SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") by and between NRM VII Holdings I, LLC, a Virginia limited liability company ("NRM"), and AmpliPhi Biosciences Corporation, a Washington corporation ("AmpliPhi

SETTLEMENT AGREEMENT

This Settlement Agreement ("Agreement")

by and between NRM VII Holdings I, LLC, a Virginia limited liability company ("NRM"), and AmpliPhi Biosciences Corporation,

a Washington corporation ("AmpliPhi), is made and entered as of November 12, 2016, with reference to the following facts:

have arisen between NRM, on the one hand, and AmpliPhi, on the other, regarding which on April 14, 2016, NRM filed a lawsuit in

the San Diego Superior Court, Case No. 37-2016-00012252-CU-BC-CTL, against AmpliPhi and the members of its Board of Directors,

and, on July 25, 2016, NRM filed a First Amended Complaint;

parties to this Agreement wish to avoid the risks, expenses and disruptions of litigation and to settle, once and forever, all

of the claims, known or unknown, which they may have against each other;

November 10, 2016, NRM and AmpliPhi participated in a mediation with Robert Meyer ("Mr. Meyer"), a mediator with JAMS.

The parties continued to negotiate a potential settlement with the assistance of Mr. Meyer; and

November 12, 2016, NRM and AmpliPhi a reached a final settlement.

NOW, THEREFORE, in consideration of the

foregoing facts and for other good and valuable consideration, NRM and AmpliPhi agree as follows:

to NRM. AmpliPhi will pay or cause to be paid to NRM $2,000,000 (two million dollars) (the "Settlement Payment").

The Settlement Payment represents the gross settlement sum in settlement of all claims, known and unknown, which NRM or any of

the other NRM Related Parties (as defined below) has against AmpliPhi or any of the other AmpliPhi Related Parties (as defined

below), including without limitation claims for breach of fiduciary duty and breach of the implied covenant of good faith and fair

dealing. AmpliPhi will arrange for payment in accordance with NRM's payment instructions. NRM has provided written payment

instructions to AmpliPhi and will provide a W-9 to AmpliPhi. The Settlement Payment will be made within twenty-one days of this

Agreement. This is the sole consideration offered to and accepted by NRM in this Agreement. Old Republic acknowledges and agrees

that it shall make the Settlement Payment to NRM within twenty-one days of this Agreement.

a. NRM and NRM Related Parties.

For the purposes of this Agreement, "NRM" refers to and means NRM and its assignees, predecessors, corporate parents,

corporate subsidiaries, and all of those entities' current and former officers, directors, managing agents, members, shareholders,

successors, assigns, employees, agents, and attorneys. "NRM Related Parties" refers to and means Third Security, LLC,

Randal J. (RJ) Kirk, Julian Kirk, and their respective assignees, heirs, predecessors, corporate parents, corporate subsidiaries,

and all of those entities' current and former officers, directors, managing agents, members, shareholders, successors, assigns,

employees, agents, and attorneys.

b. AmpliPhi and AmpliPhi Related

Parties. "AmpliPhi" refers to and means AmpliPhi and its assignees, predecessors, corporate parents, corporate

subsidiaries, and all of those entities' current and former officers, directors, managing agents, members, shareholders,

successors, assigns, employees, agents, attorneys and insurers. "AmpliPhi Related Parties" refers to and means M. Scott

Salka, Wendy Johnson, Jeremy Curnock Cook, Louis Drapeau, Paul C. Grint, Michael S. Perry, and Vijay Samant, and its and their

respective assignees, heirs, predecessors, corporate parents, corporate subsidiaries, and all of those entities' current

and former officers, directors, managing agents, members, shareholders, successors, assigns, employees, agents, attorneys and insurers.

c. NRM and NRM Related Parties

Release of AmpliPhi and AmpliPhi Related Parties. NRM on behalf itself and on behalf of the NRM Related Parties hereby release,

acquit and forever discharge to the broadest extent permitted by law any and all claims, known and unknown, against AmpliPhi and

the AmpliPhi Related Parties from any and all claims, expenses, debts, demands, costs, contracts, liabilities, obligations, actions,

and causes of action of every nature, under any theory of law, whether common, constitutional, statutory or other of any jurisdiction,

foreign or domestic, whether known or unknown, whether in law or equity, which NRM or any of the NRM Related Parties has or had

or may claim to have on its own behalf or on behalf of any other entity by reason of any and all matters from the beginning of

time to the execution of this Agreement. NRM and the NRM Related Parties acknowledge and agree that the Series B preferred shares

that were the subject of the lawsuit referenced in paragraph A above have been properly converted to AmpliPhi common stock, and

that upon payment of the sum set forth in paragraph 1 above no further consideration shall be owed and the entitlement to any accrued

dividends on the shares shall have been satisfied. The AmpliPhi Related Parties are express third-party beneficiaries of this Agreement.

The release set forth in this paragraph includes, but is not limited to, any rights or claims of a breach of the implied covenant

of good faith and fair dealing or a breach of fiduciary duty. Nothing in this paragraph is intended to limit any party's

participation in any proceeding brought by any federal, state or other governmental agency to the extent that such participation

is protected by law. Upon payment of the sum described in paragraph 1, NRM will dismiss with prejudice the action in its entirety

pending against AmpliPhi and the AmpliPhi Related Parties in San Diego Superior Court. NRM agrees to cooperate in informing the

court of the resolution of such action promptly after signing of this Agreement, and to extend the existing deadlines in such action

until it is dismissed. Each party is to bear its own costs and fees.

d. AmpliPhi and AmpliPhi Related

Parties Release of NRM and NRM Related Parties. AmpliPhi on behalf itself and on behalf of the AmpliPhi Related Parties hereby

release and discharge NRM and the NRM Related Parties from any and all claims, expenses, debts, demands, costs, contracts, liabilities,

obligations, actions, and causes of action of every nature, under any theory of law, whether common, constitutional, statutory

or other of any jurisdiction, foreign or domestic, whether known or unknown, whether in law or equity, which AmpliPhi or any of

the AmpliPhi Related Parties has or had or may claim to have on its own behalf or on behalf of any other entity by reason of any

and all matters from the beginning of time to the execution of this Agreement, including but not limited to all claims arising

out of their investment in AmpliPhi or Julian Kirk's service on the Board of Directors of AmpliPhi or the lawsuit referred

to in the recitals to this Agreement. The NRM Related Parties are express third party beneficiaries of this Agreement.

e. Section 1542 Waiver. The

parties expressly acknowledge and agree that all their respective rights, if any, under Section 1542 of the California Civil Code

are expressly waived. That section provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY

HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

f. No Other Pending Claims by

NRM. NRM on its behalf and on behalf of the NRM Related Parties represents that it has not filed any other complaints, charges,

or lawsuits against AmpliPhi or any of the AmpliPhi Related Parties with any government agency, court, arbitration service, or

other tribunal, other than the lawsuit referred to in the recitals to this Agreement, and that it agrees that it will not initiate

or encourage any such actions contrary to the terms of this Agreement. Should any person or entity file or cause to be filed any

civil action, suit, arbitration, administrative charge, or legal proceeding seeking equitable or monetary relief in connection

with any aspect of any of NRM or the NRM Related Parties' investment or equity ownership in AmpliPhi or any other matter

relating to the claims released by Section 2 of this Agreement, neither NRM nor any of the NRM Related Parties will seek or accept

any personal relief from or as the result of such civil action, suit, arbitration, administrative charge, or legal proceeding.

Nothing in this Agreement precludes NRM or the NRM Related Parties from filing a lawsuit or claim for the exclusive purpose of

enforcing their respective rights under this Agreement.

g. No Other Pending Claims by

AmpliPhi. AmpliPhi on its behalf and on behalf of the AmpliPhi Related Parties represents that it has not filed any complaints,

charges, or lawsuits against NRM or any of the NRM Related Parties with any government agency, court, arbitration service, or other

tribunal, other than the lawsuit referred to in the recitals to this Agreement, and that it agrees that it will not initiate or

encourage any such actions contrary to the terms of this Agreement. Should any person or entity file or cause to be filed any civil

action, suit, arbitration, administrative charge, or legal proceeding seeking equitable or monetary relief in connection with any

aspect of any of NRM or the NRM Related Parties' investment or equity ownership in AmpliPhi or any other matter relating

to the claims released by Section 2 of this Agreement, neither AmpliPhi nor any of the AmpliPhi Related Parties will seek or accept

any personal relief from or as the result of such civil action, suit, arbitration, administrative charge, or legal proceeding.

Nothing in this Agreement precludes AmpliPhi or the AmpliPhi Related Parties from filing a lawsuit or claim for the exclusive purpose

of enforcing their respective rights under this Agreement.

Assignments. NRM on its behalf and on behalf of the NRM Related Parties warrants and represents that it has not assigned or

in any way conveyed, all or any portion of the claims or rights released by this Agreement.

Admission of Liability and No Additional Payments. This Agreement affects the settlement of disputes which are contested in

good faith and nothing contained herein should be construed as an admission by any party of any liability of any kind with respect

thereto. All such liability is expressly denied. Each party acknowledges that it is not a prevailing party for any purpose. NRM

on its behalf and on behalf of the NRM Related Parties represents and acknowledges that it has no legal or equitable claim to any

additional compensation of any kind, including without limitation, its/their costs and fees in these claims for breach of the implied

covenant of good faith and fair dealing or breach of fiduciary duty. NRM further agrees that neither its counsel nor any counsel

to any of the NRM Related Parties has independent right to recover any additional costs or fees beyond those that may be included