THIS EMPLOYMENT CONTRACT made effective as of the June 14, 2021 BETWEEN

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 000 Xxxxxx Xxxxxx Xxx, Xxxxxxxxx, XX X0X 0X0 (the “Corporation”)

OF THE FIRST PART

- and

OF THE SECOND PART

Xxxxxx X. Xxxxx

(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:

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;

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

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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 Xxxxxx Cancer Research Labs (Newport, KY USA), and the Scientific Advisory Board of Avicenna Biosciences (Durham, NC USA)

3. TERM

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

The Executive warrants that he has the skill, ability and qualifications to perform his duties as Chief Scientific Officer of the Company

4. REMUNERATION

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.

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;

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;

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;

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.

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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.

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.

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

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

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

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7. TERMINATION

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:

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)

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compensation equivalent to twelve (12) months of the Base Salary, subject to all usual remittances in lieu of notice;

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

vesting of all granted options subject to the terms of the Stock Option Plan.

unpaid bonuses that have been awarded by the Board at such time.

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.

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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.

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

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

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.

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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

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

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.

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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

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.

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.

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;

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”).

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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.

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.

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

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.

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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.

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

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.

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.

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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

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.

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.

Any notice sent by registered mail shall be deemed to be received on the 4th day after it has been posted for delivery

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.

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

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.

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.

Unless the context requires otherwise words importing one gender include all other genders and words importing the singular include the plural and vice versa.

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/ Xxxx Xxxxxx	Per:	/s/ Xxxxxxxx Xxx
Witness Signature		Xxxxxxxx Xxx – Chief Executive Officer

Xxxx Xxxxxx
Name (printed)

01 June 2021	01 June 2021
Date: DDMMYYYY	Date:	DDMMYYYY

/s/ Xxxx Xxxxxx	Per:	/s/ Xxxxxx Xxxxx
Witness Signature		Xxxxxx Xxxxx

Xxxx Xxxxxx
Name (printed)

01 June 2021	01 June 2021
Date: DDMMYYYY	Date:	DDMMYYYY

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THIS EMPLOYMENT CONTRACT made effective as of the June 14, 2021 BETWEEN

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