What changed in this filing

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Item 5. Other Information

2020-11-12 compared with 2020-08-14 · 91 added, 22 removed, 23 unchanged (83% of the section changed)

6 unchanged sentences

each 50,000 ten-year options to purchase common stock with an exercise price of $2.77 per share which vest in one year.

1, 2020, Material Transfer and Research Agreement with the University of Rochester.

(Portions of this Agreement have been

redacted in compliance with Regulation S-K Item 601(b)(10))*

23, 2020, Specialized Services Agreement with Utah State University.

(Portions of this Agreement have been redacted in

compliance with Regulation S-K Item 601(b)(10))*

1, 2020, Material Transfer and Research Agreement with the Japanese National Institute of Infectious Diseases and Shionogi

November 10, 2020, we entered into a five year employment agreement with Thomas Equels (the “Employment Agreement”).

Pursuant to the Employment Agreement, Mr.

Equels will continue to serve as our President, CEO and will serve as our Executive

Vice Chairman of the Board of Directors.

Equels will receive an annual base salary of $850,000 and is entitled to a year-end

target bonus of $350,000 based upon performance goals established by the Board’s Compensation Committee.

To incentivize Mr.

Equels to advance our long term objectives, each year he will receive options (“Long Term Options”) to purchase 300,000

shares of our common stock, the first such Long Term Options to be issued on November 30, 2021.

The exercise price of these options

will be the closing price of our common stock on the NYSE American on the trading date immediately preceding the date of the award

The Long Term Options will vest one year after their issuance.

Equels will be entitled to awards (“Event Awards”) equal to 3% of the “Gross Proceeds”

from specific licensing

agreements or individual acquisitions of a “therapeutic indication”

(each, an “Event”).

Gross Proceeds

means those cash amounts paid to us by the other parties for each licensing agreement and specific therapeutic indication acquisition,

and “specific therapeutic indication means a specific target organ pathologically recognized as a cancer indication, a vaccine

enhancer for a specific infectious target, broad spectrum antiviral indications, or a medical entity associated with persistent

severe fatigue.

Equels also will be entitled to an award (an “Acquisition Award”) equal to 3% of the Gross Proceeds,

upon the sale of our company or substantially all of our assets (an “Acquisition”).

An Event Award or Acquisition

Award shall be paid in cash within 90 days of our receipt of the Gross Proceeds.

Equels will receive customary allowances and fringe benefits as set forth in the Employment Agreement.

The Employment Agreement

runs for five years and, thereafter, automatically renews for three year periods unless either party informs the other in writing

at least 180 days prior to the end of the then term of the Employment Agreement, that it does not intend to renew the Employment

In the event of a change in control of our company (excluding any Acquisition), the term of the Employment Agreement

shall be extended for three years on the date of change in control.

may terminate Mr.

Equels’

employment with or without “Cause”.

“Cause”

means the willful engaging

Equels in illegal conduct, gross misconduct or gross violation of our Code of Ethics and Business Conduct, which is demonstrably

and materially injurious to us.

Equels shall not be deemed to have been terminated for Cause unless he receives notice that

a majority of our Directors believes that he should be terminated for Cause.

The matter shall be adjudicated by a retired Florida

judge or a Florida certified mediator mutually acceptable to our Board and Mr.

Equels, before whom Mr.

Equels has been given the

opportunity to be heard, and requires a finding that he was guilty of intentional and material misconduct according to the foregoing

standards and utilizing the legal standard of beyond all reasonable doubt.

Upon termination for Cause, Mr.

Equels shall be entitled

to his salary, bonus and Long Term Options through the last day of his actual employment by us subsequent to the foregoing proceeding.

If we terminate him without Cause, Mr.

Equels shall be entitled to his compensation through the last day of the then current term

of the Employment Agreement.

In the event Mr.

Equels’

employment is terminated due to his death or disability, we shall

pay to him or his estate, at the time of such termination, his base salary, applicable benefits, and all unvested Long Term Options

shall immediate vest.

In the event of his permanent disability, we will provide an additional two years of base salary.

Compensation Committee, after reviewing a report from a compensation advisor, determined that Mr.

Equels’

compensation was

below that of certain peer pharmaceutical/biotechnology companies in certain compensation categories and noted that, due to substantial

financial constraints, Mr.

Equels had not received an increase in base salary in four years.

The Compensation Committee also noted

that, under Mr.

Equels’

leadership, we had recovered from a distressed situation, which included insufficient funds for

drug development, no adequate reserves of experimental drug product and the consequent inability to conduct clinical trials and

a high burn rate.

Under his tenure we have substantially reduced our burn rate through a series of moves to eliminate waste and

inefficiency, raised significant capital to provide an operating reserve, initiated an oncology clinical program which now has

multiple oncology clinical trials at academic centers underway, initiated a COVID-19 R&D program with clinical trials imminent

and initiated multiple provisional Ampligen utility patent applications in COVID-19, oncology, endometriosis, and manufacturing.

To compensate Mr.

Equels for these accomplishments, we awarded him 300,000 options with the same terms as the Long Term Options.

above summaries of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of

the agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

10, 2020 employment agreement with Thomas K.

July 1, 2020, Material Transfer and Research Agreement with the Japanese National Institute of Infectious Diseases and Shionogi & Co., Ltd.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))**

6, 2020, Clinical Trial Agreement with Roswell Park Comprehensive Cancer Center.

(Portions of this Agreement have been

redacted in compliance with Regulation S-K Item 601(b)(10))*

6, 2020, Project Work Order with Amarex Clinical Research LLC.

(Portions of this Agreement have been redacted in compliance

with Regulation S-K Item 601(b)(10))*

Certification

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.*

Certification

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.*

Certification

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.*

Certification

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.*

July 6, 2020, Clinical Trial Agreement with Roswell Park Comprehensive Cancer Center.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))**

August 6, 2020, Project Work Order with Amarex Clinical Research LLC.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))**

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.*

Instance Document * ***

5 unchanged sentences

Filed herewith.

Filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period

ended June 30, 2020 filed August 14, 2020 and is hereby incorporated by reference.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement

6 unchanged sentences

Financial Officer

August 14, 2020

November 12, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information