Exhibit 10.1

Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns or pursuant to Item 601(b)(10)(iv) because it is both not material and is the type of information that the registrant treats as private or confidential. Redacted information is indicated by: [***]

JOINT VENTURE AGREEMENT
PROMIS - BCNI
STAGE ONE: SERVICES

This Joint Venture Agreement ( “AGREEMENT”) is entered into effective July 7, 2020 (the “Effective Date”), by and between ProMIS Neurosciences, Inc., a Canadian corporation with an address at 1920 Yonge Street, Toronto, ON, M4S 3E2 Canada (“PROMIS”), and BC Neuroimmunology Lab Inc (BCNI) an accredited, CAP certified diagnostic lab in British Columbia, with an address at UBC Hospital, S157-2211 Wesbrook Mall, Vancouver BC V6T 2B5 (“BCNI”).

RECITALS

Whereas ProMIS is a publicly traded (TSX) development stage biotechnology company whose unique core technology is the ability to rationally predict the site and shape (conformation) of novel targets known as Disease Specific Epitopes on the molecular surface of proteins. In the infectious disease setting, these disease-specific epitopes represent peptide antigens that can be used as an essential component to create accurate and sensitive serological assays to detect the presence of antibodies that arise in response to a specific infection, such as COVID-19. These peptide antigens can also be used to create potential therapeutic antibodies to treat active infection, as well as serve as the basis for development of vaccines. ProMIS’ proprietary technology platform has created a portfolio of patented or patent pending antibodies and peptide antigens, which can be used as both therapeutics (antibodies, vaccines, gene therapy) and as reagents in proprietary diagnostic assays.; and

Whereas BC Neuroimmunology Lab Inc. (BCNI) is a private full service clinical neuroimmunology lab located in the University of British Columbia (Vancouver) hospital. BCNI is accredited by both the College of American Pathologists (CAP) and Diagnostic accreditation program (DAP) at the College of Physicians and Surgeons of BC (CPSBC) following the ISO15189 guidelines. BCNI is the North American reference center for six high complexity serological immunoassays. BCNI has extensive experience and expertise in Surface Plasmon Resonance (SPR), live and fixed cell-based assays, radio immunoprecipitation assays, ELISA, immunoblot, and immunohistochemistry assays in a clinical assay setting, servicing the neurology community in North America and Worldwide.

and

Whereas PROMIS and BCNI wish to enter into a joint venture business arrangement to provide the service of highly sensitive and specific serological assays for the detection and characterization (neutralizing activity for example) of antibodies to the SARS-CoV-2 corona virus that is responsible for COVID-19 , (the “JV SERVICE”).

NOW, THEREFORE, in consideration of the mutual covenants and premises set forth herein, the Parties agree as follows;

Article I. DEFINITIONS

In this Agreement, unless the context indicates otherwise, the words and expressions set out below shall have the meanings assigned to them and cognate expressions shall have a corresponding meaning, namely:

“Agreement” means this Service Joint Venture Agreement, together with any validly executed amendments, schedules and appendices.

“Applicable Law” means, as to any person, any statute, law, rule, regulation, administrative guidance, directive, treaty, judgment, order, decree or injunction of any governmental authority that is applicable to or binding upon such person or any of its properties.

“Background Intellectual Property” means any Intellectual Property excluding Foreground Intellectual Property owned or controlled by either Party prior to commencement of or independently from the JV SERVICES, and which the owning Party contributes or uses in the course of performing the JV SERVICE

“Commercialize” or “Commercialization” includes the development, distribution, sale, license, transfer or any other venture through which the JV SERVICE or a Party seeks to promote, market, sell, distribute, manufacture or develop the JV SERVICES, or having any of the foregoing done on its behalf.

“Confidential Information” means any information disclosed by one Party to the other that is not publicly available information, and which is either identified as confidential at the time of disclosure or which would reasonably be considered to be confidential by its nature or the context of disclosure, including without limitation Background Intellectual Property disclosed by one Party to the other for use in the JV SERVICES/LICENSED SERVICES and identified as confidential before or at the time of disclosure, any business information pertaining to a Party or its products or services, and any products, processes, samples, biological or proprietary materials provided or disclosed pursuant to this Agreement

“Definitive Agreements” means such agreements as may be necessary to set up the JV SERVICE and/or Immusafe Labs Inc. and complete its organization as contemplated herein.

“Field” means (i) the development, production and use of serological assays for the detection and characterization of antibodies to the SARS-CoV-2 corona virus for the screening and monitoring of subjects with prior exposure to the virus responsible for COVID-19 and for evaluation and monitoring of antibody response following exposure to vaccine during vaccine development and post marketing follow up.

“Foreground Intellectual Property” means any Intellectual Property which is generated or first reduced to practice by either Party directly as a result of the work undertaken in accordance with this Agreement, and which is relevant to the JV SERVICE and the Licensed Services/Licensed Technology.

“Improvement(s)” means any modification, development, alteration, derivative or technical advance in or relating to the Licensed Technology/Licensed Services which cannot be used or practiced without infringing the Background Intellectual Property Rights.

‘Intellectual Property Rights’ means any and all existing and future legal protection recognized by law (whether by statute, in equity, at common law or otherwise) anywhere in the world in respect of the Licensed Technology and Licensed Services, including without limitation trade secret and confidential information protection, Know-How, patents, Patents, copyright and copyright registration, industrial design registration and trade-marks and trade-mark registrations and other registrations or grants of rights analogous thereto.

“Joint Venture” means the business arrangement between the Parties as described in this Agreement, including the JV SERVICE and Immusafe Labs Inc..

“JV SERVICE” means the service of providing highly sensitive and specific serological assays for the detection and characterization of antibodies to the SARS-CoV-2 corona virus that is responsible for COVID-19 to pharmaceutical companies/vaccine developers and governmental agencies, using Licensed Services and/or Licensed Technology, as well as other technology that may be available to the Joint Venture;

“Know-how” means all the research results, data, reports, dossiers, technical information, expertise, practice, experience, skill and technical knowledge of industrial significance and all unpatented trade secrets, manufacturing methods and technologies, SOP’s, QA and QC procedures, designs, processes, techniques, information, drawings and specifications, and technical data acquired by and in the possession of PROMIS, BCNI, or JV SERVICE, and not in the public domain, and relating to the Licensed Technology or Licensed Services.

‘Licensed Service(s)’ means any assay that is/are derived in whole or in part by the use of any of the Intellectual Property Rights and/or the Licensed Technology, of either Party, including without limitation PROMIS proprietary antigen peptides for development of highly sensitive and specific serological assays for the detection and characterization of antibodies to the SARS-CoV-2 corona virus that is responsible for COVID-19, as listed in this Agreement or added to it by validly executed amendment.

“Licensed Technology” means the platforms owned by PROMIS and/or BCNI that will be used by the JV SERVICE and Immusafe Labs Inc. to develop and provide the serological antibody assays, and any Intellectual Property Rights therein or thereto, necessary or useful to develop, manufacture or Commercialize the Licensed Service(s) within the Field in the Territory. The Licensed Technology includes, without limitation, the Technology and Patents listed on Appendix A.

“Net Revenue” shall mean Revenue, less such of the following items but only insofar as they are separately itemized on the invoice and actually paid or allowed: (i) discounts or rebates (ii) credits or allowances upon claims or returns, (iii) taxes or other government charges, and (iv) shipping and insurance costs, brokerage and customs duties.

“Immusafe Labs Inc.” means the corporate entity which is established by BCNI and related companies for the purpose to conduct the business and operations of the JV SERVICE.

“Patents” means those patents and patent applications listed in, or which may be added to, Appendix A from time to time hereunder, any divisional applications, continuation applications, continuation-in-part applications, reissues, or re-examinations claiming priority to either of these, and all patent applications and patents corresponding to or derived from any of the above.

“Party” means PROMIS or BCNI, if individually referred to, and “Parties” shall mean PROMIS and BCNI together.

“Revenue” means the gross amount of consideration received by JV SERVICE or Immusafe Labs Inc., as the case may be, in respect of the provision of the JV SERVICE, including money, goods and services, royalties, milestone payments and any other consideration that may be received from a Sale of any of the services provided by the JV SERVICE or Immusafe Labs Inc..

“Sale” means any sale, lease, use and services associated with provision of a JV SERVICE, Licensed Service or service relating to a Licensed Service and “Sales” and “Sell” have corresponding meanings.

“SARS-CoV-2” means the novel coronavirus responsible for the COVID-19 pandemic.

“Technology” includes inventions, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations of information, analyses experiments, data, reports, Know-How, formulae, methods, processes, techniques, moulds, prototypes, products, samples, equipment, tools, machines, software and documentation therefore, flow-charts, specifications and source code listings; and includes any modifications or improvements thereto, whether patentable or not.

“Term” is defined in Section 27.

“Territory” is defined in Section 14.

Article II. PURPOSE OF THE JOINT VENTURE

Section 2.01.      

Article III. BACKGROUND

Section 3.01.     Experience of the Parties

Both Parties bring significant experience with respect to development and provision of diagnostic assay services to this Joint Venture.

Article IV. CONTRIBUTIONS OF THE PARTIES.

The Parties will faithfully dedicate reasonable commercial and technological resources to help the business of the JV SERVICE succeed.

Section 4.01.     Joint Contributions

Section 4.02.     Individual Contributions

Article V. ALLOCATION AND DISTRIBUTION OF REVENUES

Section 5.01.     Ownership

PROMIS and BCNI shall each own 50% of the JV SERVICE and Immusafe Labs Inc. which has been established by BCNI and related companies to provide the JV SERVICE.

Section 5.02.     Revenue

Net Revenue from the JV SERVICE will be distributed to each Party equally, except as otherwise specified in this Agreement. JV SERVICE revenue will be recognized by JV SERVICE/Immusafe Labs Inc.. Direct expenses associated with that revenue will be covered by that revenue to the extent possible.

Section 5.03.     Working Capital, Operating Losses

Working capital needs, or operating losses will be covered equally by both parties.

Section 5.04.     Investment Decisions

Investment decisions will require mutual consent and will be funded by ProMIS, or come from current revenue and operating profit.

Section 5.05.     Surplus, Operating Cash Flow

Article VI. NAME

The name of Immusafe Labs Inc. is mutually agreed by PROMIS and BCNI.

Article VII. PRINCIPAL PLACE OF BUSINESS

The principal place of business of JV SERVICE/Immusafe Labs Inc. shall be initially at the BCNI premises in Vancouver, BC, unless PROMIS and BCNI later decide otherwise.

Article VIII. INTELLECTUAL PROPERTY

Section 8.01.     Ownership of Intellectual Property Rights

Article IX. LICENSE

The JV SERVICE will have the non-exclusive license to use the Licensed Technology to make, market and sell in the Territory the Licensed Services contemplated by this Agreement. Each Party hereby grants to the JV SERVICE a royalty-based, non-exclusive license for the duration of the Agreement to use its Background Intellectual Property for the sole purpose of providing the Licensed Services.

Article X. REPORTS & RECORDS

Section 10.01. Reports and Other Deliveries.

Within thirty (30) days of the receipt of Revenue in respect of any services provided by the JV SERVICE, the JV SERVICE shall provide to PROMIS and BCNI a written report detailing any Revenue received in respect of the JV

SERVICE from any source and the amount thereof, and calculating the payment due to each Party in respect thereof.

Section 10.02. Books and Records.

The JV SERVICE shall keep complete, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to PROMIS and BCNI. Such books of account shall normally be kept at the JV SERVICE’S principal place of business. Upon reasonable notice to the JV SERVICE during regular working hours, all applicable books and the supporting data shall be available for inspection by PROMIS or BCNI or their agents, on a confidential basis, at all reasonable times for up to five years following the end of the calendar year to which they pertain, for the purpose of verifying such JV SERVICE accounting of payments and compliance in other respects with this Agreement. If such inspection determines that any amount that should have been paid has not been paid, the JV SERVICE shall promptly pay such amount. If an additional payment is 5% or greater than the amount previously reported and paid for in the relevant period, then the JV SERVICE shall pay PROMIS/BCNI any such deficiency as well as the expenses of the examination. The cost of accounting services (initially at BCNI) shall be carried by the JV at cost. Costs for the bookkeeping, records and accounting shall be carried by the JV or Immusafe Labs Inc. and initially provided at cost to the JV or Immusafe by BCNI staff.

Article XI. NO VIOLATION OF AGREEMENT DUE TO OTHER ACTIVITIES Subject to any exclusivity provisions set forth in this Agreement, BCNI acknowledges that PROMIS is involved in research and development projects and agreements which involve the development, manufacturing and commercialization of biologic products and that this does not infringe this Agreement between BCNI and PROMIS. PROMIS, acknowledge that BCNI is involved in the research and development, manufacturing and commercialization of diagnostic products primarily but not exclusively in the field of Neuroimmunology and that this does not infringe this agreement between BCNI and PROMIS.

Article XII. GOVERNANCE AND MANAGEMENT OF JV SERVICE

Section 12.01. Lab Director

Section 12.02. Key Decisions

Article XIII. TERRITORY

The Territory in which the JV SERVICE will operate, and for which the licenses hereunder are granted is Worldwide

Article XIV. TRANSPARENCY

Subject to applicable confidentiality provisions and Applicable Laws, all financial and commercial documentation is to be transparent, available at all times and to be open for review by both Parties whenever requested.

Article XV. CONFIDENTIALITY

All Confidential Information disclosed by one Party to the other pursuant to this Agreement will be treated as strictly confidential, and will not be disclosed to anyone except the agents, employees and representatives of the Parties, and then only on a “need-to-know” basis for the purposes of fulfilling a Party’s role and responsibilities hereunder. Anyone to whom such a disclosure is made shall be subject to confidentiality restrictions to the Party receiving such Confidential Information that is no less stringent than that between the Parties hereto. Neither Party will use the Confidential Information of the other for any purpose other than as set out in this Agreement, and only in compliance with its obligations in the Joint Venture. A Party’s obligation of confidentiality hereunder is for a period of five (5) years after the expiry or termination of this Agreement or any subsequent agreement that supersedes or replaces it.

Article XVI. GOVERNING LAW

The interpretation and construction of this Agreement shall be governed by the laws of the Province of Ontario, excluding any conflicts or choice of law rule or principle that might otherwise refer interpretation or construction of this Agreement to the substantive law of another jurisdiction.

Article XVII. PRESS RELEASES

Any press release pertaining to the JV SERVICE or this Agreement is subject to mutual approval of the Parties, which shall not be unreasonably withheld.

Article XVIII. SEVERABILITY; ENFORCEABILITY

If, for any reason, any part of this Agreement is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, then such adjudication shall not, to the extent feasible, affect or impair, in whole or in part, the validity, enforceability or legality of any remaining portions of this Agreement. All remaining portions shall remain in full force and effect as if the original Agreement had been executed without the invalidated, unenforceable or illegal part.

Article XIX. INSURANCE & LIABILITY

Section 19.01. INSURANCE

JV SERVICE/BCNI/Immusafe Labs Inc., as the case may be, will procure such insurance e.g., commercial general liability insurance .Once the JV/Immusafe Labs Inc. is profitable and is operating in a clinical setting, then product liability, eventual clinical trials, public liability insurance will be evaluated by both partners for suitability and cost vs. utility.

Any insurance will be placed with a reputable and financially secure insurance carrier and will:

Section 19.02. DISCLAIMERS

Article XX. ENTIRE AGREEMENT

This Agreement together with any Appendices or attachments, reflects the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other agreements between the Parties concerning such subject matter.

Article XXI. MODIFICATIONS.

No amendment, modification or supplement of any provision of the Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer or director of each party. No provision of the Agreement shall be waived by any act, omission or knowledge of any party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer or director of the waiving party.

Article XXII. COUNTERPARTS.

The Agreement may be executed in any number of counterparts. A signed Agreement received by a Party hereto via email will be deemed an original, and binding upon the Party who signed it.

Article XXIII. INDEPENDENT CONTRACTORS.

The relationship between PROMIS and BCNI created herein is one of independent contractors and neither party shall have the power or authority to bind or obligate the other. Nothing in this Agreement shall be interpreted to create a partnership between the Parties.

Article XXIV. TIME.

Time is of the essence in the performance of obligations of this Agreement.

Article XXV. NOTICES

Any notice to be given under this Agreement must be in writing and delivered either in person, by any method of mail (postage prepaid) requiring return receipt, or by overnight courier or facsimile confirmed thereafter by any of the foregoing, to the Party to be notified at its address given below, or at any address such Party has previously designated by prior written notice to the other.

If to BCNI, notices must be addressed to:

BC Neuroimmunology Lab Inc.

Attn. Dr. Hans B Frykman

UBC Hospital

S157 - 2211 Wesbrook Mall

Vancouver BC V6T 2B5

If to PROMIS, notices must be addressed to: ProMIS Neurosciences, Inc.

Attn. Dr. Elliot Goldstein

1920 Yonge St., suite 200,

Toronto, Ont. M4S 3E2

In the event of a change of notice address, recipient or both, a Party shall provide the other Party written notice setting forth the new address and/or recipient, as appropriate

Article XXVI. TERM AND TERMINATION

Section 26.01. Term

This Agreement shall come into effect on the Effective Date first written above and shall endure until it is terminated on one of the following possible grounds.

Section 26.02. Termination

This Agreement may be terminated: (i) by mutual agreement of the Parties; (ii) for material breach by one of the Parties hereto of its respective obligations under this Agreement; (iii) if the Parties enter into Definitive Agreements superseding or replacing this Agreement or (iv) if JV SERVICE is wound up, acquired by or merged with another entity, or otherwise ceases to exist or to do business as contemplated herein.

Section 26.03. Notice of Termination

The Party seeking to terminate this Agreement shall provide written notice to the other Party, such written notice to specify in reasonable detail the reasons for termination. Any termination based on clause (ii) above, namely material breach, shall provide at least 90 Business Days for the breaching party to cure the material breach before such termination is deemed effective.

Section 26.04. Effects of Termination

If this Agreement is terminated, all licenses of the Intellectual Property Rights, Licensed Services and Licensed Technology granted by ProMIS in this Agreement shall be terminated automatically and all rights shall revert to PROMIS, unless PROMIS agrees, in writing, in its exclusive judgement and discretion to extend the time period for (ii) above, or to modify this Agreement to allow for its continuance

If this Agreement is terminated, all licenses of the Intellectual Property Rights, Licensed Services and Licensed Technology granted by BCNI in this Agreement shall be terminated automatically and all rights shall revert to BCNI, unless BCNI agrees, in writing, in its exclusive judgement and discretion to extend the time period for (ii) above, or to modify this Agreement to allow for its continuance.

Article XXVII. ASSIGNMENT

This Agreement may not be assigned by a Party without the prior written consent of the other Party except in connection with the sale or transfer of all or substantially all of the assets of such Party relevant to the subject matter hereof, or in connection with a corporate reorganization, provided that the other Party is notified of the assignment and the assignee expressly undertakes in writing to be bound by all of the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their respective, duly authorized representatives as of the date first written above.

APPENDIX A

LICENSED TECHNOLOGY: PATENTS AND APPLICATIONS

ProMIS

[LIST OF RELEVANT ProMIS PATENTS AND APPLICATIONS]

BCNI

[LIST OF RELEVANT BCNI PATENTS AND APPLICATIONS]