in any bribes, kickbacks, improper profit-sharing arrangements, illegal gratuities or improper inducements or payments to any government official is expressly forbidden, notwithstanding that they might further the Corporation’s business interests. The restrictions in this section apply to all business activities and operations of the Corporation around the world, even where such practices may be locally considered to be a way of “doing business” or necessary in a particular country in question. In addition, the Corporation and Representatives must comply with the Corruption of Foreign Public Officials Act (Canada) as well as local anti-corruption laws in the countries in which the Corporation operates. REPORTING OF CODE VIOLATIONS Representatives have a responsibility to promptly report any conduct or proposed conduct that they reasonably believe to be a violation of this Code. Reporting procedures and expectations of the Corporation as well as safe harbor provisions are described in the Corporation’s Whistleblower Policy. If a Representative reasonably believes that a violation of the Code has or may occur, they should speak or submit a written complaint in accordance with the Corporation’s Whistleblower Policy. Reported violations of this Code will be handled promptly, professionally, and with as much confidentiality as possible in accordance with the Corporation’s Whistleblower Policy. REVIEW AND WAIVER Compliance with this Code will be monitored by the Board of Directors of the Corporation through the Compensation and Corporate Governance Committee and, where appropriate, the Board of Directors of the Corporation, acting through the Compensation and Corporate Governance Committee, will be responsible for granting any waiver of this Code. Any waiver granted hereunder to Representatives of the Corporation or a subsidiary of the Corporation will be disclosed in a press release, as well as in an applicable regulatory filing, and/or on the Corporation’s website, containing the information prescribed by law. ACKNOWLEDGEMENT OF RECEIPT AND REVIEW I have read, understand and agree to comply with the letter and intent of this Code of Business Conduct and Ethics. Signature Employee/Consultant/Advisor (Please print) Date 6 Exhibit 12.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Andrew Hall, certify that: 1. I have reviewed this annual report on Form 20-F of IMV Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and 5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the issuer’s ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. Date: March 16, 2023 /s/ Andrew Hall Name: Andrew Hall Title: Chief Executive Officer (principal executive officer) Exhibit 12.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brittany Davison, certify that: 1. I have reviewed this annual report on Form 20-F of IMV Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and 5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the issuer’s ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. Date: March 16, 2023 /s/ Brittany Davison Brittany Davison Chief Accounting Officer (principal financial officer) Exhibit 13.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, as the Chief Executive Officer of IMV Inc. certifies that, to the best of his knowledge and belief, the annual report on Form 20-F for the fiscal year ended December 31, 2022, which accompanies this certification, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and the information contained in the annual report on Form 20-F for the fiscal year ended December 31, 2022 fairly presents, in all material respects, the financial condition and results of operations of IMV Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and shall not be relied upon for any other purpose. The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law. Date: March 16, 2023 /s/ Andrew Hall Andrew Hall Chief Executive Officer (principal executive officer) Exhibit 13.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, as the Chief Accounting Officer acting as Chief Financial Officer of IMV Inc. certifies that, to the best of her knowledge and belief, the annual report on Form 20-F for the fiscal year ended December 31, 2022, which accompanies this certification, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and the information contained in the annual report on Form 20-F for the fiscal year ended December 31, 2022 fairly presents, in all material respects, the financial condition and results of operations of IMV Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and shall not be relied upon for any other purpose. The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law. Date: March 16, 2023 /s/ Brittany Davison Brittany Davison Chief Accounting Officer (principal financial officer) Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form F-10 (No. 333-266082), as amended, and Form S-8 (Nos. 333-225363, 333- 238706, 333-239550, 333-263867 and 333-268936) of IMV Inc. of our report dated March 15, 2023 relating to the consolidated financial statements, which is included in this Form 20-F. /s/PricewaterhouseCoopers LLP Québec, Canada March 15, 2023 PricewaterhouseCoopers LLP Place de la Cité, Tour Cominar, 2640 Laurier Boulevard, Suite 1700, Québec, Quebec, Canada G1V 5C2 T: +1 418 522 7001, F: +1 418 522 5663, www.pwc.com/ca “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. Exhibit 15.2 Management’s Report on Financial Position and Operating Results For the year ended December 31, 2022 MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”) The following analysis provides a review of the audited annual consolidated results of operations, financial condition, and cash flows for the year ended December 31, 2022 (“Fiscal 2022”), with information compared to the year ended December 31, 2021 (“Fiscal 2021”), for IMV Inc. (“IMV”, “us”, “our”, “we” or the “Corporation”). This analysis should also be read in conjunction with the information contained in the audited annual consolidated financial statements and related notes for the years ended December 31, 2022 and December 31, 2021. The Corporation prepares its audited annual consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (IASB). Management is responsible for the preparation of the consolidated financial statements and other financial information relating to the Corporation included in this report. The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting. In furtherance of the foregoing, the Board of Directors has appointed an Audit Committee comprised of independent directors. The Audit Committee meets with management and the auditors in order to discuss the results of operations and the financial condition of the Corporation prior to making recommendations and submitting the consolidated financial statements to the Board of Directors for its consideration and approval for issuance to shareholders. The information included in this MD&A is as of March 15, 2023, the date when the Board of Directors approved the Corporation’s audited annual consolidated financial statements for the year ended December 31, 2022, on the recommendation of the Audit Committee. Amounts presented in this MD&A are approximate and have been rounded to the nearest thousand except for share and per share data. All currency figures reported in the audited annual consolidated financial statements and in this document are in United States dollars (“USD”), unless otherwise specified. Additional information regarding the business of the Corporation, can be found in the Corporation’s Form 20-F filed with the U.S. Securities and Exchange Commission, which is also available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar. FORWARD-LOOKING STATEMENTS Certain statements in this MD&A may constitute “forward-looking” statements which involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Corporation, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. When used in this MD&A, such statements use such words as “will”, “may”, “could”, “intends”, “potential”, “plans”, “believes”, “expects”, “projects”, “estimates”, “anticipates”, “continues”, “potential”, “predicts” or “should” and other similar terminology. These statements reflect current expectations of management regarding future events and operating performance and speak only as of the date of this MD&A. Forward-looking statements include, among others: ● the Corporation’s business strategy; ● statements with respect to the sufficiency of the Corporation’s financial resources to support its activities; ● potential sources of funding; ● the Corporation’s ability to obtain necessary funding to pursue its activities, on favorable terms or at all; ● the Corporation’s expected expenditures and accumulated deficit level; ● the Corporation’s ability to obtain necessary regulatory approvals for its product candidates; ● the expected outcomes from the Corporation’s preclinical assays, studies and clinical trials and the anticipated timing of release of any results therefrom; ● the Corporation’s expectations about the timing of achieving milestones and the cost of preclinical assays, studies and clinical trials; ● the Corporation’s expected outcomes from its ongoing and future research and research collaborations; ● the Corporation’s exploration of opportunities to maximize shareholder value as part of the ordinary course of its business through collaborations, strategic partnerships, and other transactions with third parties; ● the potential impact of partnerships on the Corporation’s manufacturing capabilities; ● the Corporation’s plans for the research and development of certain product candidates; 2 ● the Corporation’s strategy for protecting its intellectual property; ● the Corporation’s ability to identify licensable products or research suitable for licensing and commercialization; ● the Corporation’s ability to obtain licences on commercially reasonable terms; ● the Corporation’s plans for generating revenue; ● the Corporation’s ability to manage inflation, including rising interest rates and increased labour costs associated with attracting and retaining employees; ● the Corporation’s plans for future clinical trials; ● the Corporation’s ability to maintain the listing of its Common Shares on the Nasdaq Stock Market LLC (“Nasdaq”); and ● the Corporation’s hiring and retention of skilled staff. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. IMV Inc. assumes no responsibility to update forward-looking statements in this MD&A except as required by law. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed in the Form 20-F, under the heading “Risk Factors”. Although the forward-looking statements contained in this MD&A are based upon what management of the Corporation believes are reasonable assumptions, the Corporation cannot provide any assurance to investors that actual results will be consistent with these forward-looking statements and should not be unduly relied upon by investors. Actual results, performance and achievements are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about: ● the Corporation’s ability to raise sufficient capital and obtain additional funding on reasonable terms when necessary; ● positive results of preclinical assays, studies and clinical trials; ● the Corporation’s ability to successfully develop existing and new product candidates; ● the Corporation’s ability to hire and retain skilled staff; ● the products and technology offered by the Corporation’s competitors; ● general business and economic conditions, including as a result of the ongoing COVID-19 pandemic, as well as political crisis, such as terrorism, war, political instability or other conflict; ● adverse macroeconomic conditions including inflation, disruptions in global market conditions and the increase in labour costs; ● the Corporation’s ability to accurately assess and anticipate the impact of COVID-19 on the Corporation’s clinical studies and trials and operations generally; ● the Corporation’s ability to protect its intellectual property; ● the coverage and applicability of the Corporation’s intellectual property rights to any of its product candidates; ● the expectation that the Common Shares will continue to be listed on the Toronto Stock Exchange (“TSX”) and the Nasdaq, including as it relates to the Corporation regaining compliance with the Nasdaq listing requirements, such as the Minimum Market Value of Listed Securities Requirement (“MVLS”) and the Minimum Bid Price Requirement; ● the Corporation’s ability to manufacture its product candidates, if approved, and to meet demand; ● the general regulatory environment in which the Corporation operates; ● the Corporation’s ability to collaborate with governmental authorities with respect to the clinical development of its product candidates; and ● obtaining necessary regulatory approvals for its product candidates and the timing in respect thereof. These statements reflect management’s current views and beliefs and are based on estimates, assumptions and information currently available to, and considered reasonable by, management. The forward-looking information in this MD&A does not include a full assessment or reflection of the unprecedented impacts of the COVID-19 pandemic and the resulting global and 3 regional economic impacts. The Corporation has experienced uncertainty related to the COVID-19 situation. Uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain or mitigate its impact and the direct and indirect effect of the pandemic and containment measures, among others. It is anticipated that the COVID-19 pandemic and global measures to contain it will continue to have an impact on the Corporation, including its clinical trials and collection and analysis of data, however it is challenging to quantify the potential magnitude of such impact at this time. The Corporation is regularly assessing the situation and remains in contact with its partners, clinical sites and investigators and suppliers to assess any impacts and risks. The information contained herein is dated as of March 15, 2023, the date of the Board of Directors’ approval of the audited annual consolidated financial statements and of the MD&A. For additional information on risks, uncertainties and assumptions, including a more detailed assessment of the risks that could cause actual results to materially differ from current expectations, please refer to the Corporation’s Form 20-F filed with the U.S. Securities and Exchange Commission, which is also available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar. COVID-19 IMPACT COVID-19 has impacted the Corporation’s research and development activities but has not caused significant disruptions to its business operations to date. In April 2020, IMV was designated as an essential business by the Nova Scotia Department of Business and Nova Scotia Public Health which allowed for essential lab employees to continue operations in its Dartmouth laboratories. Following the outbreak of the Omnicron variant, IMV adopted a rotating on site work schedule and required that all employees working on site provide either proof of vaccination status or submit bi-weekly negative COVID-19 test results. IMV required all employees working on site, regardless of vaccination status, to complete a rapid COVID-19 test once every three working days. Effective March 1st, 2022, employees no longer are required to test and a hybrid working model had been adopted. To date, COVID-19 has not had a material impact on the Corporation’s financial condition, liquidity or longer-term strategic development and commercialization plans. While certain clinical trial activities, including patient enrollment and site activations were delayed or otherwise impacted by the COVID-19 pandemic, the extent to which the ongoing pandemic may cause more significant disruptions to IMV’s business and greater impacts to results of operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration and severity of outbreaks, including potential future waves or cycles, the variants and the effectiveness of actions to contain and treat COVID-19. The Corporation cannot predict the duration, scope and severity of any potential business shutdowns or disruptions, including impacts to ongoing and planned clinical studies and regulatory approval prospects that may occur should there be a resurgence of COVID-19. Further prolonged shutdowns or other business interruptions upon a resurgence of the COVID-19 pandemic could result in material and negative effects to the Corporation’s ability to conduct its business in the manner and on the timelines currently planned, which could have a material adverse impact on IMV’s business, results of operations and financial condition. The Corporation will continue to monitor any effect of COVID-19 on its business. CORPORATE OVERVIEW We are a clinical-stage biopharmaceutical company developing a novel class of cancer vaccines based on DPX® (“DPX” or “DPX Platform”), our immune-educating technology platform. DPX is designed to inform a specific, coordinated and persistent anti-tumor immune response, that could change the lives of patients with cancer. DPX is a novel delivery technology that has the potential to realize the promise of cancer vaccines in treating cancer, while preserving patients’ quality of life. DPX is designed to drive a targeted and persistent immune response expressly through antigen presenting cells (“APCs”) and into regional lymph nodes, mimicking the natural processing and flow of antigens through the immune system to promote specific immunity. DPX is a versatile delivery platform that can package a wide range of bioactive molecules in a single formulation to incite the tumor-killing function of multiple, distinct immune cell subtypes. Unlike other cancer vaccine delivery modalities, by trafficking therapeutic targets directly to the lymph node via distinct immune cells, we mirror the way the human immune system typically forms a response to a target. This differentiated mechanism of action is designed to create a robust and persistent reignition of targeted tumor killing by the patient’s own immune system. Our DPX technology is being developed for cancer indications but is applicable to a variety of other therapeutic areas where the generation of a target-specific immune response may mitigate and destroy disease. 4 Our lead product candidate, maveropepimut-S (or “MVP-S”, previously known as “DPX-Survivac”) is a DPX-based therapeutic cancer vaccine targeting the tumor associated protein survivin. When administered alone or in combination with other agents, MVP-S is designed to incite durable clinical benefit in patients with hematologic or solid tumors as a result of a robust, persistent immune response to the cancer antigen, survivin. Survivin is overexpressed in most solid and hematologic tumors but rarely found in normal adult tissues. In our clinical studies, over 300 patients have been dosed with MVP-S and the treatment is generally well-tolerated with only mild to moderate site injection reactions reported as the primary adverse event. Treatment is administered in very low doses approximately once every two months, which is designed to drive a persistent immune attack. Clinical data supports the therapeutic potential of MVP-S in human cancers and also suggests that the anti-tumor activity of MVP-S in some tumor types may be further enhanced through combination with other immune modulators and/or anti-cancer drugs. Ongoing clinical studies are evaluating MVP-S alone and in combination with low-dose cyclophosphamide (“CPA”) and/or Merck’s pembrolizumab (KEYTRUDA®) in patients with treatment-refractory cancers like Diffuse Large B Cell Lymphoma (“DLBCL”) and ovarian cancer. MVP-S is also being evaluated in earlier-stage trials in a neoadjuvant setting in non-muscle invasive bladder cancer (“NMIBC”) and breast cancer. Recent clinical progress with our DPX-based immunotherapeutic candidates: ● We continue to accelerate enrollment in the VITALIZE phase 2b study in r/r DLBCL by activating more sites in North America, Europe, Australia and New Zealand. The goal of this study is to further evaluate the Objective Response Rate (“ORR”) observed in the now completed SPiReL phase 2 study which evaluated the combination of MVP-S, intermittent, low-dose cyclophosphamide (“CPA”), and Merck’s checkpoint inhibitor, pembrolizumab (KEYTRUDA®) and to assess whether benefit may be particularly evident in Program Death Ligand 1 (“PD-L1+”) positive patients. Early data from arm 1 of the follow-on, open label VITALIZE study have shown three confirmed, complete responses, one patient assessed with stable disease and two patients with progressive disease from the six evaluable patients that did not progress prior to receiving their first scan due to poor baseline functionality. Enrollment of stage one of this study is expected to be completed in Q2 2023. ● Recruitment and site activation are progressing in our AVALON phase 2b study. The goal of this study is to further evaluate the favorable clinical outcomes observed in our phase 2 DeCidE1 study, which evaluated patients with recurrent ovarian cancer receiving MVP-S and intermittent, low-dose CPA. In the now completed DeCidE1 study, the ORR by RECIST v1.1 was 21% and 15/19 evaluable patients showed either tumor target lesion stabilization or shrinkage. The median overall survival was 19.3 months (ITT population), with nearly 45% of patients surviving 2 years. Treatment was well-tolerated with treatment-related adverse events being mostly grade 1 and grade 2 injection site reactions. Enrollment of stage one of the AVALON phase 2b study (approximately 40 patients) is expected to be completed in Q3 2023. ● We engaged in discussions with experts in the field to determine the best clinical pathway for MVP-S in bladder cancer following the results obtained in the phase 2 “basket” study evaluating MVP-S and intermittent, low-dose CPA in combination with pembrolizumab (KEYTRUDA®) in different solid tumor cancer indications. Favourable clinical outcomes were observed most prominently in metastatic bladder cancer patients. Details on the data observed in the bladder cancer cohort were presented in a late-breaking oral symposium at the American Association for Cancer Research (“AACR”) annual meeting in April 2022. Data showed that five out of 17 patients showed response (2 complete responses (“CRs”) and 3 partial responses (“PRs”) per RECIST v1.1), Notably, these two CRs were from patients who were treated and progressed through prior checkpoint inhibitors. The combination treatment was well-tolerated, with the majority of adverse events being grade 1 or grade 2 and no severe adverse events attributed to MVP-S. ● Progress has been made in the enrollment of two neoadjuvant studies; an investigator-led phase 1b clinical study in women with non-metastatic HR+/HER2- breast cancer evaluating MVP-S with an aromatase inhibitor, and a co-funded phase 1 study in non-muscle invasive bladder cancer (“NMIBC”) which evaluates MVP-S and our second DPX-based product candidate, DPX-SurMAGE, in two separate cohorts. The aim of these neoadjuvant studies is to expand our understanding of the DPX mechanism of action through translational analyses. Translational data from early patients in the breast cancer study were recently presented at the Society for Immunotherapy of Cancer’s (“SITC”) 2022 Annual meeting. In addition, this trial was presented as a ‘Trials in Progress’ poster at the San Antonio Breast Cancer Symposium (“SABCS”) in December 2022. Preliminary translational data from the MVP-S cohort of the NMIBC study is expected in the first half of 2023. 5 Our goal is to continue pushing MVP-S toward registration trials in r/r DLBCL and ovarian cancer, while leveraging our versatile DPX platform to create cancer vaccines that offer meaningful benefit to patients. IMV Inc. is headquartered in Dartmouth, NS and has corporate offices in Cambridge, MA and Quebec, QC. The common shares of the Corporation (the “Common Shares”) are currently listed on the Nasdaq and on the TSX under the symbol “IMV”. OUR DPX® DELIVERY PLATFORM PROVIDES UNIQUE ADVANTAGES Our DPX technology is a unique and patented delivery platform that can incorporate a range of bioactive molecules and is designed to produce targeted, long-lasting immune responses enabled by various formulated components. DPX has a differentiated mechanism of action that educates a coordinated immune response. DPX is a versatile technology for delivery of single or multiple bioactive molecules, including peptides, whole proteins, RNA, DNA, small molecules, and virus-like particles (“VLPs”). We believe that our DPX technology is unique and differentiated from prior, generally unsuccessful cancer vaccine technologies. These prior cancer vaccine efforts were focused on delivering specific cancer antigens in an aqueous or emulsion-based formulation, often requiring co-administration of additional immune stimuli. These historical approaches largely failed to elicit a sufficiently robust, persistent immune response as the antigens packaged in these formulations often leached into surrounding tissue. As a consequence, in these aqueous or emulsion-based formulations, the immune-educating information (i.e. antigens and immune stimuli) interacted inappropriately with both non- immune and immune cells, often even repressing the intended immune responsiveness. Current research suggests4 that an effective cancer vaccine strategy would direct immune-educating cargo specifically into an immune cell subset known as APCs. Recent scientific literature also suggests that the ideal cancer vaccine would provide additional immune stimuli in a single formulation (rather than by co-administration) to activate these APCs to ensure that any given APC would consume and process all of the needed information at once and take that information to the regional, draining lymph nodes where immune responses are typically instigated. IMV’s DPX technology utilizes a novel lipid-in-oil formulation designed to package a wide variety of immune educating cargo into a singular formulation that maintains antigens at the site of injection for prolonged interaction with the immune system. DPX does not leach cargo into surrounding tissues but, rather, directs uptake specifically by APCs, which then traffic the cargo to regional lymph nodes to drive robust and persistent immune responses. In this manner, IMV’s DPX technology is designed to promote a more physiologically effective flow of information through the immune system and, consequently, a more robust immune response than can be elicited by the same antigens packaged in a conventional emulsion. In clinical trials, DPX-based immunotherapy candidates (administered alone and in combination with other agents) have achieved robust, sustained immune responses with infrequent, low-volume injections that have been well tolerated (most commonly Grade 1 or 2 injection site reactions). In the clinic, our lead therapeutic candidate, MVP-S, has been shown to elicit an increase in both T and B cell infiltration into tumors. Results from clinical/translational studies and preclinical models suggesting a distinct role for NK cells, in addition to the previously recognized role for T and B cells, in DPX-mediated immunotherapeutic anti-tumor activity. The poster presented at AACR 2022 is available for viewing on our website5. 4 Sellars et al., 2022; Saxsena et al, 2021 5 https://www.imv-inc.com/the-dpx-platform/scientific-publications-posters. The information contained on or that can be accessed through the Corporation’s website is not a part of or incorporated by reference in this MD&A. 6 We believe our non-aqueous, lipid-in-oil based DPX technology can confer numerous practical advantages, including utilizing fully synthetic excipients in manufacturing as well as the ability to incorporate both hydrophilic and hydrophobic molecules (e.g. antigens and immune stimuli), enabling long-term shelf stability and subcutaneous administration in an outpatient office setting. OUR BUSINESS STRATEGY Cancer is considered one of the most widespread and prevalent diseases globally. According to the 2022 Cancer Facts & Figures released by the American Cancer Society, it is predicted that the global cancer burden will rise to 28 million and the number of cancer deaths to 16.2 million by 2040, solely due to the growth of the aging population. Conventional cancer treatment involves surgery to remove the tumor whenever possible, as well as chemotherapy and radiation. Chemotherapies are widely used, despite their associated toxicities, because they interfere with the ability of cancer cells to proliferate. However, studies have shown that older patients often receive little or no treatment because the benefit of prolonged survival does not outweigh potential adverse effects or the negative impact on quality of life. Also, in all groups of patients, tumors often develop resistance to chemotherapies, thus limiting their efficacy in preventing tumor recurrence. Despite recent advances in some cancer indications, independent sources6 note a high unmet medical need in cancer therapy, noting the median survival rate remains poor. Even though the immune system can prevent or slow cancer growth, cancer cells have numerous mechanisms to evade immune detection and destruction. Cancer immunotherapy is a type of treatment that is designed to activate and leverage a patient’s own immune system to control and eradicate cancer cells. The National Cancer Institute describes several types of immunotherapies, including Immune Checkpoint Inhibitors (“CPIs”) like Merck’s pembrolizumab (KEYTRUDA®), activated T-cell transfer therapies, monoclonal antibodies, treatment vaccines and immune modulators. Although immunotherapy has revolutionized cancer treatment in the last decade, these treatments provide benefit only to a minority of patients and can cause serious side effects, including organ-specific and systemic inflammation. Unfortunately, even patients who initially respond to immunotherapy may relapse and succumb to their disease. 6 Cancer Facts and Figures 2022. American Cancer Society 7 The targeted nature of the therapeutic vaccination as a method of treatment has led to significant investment in this field, however previous efforts in this space have failed to generate clinical benefit. To overcome these clinical failures, the field has focussed on improving the quality of the therapeutic. Many companies have focussed AI and large data investment to improve the probability of success of peptide and mRNA technologies. However, the gap between promising biology and therapeutic benefit remains unclosed. Recent evidence7 suggests it is not the quality of the therapeutic that limits clinical success, but rather the way in which the therapeutic is delivered. Traditionally, cancer vaccines have been emulsified in either an aqueous solution or lipid emulsion. The presumption being that a satisfactory presentation of the target would be enough to generate clinical benefit. As numerous clinical trials have confirmed, this assumption has led to clinical failure. The DPX platform is amongst a set of competitive technologies attempting to bridge the gap to clinical success through targeted delivery. To our knowledge, there is currently only one FDA approved cancer vaccine, Dendreon’s Provenge (sipuleucel-T) for the treatment of prostate cancer. We are leveraging the unique mechanism of action of the DPX platform to create novel immune-educating cancer vaccines, which are designed to induce an immune response that mimics the natural flow of antigens through the immune system. Through the expertise of our teams, the quality of our science and emerging strategic partnerships, our mission is to push the boundaries of our novel immunotherapeutic platform to offer better treatments for patients with solid or hematological cancers. The favorable safety outcomes shown by our lead product candidate, MVP-S, in clinical trials to date encourage us to seek opportunities for combination with other immunotherapies to induce a synergistic activation of a patient’s immune systems against cancer. We are exploring a variety of avenues, including co-development through potential collaborations, strategic partnerships or other transactions with third parties to continue developing new DPX-based immunotherapies. We are also evaluating potential licensing opportunities for our programs outside of immuno-oncology and for other applications of the DPX technology. We may seek additional equity and non-dilutive funding to advance the development of our immune-oncology product candidates and potential new programs. A FOCUS ON IMMUNO-ONCOLOGY IMV owns or is the exclusive licensee of all DPX-based products. Results of research with DPX-based immunotherapies have shown robust and sustained antigen-specific T-cell activity in preclinical tumor models and in humans with advanced cancers. Notably, preclinical and early clinical research indicates that DPX-based immunotherapies can also enlist other immune cell types, including B cells, and NK cells, in the anti-cancer response. IMV’s immune-educating therapies are well tolerated and can readily be combined with other immunotherapeutic approaches, including CPIs. 7 MC Sellar et al. Cancer Vaccines: Building a bridge over troubled waters. Cell 2022 Jul 21: 185(15):2770-2788 - doi: 10.1016/j.cell.2022.06.035. 8 OUR DPX®-BASED IMMUNOTHERAPIES Our Lead Cancer Immunotherapy Candidate: Maveropepimut-S MVP-S is our first DPX-based therapeutic cancer vaccine candidate and is designed to instigate a specific immune response to survivin, a protein commonly overexpressed in many advanced cancers. MVP-S is comprised of five distinct peptides from the survivin protein, a peptide to activate CD4 T “helper” cells (A16L), and an activator of innate immune cells (polydIdC). Together, these components are designed to elicit a robust, persistent induction of survivin-specific CD8 “killer” T cells that patrol the body to seek out and specifically eradicate survivin-expressing cancer cells. Survivin is a well-known tumor-associated antigen (“TAA”) and is overexpressed in most solid and liquid tumors, but rarely in normal, terminally differentiated, adult tissues. Survivin supports tumor growth and metastasis by protecting tumor cells from apoptosis conferring resistance to chemotherapy and radiotherapy. Survivin expression is correlated with tumor aggressiveness and poor prognosis in multiple cancers8. MVP-S has been shown to enhance survivin-specific immune responses in preclinical mouse models when compared with these same survivin-specific peptides administered in an emulsion-based formulation. In the clinic, MVP-S has shown promising clinical activity in different cancer indications whereas Lennerz et al. (2014) described that these same survivin peptides formulated in a conventional emulsion demonstrated limited clinical benefit with no objective responses. These results were presented at the last AACR- NCI-EORTC meeting in September 2021. The presentation is available for viewing on our website9. Ongoing clinical programs are evaluating MVP-S alone and in combination with intermittent, low dose cyclophosphamide and anti-cancer drugs in patients with advanced DLBCL, ovarian cancer, breast cancer, and other solid tumors. Treatment is administered subcutaneously in very low doses approximately once every two months, which is designed to drive a persistent immune attack. In certain clinical trials, IMV is exploring the activity of MVP-S, with and without intermittent oral, low-dose CPA used as an immune-modulator. Conventional chemotherapeutic drugs are traditionally used for their cytotoxic effect on tumors, but CPA can also be used at lower doses to potentiate the activity of other immunotherapies without inducing significant cytotoxicity. Several studies have demonstrated that low-dose regimens of CPA can have multiple beneficial effects for T cell therapies, including reduced T regulatory cell numbers and increased effector T cells (Hugues et al, Immunology. 2018). In phase 1 clinical studies, IMV has demonstrated that patients receiving intermittent low-dose oral CPA and MVP-S show increased polyfunctional, survivin-specific T cells when compared to patients treated only with MVP-S (Weir et Al, AACR, 2016). Orphan Drug Status The Corporation announced, in November 2016, that the European Medicines Agency (“EMA”) had granted orphan drug designation status to IMV’s MVP-S in ovarian cancer. In July 2015, the FDA also granted orphan drug status to MVP-S for the treatment of ovarian cancer. This designation is valid for all applications of MVP-S in ovarian cancer without restriction to a specific stage of disease. Clinical programs with MVP-S The clinical development of our lead compound, MVP-S, is focused on exploring its therapeutic potential in stage-gated clinical trials, with the goal of advancing MVP-S toward registration trials based on observed clinical signals in each stage. DLBCL – VITALIZE phase 2b clinical trial (IMV-sponsored) According to GlobalData: DLBCL, Competitive Landscape 2021, Diffuse Large B Cell Lymphoma is the most common and aggressive form of Non-Hodgkin Lymphoma (“NHL”) accounting for 30%-40% of all cases of adult NHL. With 27,000 new DLBCL cases per year in the United States, this blood cancer represents a high unmet medical need. Patients with aggressive 8 Virrey JJ et al. Increased survivin expression confers chemoresistance to tumor-associated endothelial cells. The American journal of pathology. 2008;173(2):575-585. 9 https://www.imv-inc.com/the-dpx-platform/scientific-publications-posters. The information contained on, or that can be accessed through the Corporation’s website is not a part of or incorporated by reference in this MD&A. 9 NHLs such as DLBCL can generally expect low median survival rates (median overall survival is 4.4 months for patients who fail salvage regimens). The prognosis of patients with r/r DLBCL is poor, and clinical, economic, and logistical barriers limit access to potentially curative therapies. Only about 50% of r/r DLBCL patients respond to salvage chemotherapy and are thus eligible for autologous stem cell transplant (“ASCT”) in the 2nd line setting10. Utilization of CAR T-cell therapies is limited by high cost, payer denials, cumbersome logistics, toxicity, and patient proximity to a specialized center11 and is only available to patients in certain countries. While new therapy options in the relapsed/refractory setting are becoming available for patients with DLBCL, there remains an unmet need for these patients in later lines of therapy, with 60% or less of third- line eligible patients initiating systemic treatments in both the US and Western Europe10. Survivin overexpression is common in DLBCL and is associated with advanced clinical stage, high-risk International Prognostic Index scores, bone marrow involvement, and short overall survival, suggesting that immunotherapy incorporating MVP-S may be appropriate in DLBCL12. In our clinical trials, we evaluate r/r DLBCL patients who have received at least two prior lines of systemic therapy and who are ineligible or have failed ASCT or CAR-T therapy. Based on 2024 projections from the 2019 Data Monitor Syndicated Report, it is estimated that there are 9,500 patients in the US eligible for a third line of treatment or who are not eligible for stem cell transplantation or cell therapy. The now completed SPiReL phase 2 study evaluated a combination of MVP-S with pembrolizumab (KEYTRUDA®13) and intermittent, low-dose CPA in r/r DLBCL (ClinicalTrials.gov Identifier: NCT03349450). The treatment regimen was well-tolerated (population median age: 75 years) and demonstrated encouraging clinical outcomes, particularly in patients whose tumors express the PD-L1 biomarker. Among the 8 patients with tumor PD-L1 expression, the ORR based on Cheson criteria was 75% (compared with PD-L1-negative patients [n=11], 0%) suggesting that PD-L1 positivity may identify patients most likely to respond to this combination immunotherapy candidate. Presence of immune cells observed in the tumor before and during treatment was associated with tumor response. Survivin-specific T cells responses were observed during treatment and also associated with tumor response. More details can be found on the Scientific Publications & Posters section of our website (SITC November 2020 and ASH December 2020) for presentations given by Dr. Neil Berinstein, Hematologist/Oncologist at the Sunnybrook Health Science Center in Toronto and principal investigator of the SPiReL study. In mid 2021, to further evaluate the results observed in the SPiReL study, we initiated the VITALIZE study, a company-sponsored, multi-centre phase 2b trial in patients with r/r DLBCL. The VITALIZE phase 2b trial is an open-label, randomized, parallel group, Simon two-stage study designed to assess the combination of MVP-S and pembrolizumab with (arm 1) or without intermittent, low-dose CPA (arm 2). In the first stage of this study, our lead compound is being evaluated in up to 30 subjects (two arms of 15), with r/r DLBCL who have received at least two prior lines of systemic therapy and who are ineligible or have failed ASCT or CAR-T therapy (ClinicalTrials.gov Identifier: NCT04920617). The primary endpoint is ORR, centrally evaluated per Lugano (2014) and measured by the number of subjects per arm achieving a best response of partial or complete response during the 2-year treatment period. All subjects will be evaluated for their baseline PD-L1 expression with the goal to further evaluate the SPiReL data that highlighted PD-L1 as a possible predictive biomarker for the combination therapy. Dr. Matthew J. Matasar, Chief of Blood Disorders at the Rutgers Cancer Institute of New Jersey, and formerly Section Head for Aggressive B-cell Lymphoma at Memorial Sloan Kettering Cancer Center, is the lead principal investigator of the VITALIZE study. 10 Vardhana SA et al. Outcomes of primary refractory diffuse large B-cell lymphoma (DLBCL) treated with salvage chemotherapy and intention to transplant in the rituximab era. British journal of haematology. 2017;176(4):591-599. 11 Gajra A. et al. Perceptions of community hematologists/oncologists on barriers to chimeric antigen receptor T-cell therapy for the treatment of diffuse large B-cell lymphoma. Immunotherapy. 2020;12(10):725-732. 12 Zhang Y, Wang J, Sui X, et al. Prognostic and Clinicopathological Value of Survivin in Diffuse Large B-cell Lymphoma: A Meta-Analysis. Medicine. 2015;94(36):e1432. 13 KEYTRUDA® is a registered trademark of Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ, USA. Pembrolizumab is a highly selective humanized monoclonal IgG4 antibody directed against the PD-1 receptor on the cell surface. The drug blocks the PD-1 receptor, preventing binding and activation of PD- L1 and PD-L2. This mechanism causes the activation of T-cell mediated immune responses against tumor cells, which is complementary to MVP-S’ mechanism of action. 10 In January 2022, we announced that a first patient in the VITALIZE phase 2B clinical trial with r/r DLBCL received treatment with MVP-S in combination with pembrolizumab and low dose intermittent CPA. Exploratory endpoints include cell mediated immune response, tumor immune cell infiltration, and biomarker analyses. Key initial findings announced in February 2023 from the ongoing VITALIZE trial included: ● 8 Patients with an ECOG14 score of 0-1 have been enrolled in arm 1 of the study. Of these, 6 have so far been evaluable for efficacy; ● Of these 6 evaluable patients, 3 patients showed confirmed complete responses, 1 patient was assessed with stable disease as best response and 2 patients were assessed with progressive disease as best response; and ● 2 patients with poor level of baseline functionality (ECOG ≥ 2) failed to stay on study through to the first scan and therefore could not be evaluated. Enrollment of the full stage one (30 patients) is expected to be complete in Q2 2023 and we will communicate the totality of response rate for stage one when the data are available for definitive assessment. During the year ended December 31, 2022, IMV has spent $5.9 million related to this phase 2b study, compared to a forecast of $6 million. We anticipate that, in addition to general clinical department expenses, which are distributed amongst the various clinical projects, the costs to complete the first stage of this trial (up to 30 patients) are now estimated at $12-14 million due to an increase in clinical research organization fees associated with expansion into additional countries in order to accelerate enrollment. We anticipate $5-6 million is estimated to be spent on this study in 2023. Ovarian Cancer – AVALON phase 2B in patients with platinum-resistant ovarian cancer (IMV-sponsored) Globally, ovarian cancer is the seventh most diagnosed cancer among women and a leading cause of mortality among all gynecological cancers (Global Data: Ovarian Cancer Opportunity Analysis and Forecast to 2028). According to Globocan 2021, on a worldwide basis, 314,000 women are diagnosed and there are 207,000 ovarian cancer related deaths each year with a median age of 63 at diagnosis. Almost all patients eventually become resistant to platinum-based therapy and 70% of patients relapse within three years. The standard of care for recurrent platinum resistant ovarian cancer is single agent chemotherapy (doxorubicin, paclitaxel or topotecan). These treatments have a 10-12% objective response rate, a three-to-four-month median progression free survival and a median overall survival of 10-12 months. Accordingly, the overall prognosis for ovarian cancer still remains poor with multiple areas of high unmet need. It should be noted that the first antibody drug conjugate to treat a sub population of platinum resistant ovarian cancer patients received FDA approval under accelerated approval in November 2022. To our knowledge, there have been no other new therapies approved by the FDA for this indication since 2014 and there are no approved immunotherapies for ovarian cancer. Survivin is overexpressed in about 50% of stage I/II and up to 100% of stage III/IV ovarian cancers but is not expressed in normal ovarian tissue. Survivin positivity increases with histological Grade (Grade 1/2, 50% vs Grade 3, 76%) and is associated with reduced overall survival15. In 2021, we completed the DeCidE1 phase 2 trial which evaluated safety and effectiveness of MVP-S, with intermittent, low-dose CPA. This trial enrolled patients with advanced, platinum-sensitive, resistant and refractory ovarian cancer. 12 patients had received 3 or more lines of prior therapy. In this trial, we observed a median overall survival of 19.3 months (ITT population), with a 45% overall survival rate at 23.8 months. Favourable long-term clinical outcomes were evident in patients with platinum- sensitive, resistant and refractory disease. Survivin-specific T-cell responses were observed in 87% of patients. Translational analyses revealed an increase from baseline in unique, survivin-specific T-cell clones in on-treatment tumor samples. Pre-treatment T-cell infiltration was associated with tumor regression. Enriched B-cell infiltration was also detected in on-treatment tumor samples, especially in patients who showed tumor reduction. Furthermore, antibodies to all 5 survivin-derived peptides were detected in plasma samples and were more prominent in patients with tumor shrinkage. 14 ECOG is a measure of patient functionality and is measured according to a standardized measure ranging from 0-5. Oken et al., Toxicity and response criteria of the Eastern Cooperative Oncology Group. Am J Clin Oncol. 1982 Dec;5(6):649-655. PMID: 7165009 15 Gąsowska-Bajger B, Gąsowska-Bodnar A, Knapp P, Bodnar L. Prognostic Significance of Survivin Expression in Patients with Ovarian Carcinoma: A Meta-Analysis. Journal of clinical medicine. 2021;10(4). 11 Treatment with MVP-S and low-dose CPA was well-tolerated. Consistent with previous studies, treatment-related AEs were common in DeCidE1 and were predominantly Grade 1/2 injection site reactions. The most common treatment-related systemic AE was Grade 1 fatigue. In mid-2022, we initiated the AVALON phase 2b study to further evaluate the favorable clinical outcomes observed in the DeCidE1 trial. The AVALON study is an open label, company-sponsored phase 2b, single arm trial evaluating the efficacy and safety of MVP-S and intermittent low-dose CPA in patients with platinum-resistant ovarian cancer. The study is a Simon two-stage design where up to 41 subjects will be evaluated in stage one, with the option to expand to up to a total of 73 patients in stage two. Patients participating in the trial will receive two doses of subcutaneous MVP-S at study days 7 and 28, followed by an MVP-S dose once every eight weeks, plus low-dose oral CPA on a repeating cycle of one week on/one week off. (ClinicalTrials.gov Identifier: NCT05243524). The primary endpoint is ORR, evaluated per RECIST v1.1 criteria. Secondary outcome measures include ORR per iRECIST criteria, duration of response (“DOR”), disease control rate (“DCR”), time to progression (“TTP”), progression free survival (“PFS”), overall survival (“OS”) and safety exploratory endpoints include analyses of PBMC/plasma samples and biopsies. In August 2022, we announced that the first patient was dosed with MVP-S in this study. We expect the completion of stage 1 enrollment during Q3 2023. Oliver Dorigo, M.D., Ph.D., Director and Associate Professor of Obstetrics and Gynecology, Stanford University is the lead principal investigator of the AVALON study. In addition to general clinical department expenses, which are distributed amongst the various clinical projects, the total cost to complete the first stage of the AVALON phase 2b ovarian study is now estimated at $5-6 million as a result of expansion of the trial into additional countries. During the year ended December 31, 2022, IMV has spent $0.7 million related to the AVALON trial and expects to spend $4-5 million in 2023. Phase 2 basket trial in multiple solid tumor indications (IMV-sponsored) In December 2021, IMV announced the completion of enrollment in the phase 2 basket trial in collaboration with Merck. This study was designed to identify and select the best solid tumor opportunities for the combination of IMV’s MVP-S/CPA with Merck’s anti PD-1 checkpoint inhibitor pembrolizumab (KEYTRUDA®). The basket study was an open-label, multi-center study to evaluate the safety and efficacy of the immunotherapeutic combination in patients with bladder, liver (hepatocellular carcinoma), ovarian, or non-small cell lung (“NSCLC”) cancers, as well as tumors shown to be positive for the MSI-H biomarker. Recruitment in the five indications followed a Simon two-stage design and each indication had prespecified success thresholds defined by the expected effect of pembrolizumab (KEYTRUDA®) as a monotherapy agent in that indication. Though favorable clinical outcomes were observed across all tumor cohorts, data from the metastatic bladder cohort were most pronounced. Complete responses, partial responses, and stable disease outcomes were observed in advanced or metastatic bladder cancer patients, including in patients who had received prior immune checkpoint inhibitor therapy. In April 2022, in a mini-symposium at the annual meeting of the AACR, Dr. Jeremy Graff presented results from the seventeen stage 1 patients with advanced, metastatic bladder cancer. Patients had received a median of two prior lines of therapy and were treated with the combination of MVP-S, intermittent, low-dose CPA and pembrolizumab. Key findings in this cohort included: Treatment with MVP-S/CPA and pembrolizumab was well tolerated with mostly grade 1-2 injection site reactions, and no severe adverse events attributed to MVP-S; ● Of the 17 treated patients, 5 showed response: 2 confirmed CRs and 3 PRs per RECIST v1.1, ● CRs and PRs were observed in some patients who had progressed through prior immune checkpoint inhibitor therapy and ● Survivin-specific T cells were most evident in patients with the most favorable clinical outcomes. Based on the observed clinical responses in the bladder cohort, the Corporation has conducted discussions with experts in the field to determine the optimal clinical path for MVP-S in bladder cancer and further clinical development is on hold until we secure additional funding, which cannot be assured. During the year ended December 31, 2022, IMV spent $2.2 million on the phase 2 basket trial. We anticipate that, in addition to general clinical department expenses, which are distributed amongst the various clinical projects, total costs to complete this trial are estimated at $17 million, of which $16.4 million has been spent to date and a total of $0.6 million is estimated to be spent on remaining close out costs in 2023. 12 Hormone receptor positive/HER2-negative (HR+/HER2-) Breast Cancer (investigator-sponsored) Our lead compound, MVP-S is being investigated in patients with HR+/HER2- breast cancer. HR+/HER2- tumors represent an unmet clinical need with relatively poor responses to neoadjuvant endocrine treatment16. According to the National Cancer Institute, Hormone Receptive (HR+) and HER2 negative (HER2-) is the most common form of breast cancer representing approximately 70% of all cases. Investigators at the Providence Cancer Institute have identified survivin upregulation in patients who do not respond to aromatase treatment. Therefore, targeting survivin with MVP-S in this population may represent a promising therapeutic approach which is being evaluated in this Phase 1B clinical study conducted at the Providence Cancer Institute. This three-arm phase 1b trial is designed to assess the combination of MVP-S plus standard-of-care aromatase inhibitor with/without radiotherapy or intermittent, low-dose CPA prior to surgery. Across the three arms of this study, our lead compound is being evaluated for the first time as a neoadjuvant in 18 subjects with resectable, non-metastatic HR+/HER2- breast cancer. The primary objective is to evaluate the safety and immunogenicity of the neoadjuvant combination of MVP-S with the aromatase inhibitor, with/without radiation, or low-dose CPA in each arm. Survivin-specific T cells in the resected tumor will be evaluated as a secondary objective. Translational studies will be conducted as exploratory analyses to characterize the MVP-S mechanism of action in the tumor and the tumor microenvironment. All intellectual rights from this study will remain the property of the Corporation. Translational data from early patients were recently presented at the SITC 2022 Annual meeting and a trial in progress poster was presented at SABCS in December 2022. Additional results will be provided when available from the investigators. IMV anticipates that, in addition to general clinical department expenses, which are distributed amongst the various clinical projects, $0.6 million is currently estimated to be spent by IMV for our share of the trial, of which $0.2 million has been spent to date in 2022 and $0.3 million expected to be spent in 2023. Ovarian Cancer phase 2 PESCO clinical trial (investigator-sponsored) University Health Network’s (“UHN”) Princess Margaret Cancer Centre is conducting a phase 2 non-randomized, open-label trial designed to evaluate the potential anti-tumor activity of the combination of Merck’s pembrolizumab (KEYTRUDA®), MVP-S and intermittent, low-dose CPA in patients with advanced, epithelial ovarian cancer. The study’s primary objective is to assess overall response rate. Secondary study objectives include progression free survival rate, overall survival rate, and potential side effects, over a five-year period. Results were presented by the investigator on the dose escalation and expansion cohorts at the annual ASCO meeting in June 2022. The Corporation will assess next steps with the UHN based on results provided by the investigators. During the year ended December 31, 2022, IMV has spent $0.09 million on this study, which represents payment of the final milestone due to investigators for this trial. There are no other material costs anticipated for this study. 16 Schettini, Francesco et al. “Endocrine-Based Treatments in Clinically-Relevant Subgroups of Hormone Receptor-Positive/HER2-Negative Metastatic Breast Cancer: Systematic Review and Meta-Analysis.” Cancers vol. 13,6 1458. 22 Mar. 2021. 13 Our Dual-Targeted Cancer Immunotherapy: DPX-SurMAGE Our second immunotherapy candidate, DPX-SurMAGE, is designed to leverage the versatility of the DPX platform to package antigenic peptides for both the survivin and MAGE-A9 cancer proteins in one formulation to elicit immune responses to these two distinct cancer antigens simultaneously. MAGE protein family member, A9 (MAGE- A9), is frequently expressed in various human cancers including bladder, lung, and kidney. MAGE-A9 peptides will be combined with selected immunogenic peptides from the survivin protein (also in MVP-S) to form a dual targeted immune-educating therapy. We believe that targeting MAGE-A9 and survivin peptides presented on the surface of cancer cells may provide a more diverse and effective DPX-based cancer immunotherapy. In 2022, IMV began a phase 1 clinical study to evaluate MVP-S and DPX-SurMAGE in separate cohorts of patients with NMIBC. The first patient was dosed with MVP-S in April 2022 and with DPX-SurMAGE in January 2023. Early results with the MVP-S cohort are expected to be presented during the first half of 2023. Despite the entry of immunotherapy agents into the bladder cancer market, including the promising checkpoint inhibitors, there remains significant unmet need across bladder cancer settings17,18. There are abundant opportunities for drug development for early-stage disease, as well as for patients who do not respond to or relapse following, treatment with an immune checkpoint inhibitor. Bladder cancer is a common cancer worldwide that occurs when there is uncontrolled cell growth in the bladder lining, most commonly in urothelial cells (Antoni et al., 2017; ASCO, 2019). This research is conducted in collaboration with CQDM, a Canadian bioresearch consortium, that awarded a grant for a collaboration among IMV, Centre de recherche du CHU de Quebec-Universite Laval (“CHU”) and La Fondation du CHU de Quebec (“FCHUQc”). The collaboration is receiving a grant from the CQDM and from the FCHUQc, to develop this novel dual target T cell therapy for an initial clinical application in bladder cancer. During the year ended December 31, 2022, IMV spent $1.4 million on the DPX- SurMAGE and MVP-S NMIBC studies. We anticipate that, in addition to general clinical department expenses, which are distributed amongst the various projects, IMV’s share of total costs to complete this trial is now estimated at $2.1 million due to extension of the collaboration with CQDM and FCHUQc, of which $1.9 million has been spent to date and the remaining $0.2 million is estimated to be spent in 2023. Other collaborations in oncology From time to time, IMV enters into collaborations with partners to evaluate the use of the DPX platform with other products in oncology. COVID-19 Impact on Clinical Programs The COVID-19 pandemic crisis impacted clinical activities across the industry which is continuing due to the pressure placed on the healthcare systems as well as governmental and institutional restrictions. IMV’s clinical team continues to work closely with each clinical site and its CROs on contingency plans to ensure that patient safety and the integrity of data is maintained. IMV is following the guidance issued by the FDA: “FDA Guidance on Conduct of Clinical Trials of Medical Products during COVID-19 Pandemic Guidance for Industry, Investigators, and Institutional Review Boards”. Additionally, the IMV team continues to monitor updated institutional, regional and national guidance to fully comply with applicable guidelines as they are issued. It is noted that many clinical sites are experiencing staffing shortages and as a result, have decreased clinical trial 17 Fisher et al. Treatment patterns and outcomes in metastatic bladder cancer in community oncology settings. J Clin Oncol. 2017;35, no. 6_suppl:396-396 18 Campi et al. Unmet Clinical Needs and Future Perspectives in Non–muscle-invasive Bladder Cancer. Eur Urol Focus. 2018:4:472-480. 14 activities, while other, less impacted sites, have continued activities as planned. Patients are encouraged to comply with directives from public health officials and, subject to such compliance, attend visits as planned or to discuss alternatives with their physician. The current activities performed at central labs to assess the eligibility of patients and the management of clinical samples has not been impacted to date, and IMV is working with its vendors to ensure continuity of activities. Drug supply has not been impacted to date and IMV has been developing contingency plans to address supply of drugs to all clinical sites in the event of future transportation or other constraints. EXPLORING THE BOUNDARIES OF OUR DPX PLATFORM We leveraged the unique mechanism of action of our DPX delivery platform to create peptide vaccine candidates that are designed to generate a sustained and targeted B cell immune response (antibodies) with the potential to prevent infections by viruses. We have previously demonstrated the flexibility of DPX through the development of two DPX-based vaccine candidates against infectious diseases, DPX-RSV and DPX-COVID-19, that have shown generation of a targeted and sustained B cell response in a phase 1 trial and preclinical studies, respectively. We are continuously exploring the boundaries of our DPX delivery platform, and we are testing different bioactive molecules beyond peptide antigens. These collaborations are exploratory in nature and the Corporation expects to disclose evaluations or other results only when those are made available to IMV by each of its collaborators. In 2021, we entered into a collaboration with Medicago Inc., a biopharmaceutical company that developed VLPs against infectious diseases. The collaboration evaluated Medicago’s VLPs encapsulated in IMV’s DPX technology and reflected IMV’s strategic shift in focus to seek licensing opportunities for its DPX platform in indications outside of immuno-oncology. On February 3, 2023, The Mitsubishi Chemical Group announced its decision to cease all its operations at Medicago in Canada and the United States, terminating this ongoing collaboration as a result. INTELLECTUAL PROPERTY The Corporation strives to protect its intellectual property in established and emerging markets around the world. The Corporation’s intellectual property portfolio relating to its vaccine platform technology includes 22 patent families containing 66 issued patents and 77 pending patent applications in 12 jurisdictions (including applications filed and/or patents granted in the United States, Europe, Canada, Australia, Japan, India, Israel, Singapore, Brazil, Taiwan, China and separately Hong Kong). The Corporation’s patents and applications cover specific DPX compositions with broad utility for infectious diseases and cancer applications, as well as methods of manufacture and other applications of the platform technology. These patents, together with the pending applications if allowed, extend patent protection for some or all DPX- based compositions and/or uses thereof approximately up to the year 2041. More details on the Corporation’s intellectual property strategy and patents can be found in Form 20-F filed with the U.S. Securities and Exchange Commission, which is also filed on SEDAR at www.sedar.com. Trademark protection for the platform name DPX has been registered in the United States and Canada. RECENT AND QUARTERLY DEVELOPMENTS The Corporation announced: ● On March 16, 2023, that Stonegate Healthcare Partners L.L.C., have been engaged to explore strategic alternatives. ● On February 13, 2023, positive preliminary data from the VITALIZE Phase 2B trial evaluating its lead DPX product, MVP-S in combination with pembrolizumab in patients with r/r DLBCL. Key initial findings from the ongoing VITALIZE trial included: o 8 Patients with an ECOG score of 0-1 have been enrolled in arm 1 of the study. Of these, 6 have so far been evaluable for efficacy; 15 o Of these 6 evaluable patients, 3 patients showed confirmed complete responses, 1 patient was assessed with stable disease as best response and 2 patients were assessed with progressive disease as best response; and o 2 patients with poor level of baseline functionality (ECOG ≥ 2) failed to stay on study through to the first scan and therefore could not be evaluated. Enrollment of stage one is expected to be complete in Q2 2023 and stage one response rate will be communicated when the totality data are available for definitive assessment. ● On January 9, 2023, Shabnam Kazmi was appointed to join IMV’s Board of Directors. Ms. Kazmi currently serves as the CEO of Asellus Ventures, a healthcare advisory and investment firm. Ms. Kazmi’s appointment follows the decision of Ms. Julia P. Gregory who had served on IMV’s Board of Directors since June 2018, to retire from the Board of Directors. ● On December 20, 2022, the closing of a public offering (the “December 2022 Offering”) for the sale of an aggregate of 3,448,276 common shares and warrants to purchase up to an aggregate of 3,448,276 common shares at a purchase price of US$2.61 per common share (or common share equivalent) and accompanying Warrant priced at-the-market under the Nasdaq rules (the “Warrants”). The Warrants have an exercise price of US$2.50 per share, are exercisable immediately, and will expire five years following their date of issuance. The gross proceeds from the December 2022 Offering to IMV, before deducting placement agent commissions and other offering expenses and excluding any proceeds that may be received upon exercise of the Warrants, were approximately US$9 million. ● On December 7, 2022, the Corporation implemented a 1-for-10 share consolidation that was approved by its shareholders. The share consolidation was primarily intended to bring the Corporation into compliance with the minimum required closing bid price for continued listing on Nasdaq. The Corporation’s common shares commenced trading on the TSX and Nasdaq on a post-consolidation basis on December 13, 2022. There were 82,369,960 common shares issued and outstanding before the consolidation, and it was expected that there would be 8,236,996 common shares issued and outstanding following the consolidation, subject to rounding for any fractional shares. No fractional shares were issued as a result of the share consolidation. Fractional interests were rounded down to the nearest whole share. ● On November 25, 2022, the Corporation received a notification letter from the Listing Qualifications Department of the Nasdaq indicating that the Market Value of Listed Securities (“MVLS”) for the last 30 consecutive business days was below the required minimum of US$35 million for continued listing on Nasdaq under Nasdaq Listing Rule 5550(b)(2). The notification letter is only a notification of deficiency and has no immediate effect on the listing or trading of IMV’s common shares. The Corporation has been provided with a compliance period of 180 calendar days, or until May 22, 2023, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C). If at any time before May 22, 2023, the Corporation’s MVLS closes at or above US$35 million for a minimum of ten consecutive business days, Nasdaq will provide written notification that the Corporation has achieved compliance under the MVLS requirement, and the matter will be closed. In the event the Corporation does not regain compliance by May 22, 2023, the Corporation may face delisting. ● On September 15, 2022, a strategic reorganization to reduce its workforce by approximately one third. The Corporation will focus resources on ongoing MVP-S clinical programs in immuno-oncology (IO), most notably the Phase 2B trials VITALIZE (in relapsed/ refractory DLBCL) and AVALON (in advanced, metastatic ovarian cancer). The Corporation continues to invest in its DPX platform and to leverage this novel technology to drive key strategic partnerships. ● On September 15, 2022, Dr. Saman Maleki was appointed to join IMV’s Board of Directors. Dr. Maleki is an Assistant Professor of Oncology, Pathology & Laboratory Medicine, and Medical Biophysics at Western University. Dr. Maleki replaced Brittany Davison on the Board of Directors. Brittany Davison was promoted to Chief Accounting Officer from her previous role as Senior Vice President, Finance. ● On August 5, 2022, that in order to maintain the remainder of its at-the-market (“October 2020 ATM”) facility, the Corporation re-entered into an equity-distribution agreement dated August 4, 2022 with Piper Sandler pursuant to which the Corporation may from time to time sell through “at-the-market” offerings, with Piper Sandler acting as sales agent, on the Nasdaq such number of common shares that have an aggregate offering price of up to US$50 million under the ATM Prospectus Supplement. This was filed as a result of the underlying Canadian final base shelf prospectus expiring on July 25, 2022. 16 ● On July 8, 2022, the Corporation received a letter from the Listing Qualifications Department of the Nasdaq indicating that, based upon the closing bid price of the Common Shares for the 30 consecutive business day period between May 23, 2022, through July 6, 2022, IMV did not meet the minimum bid price of US$1.00 per share required for continued listing on Nasdaq (the “Minimum Bid Price Requirement”). This notice had no immediate effect on the Corporation’s business operations or listing of the Common Shares on the Nasdaq. Following the share consolidation described above on December 7, 2022, Nasdaq provided written notification on December 28, 2022 that the Corporation achieved compliance under the Minimum Bid Price Requirement, and this matter was closed. ● On June 22, 2022, the drawdown of the remaining US$10 million available under the Corporation’s existing US$25 million debt facility with Horizon Technology Finance Corporation (“Horizon”). This drawdown was made available as the Corporation achieved a predetermined milestone following site activation in its phase 2b AVALON trial. AVALON is a phase 2B, single arm trial evaluating MVP-S and intermittent, low-dose CPA in subjects with platinum-resistant ovarian cancer. The goal of this trial is to further evaluate the data observed in our phase 2 DeCidE trial. This study dosed its first patient in August 2022. ● On April 22, 2022, the appointment of existing director, Michael P. Bailey to Chairman of the Board, effective May 1, 2022. ● On April 8, 2022, safety and preliminary efficacy data of the combination of the Corporation’s lead product candidate, MVP-S, with pembrolizumab from a phase 2 basket study of patients with advanced, metastatic bladder cancer. Data was presented at a late-breaking oral symposium at AACR on April 12, 2022. The preliminary results suggest that IMV’s therapy may provide a well-tolerated therapeutic alternative for advanced, metastatic bladder cancer patients in need of new treatment options: o Five out of 17 subjects showed response (2 confirmed CRs and 3 PRs per RECIST v1.1); o CRs and PRs were observed in some patients who had progressed through prior immune checkpoint inhibitor therapy; o Survivin-specific T cells were most evident in patients with the most favorable clinical outcomes; and o The combination treatment was well-tolerated, with the majority of adverse events being grade 1 or grade 2. ● On March 31, 2022, Pierre Labbé, the Corporation’s former Chief Financial Officer, announced his retirement from the Corporation. Mr. Labbé continued to consult with IMV until the end of the third quarter to support the transition of his functions. ● On March 17, 2022, preparation to initiate AVALON, a phase 2B, single arm trial evaluating MVP-S and intermittent low-dose CPA in subjects with platinum-resistant ovarian cancer is ongoing. The goal of this trial is to further evaluate the data observed in our phase 2 DeCidE trial. ● On January 12, 2022, the first patient dosed in the VITALIZE phase 2B clinical trial. VITALIZE will further evaluate the therapeutic potential of IMV’s lead compound, MVP-S, in combination with Merck’s anti-PD-1 therapy, pembrolizumab and intermittent, low-dose CPA, in patients with r/r DLBCL. ● On January 1, 2022, Andrew Hall was appointed Chief Executive Officer as well as appointed as a Director of the Corporation. 17 SELECTED FINANCIAL INFORMATION The selected statements of loss and comprehensive loss data for the periods presented, and the selected statement of financial position data as of the dates presented are derived from the audited annual consolidated financial statements. The selected historical financial data below should be read in conjunction with the financial statements and related notes and the sections titled “Components of Operations Overview” and “Results of Operations” appearing elsewhere in this report. As of, December 31, 2022 December 31, 2021 Statements of financial position data: (in thousands of US dollars) Cash and cash equivalents $ 21,223 $ 38,616 Working capital (1) 18,168 37,127 Total assets 31,348 50,121 Total liabilities 37,950 28,579 Accumulated deficit (192,911) (154,920) Total shareholder’s equity (deficiency) (6,602) 21,542 (1) Working capital is defined as current assets less current liabilities. See financial statements for further details regarding current assets and current liabilities. Year ended December 31, 2022 2021 2020 (in thousands of US dollars, except share and per share amounts) Statements of loss and comprehensive loss data: Revenue Interest income 329 188 225 Total revenue Operating Expenses Research and development 23,281 23,080 19,904 General and administrative 16,986 16,020 11,344 Government assistance (1,775) (3,230) (4,991) Accreted interest and valuation adjustments (172) 907 27 Total operating expenses 38,320 36,777 26,284 Currency translation adjustment - - 2,660 Total comprehensive loss for the period $ (37,991) $ (36,589) $ (23,399) Basic and diluted loss per share (4.55) (4.93) (3.88) COMPONENTS OF OPERATIONS OVERVIEW Revenue The Corporation has no products approved for commercial sale and has not generated any revenue from product sales. Revenue in all periods presented consists primarily of income earned on cash balances held at a commercial bank. Operating Expenses Research and development expenses To date, the Corporation’s research and development expenses have related primarily to discovery efforts and preclinical manufacturing and clinical development of its product candidates. The most significant research and development expenses for the year relate to costs incurred for the development of the Corporation’s most advanced product candidate, MVP-S ● Expenses incurred under agreements with CROs, as well as investigative sites and consultants that conduct clinical trials, preclinical studies and other scientific development services; ● Costs related to the production and scale-up of clinical materials, including fees paid to contract manufacturers; 18 ● Employee-related expenses, including salaries, related benefits, travel and share-based compensation expense for employees engaged in research and development functions; ● Expenses incurred for outsourced professional scientific and regulatory development services; ● Laboratory materials and supplies used to support research activities; and ● Facilities and other expenses, which includes depreciation on laboratory equipment. The Corporation expenses all research and development costs in the periods in which they are incurred. The Corporation accrues for costs incurred as the services are being provided by monitoring the status of projects and the invoices received from its external service providers. Accruals are adjusted as actual costs become known. Where contingent milestone payments are due to third parties under research and development arrangements or license agreements, the milestone payment obligations are expensed when the milestone results are achieved. Research and development activities are central to IMV’s business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-staged clinical trials. The Corporation expects that research and development expenses will increase substantially over the next few years as it increases personnel, advances manufacturing processes, initiates and conducts additional clinical trials and prepares regulatory filings related to its product candidates. The Corporation also expects to incur increased research and development expenses as it selectively identifies and develops additional product candidates. However, it is difficult to determine with certainty the duration and completion costs of current or future preclinical programs and clinical trials of product candidates. The duration and timing of clinical trials and development of the Corporation’s product candidates will depend on a variety of factors that include, but are not limited to, the following: ● The scope, progress, outcome and costs of clinical trials and other research and development activities, including establishing an appropriate safety profile with IND- directed studies; ● Patient enrollment, discontinuation rates, per patient trial costs and number and location of clinical trial sites in clinical trials; ● The ability of the Corporation’s clinical partners and sponsors for investigator-sponsored trials to manage clinical trials; ● Establishing commercial manufacturing capabilities or making arrangements with third party manufacturers; ● Timing, receipt and terms of any marketing approvals from applicable regulatory authorities; ● Obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights; ● Significant and changing government regulation; and ● Significant competition and rapidly changing technologies within the biopharmaceutical industry. The probability of success for each product candidate is highly uncertain. The Corporation will determine which programs to pursue and what resources to allocate to each program in response to the scientific and clinical success of each product candidate as well as an assessment of each product candidate’s commercial potential. Further, because IMV’s product candidates are still in clinical development, the Corporation cannot estimate the actual amounts necessary to successfully complete the development and commercialization of product candidates or whether, or when, it may achieve profitability. General and administrative General and administrative expenses consist primarily of salaries and other staff-related costs, including share-based compensation expense for personnel in executive, finance, human resources, project management, business development, investor relations and administrative functions. General and administrative expenses also include, but are not limited to, facilities and overhead costs, legal fees related to corporate, securities and patent matters, investor relations costs, insurance and professional fees for assurance, taxation, information technology communications and human resources matters. General and administrative costs are expensed as incurred and the Corporation accrues for services provided by third parties related to the above expenses by monitoring the status of services provided and receiving estimates from its service providers, adjusting accruals as actual costs become known. The Corporation expects that its general and administration expenses will increase in the future as it increases personnel to support the continued development of its product candidates. The Corporation has experienced and expects to continue to experience, increased expense associated with being a Nasdaq listed company including increased accounting, audit, legal, regulatory and compliance costs, director and officer insurance premiums, as well as higher investor relations and public relations costs. 19 Government assistance Government assistance consists primarily of research and development investment tax credits awarded through the Canada Revenue Agency’s Scientific Research and Economic Development (“SR&ED”) program for research expenditures incurred in Canada. Government assistance also contains other government funding for research projects and employment funding as well as fair market value adjustments to interest-free and low-interest government loans. Accreted interest Accreted interest relates entirely to the valuation of interest-free and low interest-bearing government loans, most of which are repayable based on a percentage of future gross revenue. RESULTS OF OPERATIONS Comparison of the Years Ended December 31, 2022, 2021 and 2020 The following table summarizes the Corporations results of operations for the years ended December 31, 2022, 2021 and 2020 (in thousands of US dollars): Year Ended December 31, Change Change 2022 2021 2020 2021 to 2022 2020 to 2021 Income Interest income $ 329 $ 188 $ 225 $ 141 $ (37) Operating Expenses Research and development 23,281 23,080 19,904 201 3,176 General and administrative 16,986 16,020 11,344 966 4,676 Government assistance (1,775) (3,230) (4,991) 1,455 1,761 Accreted interest and adjustments (172) 907 27 (1,079) 880 Total operating expenses 38,320 36,777 26,284 1,543 10,493 Net loss $ (37,991) $ (36,589) $ (26,059) $ (1,402) $ (10,530) Revenue Interest income consists primarily of income earned on cash balances held at a commercial bank and did not significantly fluctuate period over period. Research and development expenses Research and development expenses increased to $23.3 million during the year ended December 31, 2022, from $23.1 million during the year ended December 31, 2021. The increase of $0.2 million compared to 2021 is mainly attributable to a $3.1 million increase in costs for the DLBCL VITALIZE phase 2B trial, a $1.6 million increase in salaries and non-cash stock-based compensation including $0.5 million in non-recurring costs related to the Q3 2022 workforce restructuring, a $1.0 million increase in costs for the NMIBC study with CQDM, a $0.5 million increase in costs for the Ovarian AVALON phase 2B study and a $0.4 million increase in indirect research costs including non-cash amortization. This increase was partly offset by a $3.6 million decrease in manufacturing and development costs for MVP-S, a $1.6 million decrease in DPX-COVID-19 development costs, following a shift in strategic focus and a $1.2 million decrease in basket trial costs, following the completion of enrollment in 2021. For the year ended December 31, 2021, expenses increased to $23 million from $19.9 million during the year ended December 31, 2020. The increase of $3.1 million compared to 2020 was mainly attributable to a $3.8 million increase in manufacturing and development costs for MVP-S, $2.8 million in start up costs for the DLBCL phase 2B trial, and a $1.9 million increase in personnel costs as a result of increased headcount. This increase was partly offset by a $3 million decrease in DPX-COVID-19 development costs, a $1.8 million decrease in basket trial costs and a $0.6 million decrease in ovarian trial costs. 20 Years ended December 31, Change Change 2022 2021 2020 2021 to 2022 2020 to 2021 (In thousands of US Dollars) Direct research and development expenses by program: MVP-S DLBCL (incl Vitalize and SPiReL) $ 6,162 $ 3,008 $ 555 $ 3,154 $ 2,453 Basket Trial 2,284 3,458 5,222 (1,174) (1,764) Ovarian 871 356 954 515 (598) Breast (HR+/HER2-) 175 25 4 150 21 Other1 2,479 6,051 1,876 (3,572) 4,175 NMIBC study (MVP-S & DPX-SurMAGE) 1,413 455 810 958 (355) DPX-COVID-192 18 1,658 4,630 (1,640) (2,972) Other programs 267 559 379 (292) 180 Total direct R&D expense 13,669 15,570 14,430 (1,901) 1,140 Unallocated research and development expenses: Personnel (including stock-based compensation) 8,223 6,574 4,687 1,649 1,887 Indirect research and development expense3 886 718 682 168 36 Non-cash Amortization 314 151 105 163 46 Lab and quality management systems 189 67 - 122 67 Total research and development expenses $ 23,281 $ 23,080 $ 19,904 $ 201 $ 3,176 1 Other MVP-S includes manufacturing and regulartory activities 2 DPX-COVID-19 development is government funded 3 Indirect research and development expense includes general laboratory utilities, maintenance, and consumables as well as travel to scientific meetings and conferences. General and administrative expenses General and administrative expenses increased to $17.0 million during year ended December 31, 2022, compared to $16.0 million during year ended December 31, 2021. This $1.0 million increase is mainly attributable to $2.1 million in loan interest, related to the Horizon venture debt facility, an increase of $0.3 million related to foreign exchange loss and a $0.3 million increase in non-cash amortization. This increase is partly offset by a $0.9 million decrease in salaries and non-cash stock-based compensation, a $0.8 million decrease in insurance premium and a $0.3 million decrease in legal and professional fees. For the year ended December 31, 2021, general and administrative expenses increased to $16 million, compared to $11.3 million for the year ended December 31, 2020. This $4.7 million increase is mainly attributable to a $1.5 million and $0.7 million increase in salaries and non-cash stock-based compensation, respectively related to planned hiring and executive leadership changes, an increase of $1.3 million for the Corporation’s insurance premium, a $0.9 million increase in professional fees for recruitment and communications and a $0.3 million increase in board of directors’ compensation. Government Assistance The decrease in government assistance for the year ended December 31, 2022, compared with December 31, 2021 and 2020, is mainly attributable to a decrease in government funding for the development of DPX-COVID-19 following discontinuation of this project. 21 Comparison of the Three Months Ended December 31, 2022 and 2021 The following table summarizes the Corporations results of operations for the three months ended December 31, 2022 and 2021: Three months ended December 31, 2022 2021 Change ($) (In thousands of US dollars) Income Interest income $ 153 $ 35 $ 118 Operating Expenses Research and development 4,634 7,452 (2,818) General and administrative 4,288 4,168 120 Government assistance (332) (357) 25 Accreted interest and adjustments 191 468 (277) Total operating expenses 8,781 11,731 (2,950) Net loss $ (8,628) $ (11,696) $ 3,068 Revenue Interest income consists primarily of income earned on cash balances held at a commercial bank and did not significantly fluctuate period over period. Research and development expenses Research and development expenses decreased to $4.6 million for the three months ended December 31, 2022, from $7.4 million for the three months ended December 31, 2021. The decrease of $2.8 million compared to Q4 2021 is mainly attributable to a $3.4 million decrease in manufacturing and development costs for MVP-S. This decrease was partly offset by a $0.4 million increase in AVALON phase 2B study and a $0.2 million increase in personnel costs. General and administrative expenses General and administrative expenses increased to $4.3 million for the three months ended December 31, 2022, from $4.2 million for the three months ended December 31, 2021. This increase of $0.1 million compared to Q4 2021 is mainly attributable to a $0.7 million increase in loan interest, related to the Horizon venture debt facility partly offset by a $0.3 million decrease in salaries, a $0.2 million decrease in insurance premium and a $0.1 million decrease in costs related to communications and public relations. Government Assistance Government assistance consists primarily of SR&ED investment tax credits for eligible research expenditures performed in Canada and was comparable period over period. CASHFLOWS, LIQUIDITY AND CAPITAL RESOURCES Liquidity and Capital Resources Sources of liquidity IMV is publicly traded and as a result has funded its operations primarily through public and private equity offerings, as well as from upfront and milestone payments, and research support payments generated from collaborations. On December 20, 2022, the Corporation completed a public equity offering of 3,448,276 units for gross proceeds of $9 million and net proceeds of $7.7 million. IMV issued 66,082 shares under its October 2020 ATM (as defined and further 22 described below) for total gross process of $2.5 million and net proceeds of $2.2 million. The October 2020 ATM facility has been replaced by the August 2022 facility which has $50 million remaining as of March 15, 2023. On December 17, 2021, the Corporation secured a $25 million long-term debt facility lead by Horizon, which has been fully drawn down. In addition, on July 20, 2021, the Corporation completed the July 2021 Offering (as defined and further described below) of 1,428,571 Units for gross proceeds of $25 million and net proceeds of $23 million. In 2020, IMV completed a private placement of 877,001 units of the Corporation for gross proceeds of $17.8 million and net proceeds of $17.7 million. The Corporation also issued 684,177 shares under two ATM distribution agreements for total gross proceeds of $30 million and net proceeds of $28.5 million. Funding requirements The Corporation has not generated any revenue from approved product sales to date and does not expect to do so until such time as IMV obtains regulatory approval and commercializes one or more of its product candidates. As the Corporation is currently in the preclinical and clinical stages development, it is uncertain when or if it will achieve commercialization. IMV expects that operating expenses will continue to increase in connection with ongoing and new, later-staged clinical trials, expanded preclinical activities and the development of product candidates in the pipeline. The Corporation expects to continue and expand its current collaborations and will look for additional collaborations. For the purposes of assessing the Corporation as a going concern, although it is difficult to predict funding requirements, based on the current operating plan, it is anticipated that existing cash and cash equivalents and identified potential sources of cash, will fund operations and capital expenditure requirements into the second half of 2023. These estimates are based on assumptions and plans which may change, including the expectation that the Common Shares will continue to be listed on Nasdaq, including as it relates to the Corporation regaining compliance with the Nasdaq listing requirements and that the Corporation will remain in compliance with the conditions and covenants of the Horizon Venture Debt facility, which could impact the magnitude and/or timing of operating expenses, capital expenditures and the Corporation’s cash runway and access to cash resources. The successful development of product candidates is uncertain, and therefore IMV is unable to estimate the actual funds required to complete the research, development and commercialization of product candidates. The ability of the Corporation to continue as a going concern is dependent upon raising additional financing through equity and non-dilutive funding and partnerships. There can be no assurance that the Corporation will have sufficient capital to fund its ongoing operations, develop or commercialize any products without future financings. There can be no assurance that additional financing will be available on acceptable terms or at all. The Corporation is currently pursuing financing alternatives that may include equity, debt, and non-dilutive financing alternatives including co-development through potential collaborations, strategic partnerships or other transactions with third parties, that may or may not include merger and acquisitions activities. If the Corporation is unable to obtain additional financing when required, the Corporation may have to substantially reduce or eliminate planned expenditures, or the Corporation may be unable to continue operations. These material uncertainties cast substantial doubt as to the Corporation’s ability to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. At December 31, 2022, the Corporation had approximately $23.1 million of existing and identified potential sources of cash including: ● cash and equivalents of $21.2 million; and ● amounts receivable and investment tax credits receivable of $1.9 million. The Corporation continually reassesses the adequacy of its cash resources, evaluating existing clinical trials, research projects and/or potential collaboration opportunities, to determine when and how much additional funding is required. The Corporation continuously monitors its cash position, the status of its development programs including those of its partners, cash forecasts for completing various stages of development and the potential to license or co-develop each product candidate and continues to actively pursue alternatives to raise capital, including equity offerings, debt and non-dilutive funding. 23 Cash Flows The following table summarizes the Corporation’s cash flows for the periods indicated (in thousands of US dollars): Years Ended December 31, 2022 2021 2020 Net cash (used in) provided by: Operating activities (33,396) (32,045) (23,267) Financing activities 17,410 35,762 48,692 Investing activities (1,074) (1,402) (331) Net increase (decrease) in cash and cash equivalents (17,060) 2,315 25,094 Cash flows from operating activities During the year ended December 31, 2022, $33.4 million was used in operating activities. This included the reported net loss of $38.0 million prior to being decreased by $2.9 million for non-cash expenses including deferred share unit (“DSU”) compensation, depreciation, accretion of long-term debt, loss on disposal of assets, revaluation of long- term debt and stock-based compensation. The Corporation had a net increase of cash of $1.7 million as a result of changes in working capital balances, which included a $2.1 million decrease in prepaid expenses, partly offset by a $0.2 million decrease in accounts payable, accrued and other liabilities and a $0.1 million increase in amounts receivable. During the year ended December 31, 2021, $32 million was used in operating activities. This included the reported net loss of $36.6 million prior to being decreased by $3.4 million for non-cash expenses including DSU compensation, depreciation, accretion of long-term debt, loss on disposal of assets, revaluation of long-term debt and stock-based compensation. The Corporation had a net increase of cash of $1.2 million as a result of changes in working capital balances, which was mainly attributable to a $1.0 million decrease in amounts receivable, a $1.0 million increase in accounts payable, accrued and other liabilities, and a $0.4 million decrease in investment tax credits receivable partly offset by a $1.2 million increase in prepaid expenses. During the year ended December 31, 2020, $23.5 million was used in operating activities. This included the reported net loss of $23.4 million prior to being decreased by $1.1 million for non-cash expenses including DSU compensation, depreciation, accretion of long-term debt, fair value adjustments and stock-based compensation. The Corporation had a net decrease of cash of $1.0 million as a result of changes in working capital balances, which was mainly attributable to a $1.2 million increase in prepaid expenses, a $0.9 million increase in accounts receivable related to government funding towards the DPX-COVID-19 program, and a $0.2 million increase in investment tax credits. This decrease was partly offset by an increase of $1.4 million in accounts payable, accrued and other liabilities. Cash flows from financing activities During the year ended December 31, 2022, sources of cash from financing activities included: $10 million in proceeds from the second disbursement under the Horizon venture debt facility, $7.7 million in net proceeds from the December 2022 Offering and $0.1 million in net proceeds from the October 2020 ATM. The Corporation used $0.3 million to repay long-term debt and lease obligations during the period. During the year ended December 31, 2021, sources of cash from financing activities included: $25 million in proceeds from the July 2021 Offering less cash issuance costs of $2.1 million, $15 million in proceeds from the Horizon Venture Debt Facility less issuance costs of $0.4 million, $2.3 million in proceeds raised from the October 2020 ATM offering less cash issuance costs of $0.3 million, and less than $0.1 million through the exercise of stock options. IMV used $4 million to repay long-term debt, including $3.5 million to repay the Province of NS Loan in connection with the Horizon Venture Debt Facility and used $0.1 million to pay lease obligations. During the year ended December 31, 2020, sources of cash from financing activities included: $30 million in proceeds raised from the ATM offering less cash issuance costs of $1.5 million, $17.8 million in proceeds raised from the Private Placement less cash issuance costs of $0.1 million, $0.7 million in proceeds from long-term conditionally repayable borrowings related to government funding of DPXCOVID-19 and $1.9 million through the exercise of stock options and warrants. The Corporation used $0.1 million to repay long-term debt and lease obligations during the period. 24 Cash flows from investing activities During the year ended December 31, 2022, IMV used $1.1 million of cash in investing activities, consisting mainly of planned purchases of capital expenditures for ongoing research and operating activities, including $0.5 million for research equipment enabling translational analyses to be conducted internally and $0.2 million related to implementation of an electronic quality management system. During the year ended December 31, 2021, IMV used $1.4 million of cash in investing activities, consisting mainly of planned purchases of capital expenditures for ongoing research and operating activities, including $0.5 million for specialized equipment for GMP manufacturing. During the year ended December 31, 2020, IMV used $0.3 million of cash in investing activities, consisting mainly of purchases of capital expenditures for ongoing research and operating activities. DECEMBER 2022 EQUITY OFFERING AND USE OF PROCEEDS On December 20, 2022, the Corporation completed the December 2022 Offering issuing 3,448,276 common shares and warrants to purchase an aggregate of 3,448,276 common shares at a price of $2.61 per common share (or common share equivalent) and accompanying Warrant for gross aggregate proceeds of $9 million and net proceeds of $7.7 million. The Corporation intends to use the net proceeds of the December 2022 Offering to continue the clinical development of MVP-S in DLBCL, ovarian cancer, closing costs for the Basket trial and to continue the development of its proprietary drug delivery platform (DPX) and for general corporate purposes. The table below provides the amount used to date and any variances in thousands of United States dollars (except for working capital and general corporate purposes). Intended Use of Proceeds (in thousands of US dollars) Estimated amount $ Amount to date $ Variances Clinical development of maveropepimut-S 5,200 Nil No variances anticipated JULY 2021 EQUITY OFFERING AND USE OF PROCEEDS On July 20, 2021, the Corporation completed a public offering (“July 2021 Offering”), issuing 14,285,714 Units (1,428,571 post consolidation) at a price of $1.75 per Unit ($17.50 post consolidation) for aggregate proceeds of $25 million and net proceeds of $23 million. Each Unit comprised one common share and three-quarters of one common share purchase warrant. The Corporation intends to use the net proceeds of the July 2021 Offering to continue the clinical development of maveropepimut-S in DLBCL, breast cancer, ovarian cancer, bladder cancer and microsatellite instability high (MSI-H), start the clinical development of a new product candidate, DPX-SurMAGE, in bladder cancer, continue the development of its proprietary drug delivery platform (DPX) and for general corporate purposes. The table below provides the amount used to date and any variances in thousands of United States dollars (except for working capital and general corporate purposes). Intended Use of Proceeds (in thousands of US dollars) Estimated amount $ Amount to date $ Variances Clinical development of maveropepimut-S 16,680 16,602 No variances anticipated MARCH 2019 EQUITY OFFERING AND USE OF PROCEEDS On March 6, 2019, the Corporation completed a public offering, issuing 5,404,855 Common Shares (540,486 post consolidation) (including 504,855 Common Shares upon the exercise of the underwriters’ over-allotment option on March 11, 2019) at a price of CAD$5.45 ($54.50 post consolidation) per share for aggregate proceeds of $22.1 million. The Corporation 25 intends to use the net proceeds of this offering to accelerate the development of MVP-S in combination with pembrolizumab as part of the basket trial in selected advanced or recurrent solid tumors in bladder, liver (hepatocellular carcinoma), ovarian and non-small-cell lung cancers, as well as tumors shown to be positive for the microsatellite instability high biomarker and for general corporate purposes. The table below provides the amount used to date and any variances in thousands of United States dollars (except for working capital and general corporate purposes). Intended Use of Proceeds (in thousands of US dollars) Estimated amount $ Amount to date $ Variances Phase 2 clinical trial for multiple indications 12,000 11,267 No variances anticipated OCTOBER 2020 AND AUGUST 2022 ATM DISTRIBUTIONS On October 16, 2020, the Corporation entered into an equity distribution agreement (“October 2020 ATM”) with Piper Sandler authorizing the Corporation to offer and sell, through “at-the-market” offerings, Common Shares from time to time up to an aggregate offering price of $50 million through Piper Sandler, as agent. The October 2020 ATM was terminated on July 22, 2022 and 660,827 Common Shares (66,083 post consolidation) were sold under this agreement for total gross proceeds of $2.5 million. To maintain the IMV’s October 2020 ATM facility under its new Canadian base shelf prospectus, IMV entered into a new ATM Distribution dated August 4, 2022 (“August 2022 ATM”), with Piper Sandler, to offer and sell Common Shares from time-to-time up to an aggregate offering amount of US$50 million through Piper Sandler, as agent. The Corporation intends to use the net proceeds from the August 2022 ATM for general corporate purposes, including but not limited to working capital expenditures, capital expenditures, research and development expenditures, and clinical trial expenditures. In accordance with the terms of the securities purchase agreement executed in connection with the December 2022 Offering, the Corporation has agreed not to effect any variable rate transaction, including sales under its existing August 2022 ATM, for 12 months from the closing of the December 2022 Offering (or until December 20, 2023). As a result, as of March 15, 2023, no common shares have been sold under the August 2022 ATM. However, under the terms of the securities purchase agreement, the Corporation would not be prohibited from entering into a new at-the-market offering with H.C. Wainwright & Co., LLC as sales agent at any time following 6 months after the closing of the December 2022 Offering (or June 20, 2023). SUMMARY OF QUARTERLY RESULTS The selected quarterly financial information(1) for the past eight financial quarters is outlined below: (in thousands of dollars, except for per share amounts) Q4-2022 Q3 - 2022 Q2 – 2022 Q1- 2022 Q4 - 2021 Q3-2021 Q2-2021 Q1-2021 Total Revenue 153 118 34 24 35 41 42 69 Total Expenses 8,781 9,051 9,941 10,547 11,731 10,480 7,481 7,026 Loss (8,628) (8,933) (9,907) (10,523) (11,696) (10,439) (7,439) (6,957) Basic and Diluted Loss per Share (0.99) (1.10) (1.20) (1.30) (1.42) (1.30) (1.10) (1.00) (1) Unless otherwise noted, financial information in thousands of US dollars and prepared in accordance with IFRS. Revenues from quarter-to-quarter may vary significantly. Revenues are generated mainly from interest on cash balances as well as from non-recurring contract research agreements. It is also important to note that historical patterns of expenses cannot be taken as an indication of future expenses. The amount and timing of expenses and availability of capital resources vary substantially from quarter-to-quarter, depending on the level of R&D activities being undertaken at any time and the availability of funding from investors or collaboration partners. 26 ONCOLOGY OUTLOOK The exact timing could differ from expectations but are currently management’s best estimate. RELATED PARTY TRANSACTIONS For the period ending December 31, 2022, there were no related party transactions (2021 - $nil, 2020 - $nil). CONTRACTUAL OBLIGATIONS The following table outlines the contractual maturities for long-term debt repayable over the next five years and thereafter: Payments Due by Period (in thousands of US dollars) Contractual Obligations Total Less than 1 year 1 - 3 years 4 - 5 years After 5 years Accounts payable and accrued liabilities 9,037 9,037 - - - Short term and low value leases 30 13 12 5 - Long-term leases 1,754 434 843 409 68 Long-term debt 38,656 3,418 28,012 68 7,158 TOTAL 49,477 12,902 28,867 482 7,226 OFF-BALANCE SHEET ARRANGEMENTS The Corporation was not party to any off-balance sheet arrangements as of December 31, 2022. OUTSTANDING SECURITIES As at March 15, 2022, the number of issued and outstanding Common Shares was 11,711,637 and a total of 5,447,256 shares are reserved for the issuance of outstanding stock options, pre-funded warrants, warrants and deferred share units. RISKS AND UNCERTAINTIES The Corporation is a clinical-stage company that operates in an industry that is dependent on a number of factors that include the Corporation’s capacity to raise additional funding on reasonable terms when necessary, obtain positive results of pre-clinical studies and clinical, successfully develop existing and new products, hire and retain skilled staff, protect its intellectual property, manufacture its products and meet demand, and obtain necessary regulatory approvals and the timing in respect thereof, etc. An investment in the Common Shares is subject to a number of risks and uncertainties. An investor should carefully consider the risks described in the annual report on Form 20-F filed with the U.S. Securities and Exchange Commission and 27 available on www.sedar.com, as well as the other information filed with the securities regulators before investing in the Common Shares. If any of such described risks occur, or if others occur, the Corporation’s business, operating results and financial condition could be seriously harmed and investors may lose a significant proportion of their investment. There are important risks which management believes could impact the Corporation’s business. For information on risks and uncertainties, please also refer to the “Risk Factors” section of the Corporation’s most recent Form 20-F filed with the U.S. Securities and Exchange Commission, which is also available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar. DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING Disclosure Controls and Procedures The Chief Executive Officer (the “CEO”) and the Chief Accounting Officer (the “CAO”) of the Corporation are responsible for establishing and maintaining the Corporation’s disclosure controls and procedures (“DCP”) including adherence to the Disclosure Policy adopted by the Corporation. The Disclosure Policy requires all staff to keep senior management fully apprised of all material information affecting the Corporation so that they may evaluate and discuss this information and determine the appropriateness and timing for public disclosure. The Corporation maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable securities laws, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Corporation’s management, including the CEO and CAO, to allow for timely decisions regarding required disclosure. The CEO and CAO have evaluated whether there were changes to the DCP during the period ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation. In designing and evaluating DCP, the Corporation recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Internal Control over Financial Reporting The Corporation’s management, including the CEO and the CAO, are responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) for the Corporation to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected. The CEO and CAO have evaluated whether there were changes to ICFR during the period ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, ICFR. No such changes were identified through their evaluation. In response to the COVID-19 pandemic, the Corporation asked its employees to work from home to the extent possible. This change requires certain processes and controls that were previously done or documented manually to be completed and retained in electronic form. Despite the changes required by the current environment, there have been no significant changes in the Corporation’s internal controls during the period ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, ICFR. The Corporation’s ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions or deterioration in the degree of compliance with the Corporation’s policies and procedures. 28 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES AND CHANGES IN ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with the IFRS as issued by the IASB. The accounting policies, methods of computation and presentation applied in the audited annual consolidated financial statements are consistent with those of previous financial year except for the change in accounting policies described hereunder. The significant accounting policies of IMV are detailed in the notes to the annual audited consolidated financial statements for the year ended December 31, 2022 filed on SEDAR www.sedar.com and included in the annual report on statement on Form 20-F filed on EDGAR at www.sec.gov/edgar. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates. While the Corporation’s significant accounting policies and critical judgements in applying the Corporation’s accounting policies are detailed in the audited annual consolidated financial statements for the year ended December 31, 2022 filed on SEDAR www.sedar.com and included in the annual report on Form 20-F filed on EDGAR at www.sec.gov/edgar, the Corporation believes that the following critical accounting policies, estimates and judgements are most important to understanding and evaluating its financial results. Calculation of initial fair value and carrying amount of long-term debt Atlantic Canada Opportunities Agency (“ACOA”) conditionally repayable loans (“Conditional ACOA Loans”) The initial fair value of the Conditional ACOA Loans is determined by using a discounted cash flow analysis for each of the loans, which requires a number of assumptions. The difference between the face value and the initial fair value of the Conditional ACOA Loans is recorded in the consolidated statement of loss and comprehensive loss as government assistance. The carrying amount of the Conditional ACOA Loans requires management to adjust the long-term debt to reflect actual and revised estimated cash flows whenever revised cash flow estimates are made or new information related to market conditions is made available. Management recalculates the carrying amount by computing the present value of the estimated future cash flows at the original effective interest rate. Any adjustments are recognized in the consolidated statement of loss as accreted interest after initial recognition. The significant assumptions used in determining the discounted cash flows include estimating the amount and timing of future revenue for the Corporation and the discount rate. As the Conditional ACOA Loans are repayable based on a percentage of gross revenue, if any, the determination of the amount and timing of future revenue significantly impacts the initial fair value of the loan, as well as the carrying value of the Conditional ACOA Loans at each reporting date. The expected revenue streams include i) estimated royalties generated from the eventual commercialization of the Corporation’s products, and ii) estimated milestone payments generated upon entering into potential contractual partnerships and achieving development and sales milestones. The amount and timing of estimated milestone payments forecasted are earlier and less predictable, therefore, changes in the amount and timing of milestone payments could have a significant impact on the fair value of the loans. Further, the Corporation is in the early stages of research for its product candidates; accordingly, determination of the amount and timing of any revenue streams requires significant judgment by management. The discount rate determined on initial recognition of the Conditional ACOA Loans is used to determine the present value of estimated future cash flows expected to be required to settle the debt. In determining the appropriate discount rates, the Corporation considered the interest rates of similar long-term debt arrangements with similar terms. The Conditional ACOA Loans are repayable based on a percentage of gross revenue, if any; accordingly, finding financing arrangements with similar terms is difficult and management was required to use significant judgment in determining the appropriate discount rates. Management used a discount rate of 35% to discount the Conditional ACOA Loans. 29 FINANCIAL INSTRUMENTS Financial instruments are defined as a contractual right or obligation to receive or deliver cash on another financial asset. The Corporation recognizes financial instruments based on their classification. Depending on the financial instrument’s classification, changes in subsequent measurements are recognized in net loss or other comprehensive loss. A description of the financial instruments, their fair value and risk management is included in the Corporation’s annual audited consolidated financial statements for the year ended December 31, 2022, filed on SEDAR www.sedar.com and included in the annual report on Form 20-F filed on EDGAR at www.sec.gov. (Signed) Andrew Hall (Signed) Brittany Davison Andrew Hall Brittany Davison Chief Executive Officer Chief Accounting Officer March 15, 2023 30