Exhibit 10.23


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN
EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL TO THE REGISTRANT AND (II) WOULD BE COMPETITIVELY HARMFUL TO THE
REGISTRANT IF PUBLICLY DISCLOSED. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY [***].


 


____________________________________________


 


Patent License Agreement


____________________________________________


 


by and between


 


Panoptes Pharma Ges. m. b. H. in Gründung


 


and


 


4SC Discovery GmbH


 


2nd July 2013


 






    
	Panoptes – 4SC License Agreement	Page 1 of 18




     


    

 


THIS License Agreement is entered into
effect as of 2nd July 2013 ("Effective Date") BETWEEN:


 


		(1)	Panoptes Pharma Ges. m. b. H. in Gründung, Dr. Obermayr, Dr. Sperl; Stauraczgasse 7/15,
1050 Vienna, Austria,



 


("LICENSOR");


 


and


 


		(2)	4SC Discovery GmbH, Am Klopferspitz 19a, 82152 Planegg-Martinsried, Germany,



 


("LICENSEE").


 


RECITALS:


 


		(A)	LICENSOR has been founded to develop and commercialize the compound PP-001 (formerly SC53842) for
certain eye diseases.



 


		(B)	LICENSEE is co-founder of LICENSOR.



 


		(C)	LICENSEE has assigned to LICENSOR certain know-how and patent rights to enable LICENSOR to develop
and commercialize PP-001 in a separate Assignment Agreement.



 


		(D)	LICENSOR is willing to grant LICENSEE a defined license to that certain know-how and patent rights
that have been assigned to LICENSOR by LICENSEE in accordance with the Assignment Agreement (as defined below) to protect certain
of LICENSEE’s business interests.



 


		(E)	NOW, THEREFORE, LICENSEE and LICENSOR hereby agree as follows:



 


		1.	Definitions



 


For purposes of this Agreement,
the following terms shall have the following meanings:


 


		1.1	"Affiliate" shall mean and include in relation to each Party, any person, firm,
corporation or other entity: (i) if at least fifty percent (50%) of the voting stock or other equity interest thereof is owned,
directly or indirectly, by that Party; (ii) which owns, directly or indirectly, at least fifty percent (50%) of the voting stock
or other equity interest of that Party; or (iii) if at least fifty percent (50%) of the voting stock or other equity interest thereof
is owned, directly or indirectly, by a person, firm, corporation or other entity that owns, directly or indirectly, at least fifty
percent (50%) of the voting stock or other equity interest of that Party provided, however, that Santo Holding (Deutschland) GmbH,
a financial investor in LICENSOR, and any affiliates of Santo Holding (Deutschland) GmbH shall not be considered Affiliates for
purposes of this Agreement.



 


		1.2	"Agreement" shall mean this License Agreement and all Exhibits attached hereto,
and the terms "herein", "hereunder", "hereto" and such similar expressions shall refer to this Agreement.



 


		1.3	"Assignment Agreement" shall mean the Patent and Know How Assignment Agreement
between the Parties that came into effect on 2nd July 2013.



 


		1.4	“Closing Date” of this Agreement shall mean the date when all of the following
conditions have been met:



 


		(a)	Foundation of LICENSOR as evidenced by a notary public and



 






    
	Panoptes – 4SC License Agreement	Page 2 of 18




     


    

 


		(b)	signing of a shareholder agreement between the founding shareholders 4SC, Dr. Stefan Sperl, Dr.
Franz Obermayr and Dr. Bernd Mühlenweg and



 


		(c)	nomination of Dr. Franz Obermayr and Dr. Stefan Sperl as managing directors of LICENSOR and



 


		(d)	closing of the Assignment Agreement as described therein and



 


		(e)	approval of this Agreement by the shareholders of LICENSOR and



 


		(f)	obtaining a written statement by [***] that all conditions according to their letter dated March
07, 2013 have been fulfilled and that LICENSOR will be funded with [***] € and



 


		(g)	issuance of a letter by LICENSOR to LICENSEE indicating that all of the conditions according to
this Section ‎1.4 have been met, and also indicating the
Closing Date.



 


		1.5	"Compound" shall mean PP-001 and/or any other substance and/or therapeutic product
covered by the Licensed Patent Rights.



 


		1.6	"Confidential Information" shall mean and include all know how including the Licensed
Know How, data and information, not in the public domain, relating to Compound and the business, affairs, research and development
activities, products, results of clinical trials, national and multinational regulatory proceedings and affairs, finances, plans,
contractual relationships and operations of the Parties. Confidential Information shall also include the existence and terms of
this Agreement.



 


		1.7	"Effective Date" of this Agreement shall mean the date in the recitals.



 


		1.8	“Field” shall mean the indications rheumatoid arthritis (ICD-10: M05 –
M06) and inflammatory bowel disease (including Crohn's disease (ICD-10: K50) and ulcerative colitis (ICD-10: K51)).



 


		1.9	"Licensed Know How" shall include all specifications, results and reports of clinical
studies and all other documentation containing or embodying any data, including pre-clinical, clinical and CMC data relating to
the application for regulatory approval for the Compound, and registration dossiers to the extent owned by LICENSOR as of the Closing
Date. Licensed Know How shall further include all proprietary information, inventions, documents and materials (whether patentable
or unpatentable), which relate to the Compound, their formulations and dosage forms. Without limiting the generality of the definition
set forth in this Section ‎1.9, the Licensed Know How as
of the Effective Date is described in more detail in Exhibit ‎1.9
hereto.



 


		1.10	"Licensed Patent Rights" shall mean any and all rights, as of the Closing Date
and in future, in (i) the patent applications listed in Exhibit ‎1.10
hereto, (ii) any and all patent applications which claim priority of the patent applications listed in Exhibit ‎1.10
hereto, (iii) any and all patents granted pursuant to the patent applications referred to in (i) and (ii) above, (iv) any and all
reissues, substitutions, continuations, divisions, continuation-in-part applications, as well as patents granted on the aforementioned,
based on and including any subject matter claimed in any of the aforementioned patent applications and/ or patents, and (v) any
and all extensions of term of the patents referred to in (iii) and (iv) above (including but not limited to supplementary protection
certificates). Hereunder, “patent” shall be inclusive of intellectual rights assets conferring similar rights as a
patent, such as utility models.



 






    
	Panoptes – 4SC License Agreement	Page 3 of 18




     


    

 


		1.11	"Net Sales" shall be calculated in accordance with international financial reporting
standards (IFRS) and shall mean with respect to any Compound, the gross invoiced sales of such Compound by LICENSEE in the Field
in the Territory, less the following amounts actually deducted or allowed:



 


		(a)	[***];



 


		(b)	[***];



 


		(c)	[***];



 


		(d)	[***]; and



 


		(e)	[***].



 


		1.12	"Party" or "Parties" shall mean LICENSOR or LICENSEE, or LICENSOR
and LICENSEE, whichever the context admits.



 


		1.13	“PP-001” shall mean the chemical compound 3-(2,3,5,6-Tetrafluoro-3`-(trifluoromethoxy)
biphenyl-4-ylcarbamoyl)thiophene-2-carboxylic acid which was formerly developed by LICENSEE under the name of SC53842.



 


		1.14	“Royalty Term" shall mean, on a country-by-country and Compound-by-Compound basis,
the period of time beginning upon the date of first commercial sale of a Compound in that country, and ending upon the later to
occur of (i) the expiration of the last Valid Claim of a Licensed Patent Right covering such Compound in such country, or (ii)
ten (10) years from the first commercial sale of the Compound in such country.



 


		1.15	"Territory" shall mean the entire world.



 


		1.16	"Third Party" shall mean any other party that is independent from LICENSOR and
its Affiliates and LICENSEE and its Affiliates.



 


		1.17	"Valid Claim" shall mean any claim of an issued and unexpired Licensed Patent
Right, which has not been held unenforceable or invalid by a court or other governmental agency of competent jurisdiction in a
decision that is not appealed or cannot be appealed, and which has not been disclaimed or admitted to be invalid or unenforceable
through reissue or otherwise; as well as any pending claim in a pending patent application within the Licensed Patent Rights.



 









    
	Panoptes – 4SC License Agreement	Page 4 of 18




     


    

 


		2.	Licensing of the Licensed Patent Rights and the Licensed Know How



 


		2.1	Subject to the terms of this Agreement, LICENSOR hereby grants to LICENSEE as of the Closing Date
and LICENSEE hereby accepts, the exclusive (even as to Licensor), perpetual and irrevocable (subject to Sections ‎2.4
and ‎3.1) license under and to the Licensed Know How and
Licensed Patent Rights in order to develop and/or commercialize the Compounds within the Field in the Territory



 


		2.2	LICENSOR shall execute all documents, give all declarations regarding the licenses granted hereunder
and reasonably cooperate with LICENSEE at the costs of LICENSEE to the extent such documents, declarations and/or cooperation are
required for the recordation or registration of the license granted hereunder at competent patent offices in the Territory.



 


		2.3	Except as expressly set forth therein, LICENSOR grants no other right or license under, and reserves
all right, title and interest in and to the Licensed Know How and Licensed Patent Rights. LICENSOR reserves all rights not explicitly
granted herein.



 


		2.4	LICENSOR may at any time, but in no case earlier than [***] years after the Closing Date, request
in writing that LICENSOR may buy back from LICENSEE the license granted under this Agreement to LICENSEE. If LICENSOR makes such
request to LICENSEE then LICENSEE agrees to consider such request in good faith and to enter into appropriate negotiations with
LICENSOR about the price to buy back the license contemplated under this Agreement.



 


		2.5	Future improvements, technology or proprietary information relating to the Licensed Know How and
Licensed Patent Rights reduced to practice by either Party shall be exchanged between the Parties if requested by any Party (but
not more than twice per year).



 


		3.	Payments



 


		3.1	In consideration for the license to the Licensed Know How and Licensed Patent Rights under this
Agreement, LICENSEE agrees to pay to LICENSOR net as follows:



 


		i.	Milestone payment for reaching the following development events within the Field



 


	
        Milestone

         
	Amount in € (million)
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]


 


		ii.	Independently from the milestone payments as set forth under 3.1(i), LICENSEE shall pay to LICENSOR
a running royalty rate of [***] % ([***] percent) on Net Sales during the applicable Royalty Term.



 


In the
event that in a country in the Field in the Territory, as documented by an independent Third Party market research firm, one
or more generic products with respect to Compound are sold by any person or entity other than LICENSEE and the sales of such
generic product in such country during a calendar year are in the aggregate (on a unit equivalent basis) more than [***]
percent ([***] %) of the entire combined market for such Compound and such generic product in such country during such
calendar year, then the applicable royalty rate set forth in this section 3.1(ii) shall be reduced by [***] percent ([***] %)
for that particular country; provided however that royalties already paid by LICENSEE shall not be reimbursed by
LICENSOR.


 






    
	Panoptes – 4SC License Agreement	Page 5 of 18




     


    

 


Upon the
expiration of the applicable Royalty Term, the license under Section 2.1 in the applicable country will become fully-paid for the
applicable Compound. These financial terms are explicit and exclude any future cost sharing.


 


		3.2	LICENSEE will inform LICENSOR within [***] days after it has met any milestone that triggers a
payment under Section 3.1(i) and will pay the resulting amount to LICENSOR within [***] days after meeting such milestone.



 


		3.3	Running royalties payable by LICENSEE under Section 3.1(ii) shall be payable on a [***] basis,
within [***] days after the end of each [***], based upon the aggregate Net Sales during such [***]. Only one royalty payment shall
be due on Net Sales even though the sale or use of the Compound may be covered by more than one Licensed Patent Rights or item
of Licensed Know How in a country.



 


		3.4	At the request of either Party, the Parties shall meet and confer in good faith with respect to
which, if any, invoices shall be issued by LICENSOR to LICENSEE in connection with payments owed by the paying party to the payment
receiving party under this Section ‎3.



 


		3.5	Each royalty payment hereunder shall be accompanied by a statement in sufficient detail to allow
for the calculation of royalties due hereunder, including by showing, to the extent possible, country-by-country and broken out
by month (v) invoiced sales and Net Sales, (w) the number of units of Compound sold in such country during such calendar quarter
and the country(ies) in which such Compound was manufactured, (x) a detailed breakdown of any deductions from the invoiced sales
to obtain Net Sales (y) the amount of royalties due on such Net Sales, and (z) for the entire applicable territory, the aggregated
annual Net Sales to date.



 


		3.6	All payments to be made by LICENSEE under this
Section ‎3 are fully-earned, non-refundable, non-creditable and non-cancelable upon expiry or termination of this
Agreement for any reason whatsoever. Nothing in this Section ‎3.6 shall be deemed to limit either Party's right to claim
damages against the other Party in case of breach of this Agreement or for other causes of action or inaction.



 


		3.7	Payment Terms.



 


		(a)	All payments by LICENSEE to LICENSOR under this Section ‎3
shall be made in Euros, free of bank charges, transfer fees or similar charges. LICENSOR will inform LICENSEE about its account
details in sufficient time to allow a timely payment by LICENSEE. In case LICENSOR does not inform LICENSEE in a timely manner
then LICENSEE shall not be obliged to pay interest according to Section ‎3.7‎(d) until [***] days after receipt of
the bank account of LICENSOR.



 


		(b)	All payments by one Party to the other shall be made in full, without any deductions (subject to
section ‎3.7‎(e) below), and are exclusive of value added taxes, which shall, if applicable, be invoiced separately.



 


		(c)	If any Net Sale are received in any currency other than Euro, for purposes of calculating the payment
payable to LICENSOR, such Net Sales shall be converted into Euros at the conversion rate as quoted by the European Central Bank
on the last business day of the calendar month in which such Net Sales were received by LICENSEE.



 






    
	Panoptes – 4SC License Agreement	Page 6 of 18




     


    

 


		(d)	If LICENSEE fails to make a timely payment pursuant to the terms of this Agreement, LICENSOR shall
provide written notice of such failure to LICENSEE and interest shall accrue on the past due amount starting on the date of such
notice at the [***] rate, plus [***] percent per annum, computed for the actual number of days after the date of such notice that
the payment was past due and calculated on a daily basis.



 


		(e)	For all payments to be made under this section ‎3,
LICENSEE shall withhold taxes and other duties payable under applicable Laws and Regulations and shall forward such retained payments
to the competent tax authorities, however, only if all of the following conditions are met:



 


		(i)	the respective tax is an income tax and no use tax, franchise tax, sales tax or other tax; and



 


		(ii)	LICENSOR is the debtor of such income taxes under applicable laws and regulations; and



 


		(iii)	LICENSEE is required by laws and regulations to withhold the tax and to forward such tax to the
competent tax authorities; and



 


		(iv)	LICENSEE provides LICENSOR a tax certificate of withheld and paid taxes.



 


LICENSEE
shall reasonably assist LICENSOR in obtaining relief or exemption from any tax on all of the amounts and royalties under any applicable
tax treaty.


 


		(f)	All other taxes and duties payable hereunder shall be paid by LICENSEE.



 


		3.8	Book Keeping and
Auditing. Until the expiration of LICENSEE’s obligations to make payments under this Agreement and for a term
of [***] years thereafter, LICENSEE shall maintain complete and accurate books and records of account, in accordance with generally
accepted account principles, of all transactions and other business activities under this Agreement, sufficient to confirm the
accuracy of all reports and payments furnished by LICENSEE to LICENSOR under this Section ‎3.
Upon LICENSOR’s reasonable written notice to LICENSEE, during normal business hours and not more than once every calendar
year, a certified public accountant designated by LICENSOR and reasonably acceptable to LICENSEE shall have the right to audit
such books and records of account of LICENSEE (provided always that such certified public accountant enters into an appropriate
confidentiality agreement with LICENSEE), in order to confirm the accuracy and completeness of all such reports and all such payments;
provided that, the LICENSOR may only audit transactions that occurred within the [***] years immediately prior to the date
of the audit. Such certified public accountant may disclose to LICENSOR only whether such reports and payments are correct or incorrect
and the specific details concerning any discrepancies. No other information shall be provided to LICENSOR. LICENSOR shall bear
all costs and expenses incurred in connection with any such audit; provided, however, that if any such audit reveals a variance
of [***] percent ([***]%) or more between the amount of payments actually due and the amount of payments made to LICENSOR in any
calendar quarter, then, in addition to paying the full amount of such underpayment, plus accrued interest, LICENSEE shall reimburse
LICENSOR’s reasonable out-of-pocket costs and expenses incurred in conducting such audit.



 









    
	Panoptes – 4SC License Agreement	Page 7 of 18




     


    

 


		4.	Prosecution, Maintenance and Defence of the Licensed Patent Rights



 


		4.1	LICENSOR shall be responsible to prosecute and maintain the Licensed Patent Rights.



 


		4.2	If either LICENSOR or LICENSEE becomes aware of any infringement of any issued patent within the
Licensed Patent Rights in the Territory in the Field, it will promptly notify the other Party to that effect. LICENSOR shall at
its costs have the first right to take actions, in the courts, administrative agencies, or otherwise, including a settlement, to
prevent or enjoin any and all such infringements and other unauthorized uses of the Licensed Patent Rights in the Field in the
Territory.



 


		4.3	LICENSEE shall take no action with respect to any such infringement or unauthorized use of Licensed
Patent Rights, without the prior written authorization of LICENSOR; provided, however, that Licensee shall provide at the reasonable
request and at LICENSOR’s cost such assistance as LICENSOR shall reasonably request in connection with any action to prevent
or enjoin any such infringement or unauthorized use of any of Licensed Patent Rights in the Field in the Territory. In the event
Licensor is unable or unwilling to sue the alleged infringer in the Territory within (i) [***] days of the date of notice of such
infringement, or (ii) [***] days before the time limit, if any, set forth in applicable laws and regulations for the filing of
such actions, whichever comes first, LICENSEE may, but shall not be obligated to, take such action as LICENSEE may deem appropriate
to prevent, enjoin or otherwise address the alleged infringement or threatened infringement of a Licensed Patent Right in the Field
in the Territory. In such event, LICENSEE shall act at its own expense, and LICENSOR shall co-operate reasonably with LICENSEE,
at the expense of LICENSEE in prosecuting such action. Any recovery obtained as a result of any proceeding against a Third Party
infringer in the Field in the Territory shall be allocated as follows:



 


		(a)	the recovery shall first be used to reimburse each Party for all litigation costs in connection
with such litigation paid by that Party; and



 


		(b)	each Party shall receive [***] percent ([***]%) of any recovery remaining after payment of the
amounts specified in clause (i) above; provided that, if LICENSOR is unwilling or unable to prosecute such action and LICENSEE
elects to prosecute such action, LICENSEE shall receive [***] percent ([***]%) of any recovery remaining after payment of the amounts
specified in clause (i) above.



 


		(c)	For the avoidance of doubt, any right for LICENSEE to take action under this Section ‎4.3
is limited to the Field in the Territory.



 


		4.4	Each Party shall promptly notify the other in writing (i) of any suspected or threatened infringement
of a Licensed Patent Rights by a Third Party in the Field in the Territory, (ii) of any known or suspected unauthorized use or
misappropriation by a Third Party of any Licensed Patent Rights in the Field in the Territory, and (iii) of any assertion or claim
of alleged patent infringement by LICENSEE with respect to the exploitation of the Compounds in the Field in the Territory, and
shall provide the other Party with all evidence in its possession that tends to prove the Third Party infringement or unauthorized
use or misappropriation described in clauses (i) or (ii); or that tends to negate the alleged infringement described in clause
(iii); in the case of each of clauses (i), (ii) and (iii), to the extent such Party becomes aware of it. The Parties shall promptly
advise the other Party of any events outside the Field in the Territory of which it becomes aware that may have a material bearing
on the validity or enforceability of the Licensed Patent Rights in the Field in the Territory.



 


		4.5	If the development, commercialization or other exploitation of the Licensed Patent Rights is alleged
by a Third Party to infringe a Third Party's patent right in the Field in the Territory or in a certain country
of the Territory, the Party becoming aware of such allegation shall promptly notify the other Party.



 









    
	Panoptes – 4SC License Agreement	Page 8 of 18




     


    

 


		5.	Confidential Information



 


		5.1	All Confidential Information disclosed, revealed or otherwise made available by one Party ("Disclosing
Party") to the other Party ("Receiving Party") under, or as a result of, this Agreement is furnished
to the Receiving Party solely to permit the Receiving Party to exercise its rights, and perform its obligations, under this Agreement.
The Receiving Party shall not use any of the Disclosing Party's Confidential Information for any other purpose, and shall not disclose,
reveal or otherwise make any of the Disclosing Party's Confidential Information available to any other person, firm, corporation
or other entity, without the prior written authorization of the Disclosing Party. For the avoidance of doubt, this provision shall
not restrict LICENSEE's right to use, exploit and disclose the Licensed Know How as stipulated in above section ‎2.1.



 


		5.2	In furtherance of the Receiving Party's obligations under Section ‎5.1
hereof, the Receiving Party shall take all appropriate steps, and shall implement all appropriate safeguards, to prevent the unauthorized
use or disclosure of any of the Disclosing Party's Confidential Information. Without limiting the generality of this Section ‎5.2,
the Receiving Party shall disclose any of the Disclosing Party's Confidential Information only to those of its officers, employees,
directors, consultants, Licensees, (sub)licensees, other representatives and financial investors that have a need to know the Disclosing
Party's Confidential Information, in order for the Receiving Party to exercise its rights and perform its obligations under this
Agreement, and only if such officers, employees, directors, consultants, Licensees, (sub)licensees, other representatives and financial
investors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality
as those set out in this Agreement or are otherwise bound by obligations of confidentiality effectively prohibiting the unauthorized
use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party shall furnish the Disclosing Party with
immediate written notice of any unauthorized use or disclosure of any of the Disclosing Party's Confidential Information by any
officers, employees, directors, consultants, Licensees, (sub)licensees, other representatives and financial investors of the Receiving
Party, and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use
or disclosure of the Disclosing Party's Confidential Information.



 


		5.3	The Receiving Party's obligations under Sections ‎5.1
and ‎5.2 hereof shall not apply to the extent that any of
the Disclosing Party's Confidential Information:



 


		(a)	passes into the public domain, or becomes generally available to the public through no fault of
the Receiving Party;



 


		(b)	was known to the Receiving Party prior to disclosure hereunder by the Disclosing Party;



 


		(c)	is disclosed, revealed or otherwise made available to the Receiving Party by a Third Party that
is under no obligation of non-disclosure and/or non-use to the Disclosing Party; or



 


		(d)	is required to be disclosed under applicable law; provided, however, that the Receiving Party shall
furnish the Disclosing Party's with as much prior written notice of such disclosure requirement as reasonably practicable, so as
to permit the Disclosing Party, in its sole discretion, to take appropriate action, including seeking a protective order, in order
to prevent the Disclosing Party's Confidential Information from passing into
the public domain or becoming generally available to the public.



 









    
	Panoptes – 4SC License Agreement	Page 9 of 18




     


    

 


		5.4	The obligation of confidentiality with respect to any Confidential Information other than Licensed
Know How shall remain in effect for a term of [***] years after the Effective Date, provided that LICENSEE is entitled to limit
such term to a minimum term of [***] years if LICENSEE is unable to agree on a [***] years term with a potential licensee of the
Licensed Patent Rights and the Licensed Know How. LICENSOR's obligation of confidentiality with respect to Licensed Know How is
not limited in time and is subject only to Section ‎5.3 above.



 


		6.	Warranties and Liabilities



 


		6.1	LICENSOR warrants and represents to LICENSEE that in all cases as of the Closing Date:



 


		(a)	it owns the entire right, title and interest in the Licensed Patent Rights and the Licensed Know
How, and has the full power, right and authority to enter into this Agreement, to license the Licensed Patent Rights and the Licensed
Know How to LICENSEE pursuant to Section ‎2.1;



 


		(b)	to the best of its knowledge the Licensed Patent Rights and the Licensed Know How are free of any
encumbrances;



 


		(c)	to the best of its knowledge it has not granted licenses or similar rights for co-development or
development or commercialization or co-marketing or other exploitation to Third Parties;



 


		(d)	subject only to Exhibit ‎6.1
hereto, it has no knowledge from which it can be inferred that the Licensed Patent Rights are invalid or that the use of the Licensed
Patent Rights and the Licensed Know How would infringe any patent rights or other intellectual property rights of Third Parties
or that the Licensed Patent Rights and the Licensed Know How do not infringe any patent rights of LICENSOR or its Affiliates.



 


		6.2	Any new knowledge of LICENSOR between the Effective Date and the Closing Date relating to the warranties
and representations by LICENSOR in accordance to Section ‎6.1
shall be disclosed to LICENSEE without undue delay. In the event that this new knowledge materially adversely affects the warranties
and representations by LICENSOR in accordance to Section ‎6.1
LICENSEE shall have the right, in its sole discretion, to terminate this Agreement including all obligations of LICENSOR and all
rights of LICENSEE set forth in this Agreement.



 


		6.3	LICENSOR makes no representation or warranty and specifically disclaims any guarantee that the
development of Compounds will be successful, in whole or in part, or that the Licensed Patent Rights and the Licensed Know How
will be suitable for commercialization. Other than as set out in Section ‎6.1,
LICENSOR expressly disclaims any warranties or conditions, express, implied, statutory or otherwise with respect to the Licensed
Patent Rights and the Licensed Know How, including without limitation, any warranty or merchantability of fitness for a particular
purpose.



 


		6.4	LICENSEE warrants and represents to LICENSOR that in all cases as of the Closing Date:



 






    
	Panoptes – 4SC License Agreement	Page 10 of 18




     


    

 


		(a)	it is a corporation or entity duly organized and validly existing under the laws of the state or
other jurisdiction of its incorporation or formation;



 


		(b)	the execution, delivery and performance of this Agreement does not conflict with any other agreement
by which it is bound, and has been duly authorized by all requisite corporate or shareholder action and approval and does not require
any third party consent or authorization in connections with the execution and consummation of this Agreement;



 


		(c)	it has the power and authority to execute and deliver this Agreement and to perform its obligations
hereunder; and



 


		(d)	its activities under this Agreement do not violate in a material way or with material consequences
any applicable laws and shall continue to do so throughout the term of this Agreement.



 


		7.	TERM AND TERMINATION



 


		7.1	This Agreement will become effective on the Effective Date and will expire on a country by country
basis with the expiry of the royalty payments obligations under Section 3.1(ii) above (the “Term”). Upon its
expiration in accordance with this Section, the rights granted under Section 2.1 shall in the respective country become irrevocable,
perpetual and fully paid up, unless this Agreement is terminated prematurely pursuant to Sections 6.2 or under this Section 7.



 


		7.2	Ordinary Termination by LICENSEE. LICENSEE shall be entitled to terminate this License Agreement
at any time for any and no reason upon [***] days prior written notice.



 


		7.3	Extraordinary Termination for Breach. In the event that either Party (the "Breaching
Party") commits a material breach or default of any of its obligations hereunder, the other Party hereto (the "Non-Breaching
Party") may give the Breaching Party written notice of such material breach or default, and shall request that such material
breach or default be cured as soon as reasonably practicable. In the event that the Breaching Party fails to cure such breach or
default within [***] days after the date of the Non-Breaching Party's notice thereof (in the event of default of payment within
[***] days after the date of the Non-Breaching Party's notice), the Non-Breaching Party may submit the matter to arbitration in
accordance with Section 8.3. If the Breaching Party fails to cure such non-fulfilment as determined by the arbitration award within
the time period set forth in the arbitration award, or if no such time period is stated within [***] days following the arbitration
award, the Non-Breaching Party may terminate this Agreement with immediate effect. Termination of this Agreement in accordance
with this Section ‎7.3 shall not affect or impair the Non-Breaching
Party's right to pursue any legal remedy, including, but not limited to, the right to recover damages, for any harm suffered or
incurred by the Non-Breaching Party as a result of such breach or default.



 


		7.4	Upon termination under Section ‎7.3:



 


		(a)	LICENSEE’s license shall immediately lapse with respect to the Field in the Territory;



 


		(b)	Immediately upon the termination of this Agreement, LICENSEE shall cease all development, commercialization
and sale of the Compounds under the license granted hereunder in the Field in the Territory provided, however, that LICENSEE shall
have the right to distribute and sell its existing inventory of the Compounds in the Field and in the Territory subject to LICENSEE's
continuing obligation to pay royalties with respect to the
Net Sales derived from the distribution and sale of such existing inventory of the Compounds.



 









    
	Panoptes – 4SC License Agreement	Page 11 of 18




     


    

 


		7.5	Expiry or termination of this Agreement for any reason whatsoever shall not relieve LICENSEE of
its obligations to pay all royalties and other amounts payable to LICENSOR which have accrued prior to, but remain unpaid as of,
the date of expiry or termination hereof, or which accrue thereafter, in accordance with Section ‎7.4‎(b).



 


		7.6	Sections ‎5, ‎6,
‎7 and ‎8
shall survive any termination of this Agreement. In addition, Section 3 shall survive to the extent necessary for LICENSEE to fulfil
its obligations under Section ‎7.4‎(b).



 


		8.	Miscellaneous



 


		8.1	All notices, reports and other communications between the Parties under this Agreement shall be
sent by registered air mail, postage prepaid and return receipt requested, by international air courier, or by facsimile, with
a confirmation copy sent by registered air mail or international air courier, addressed as follows:



 


	 	To LICENSOR	Panoptes Pharma Ges. m. b. H. in Gründung
	 	Attention: Dr. Obermayr, Dr. Sperl
	 	Stauraczgasse 7/15,
	 	1050 Vienna
	 	Austria
	 
	 	To LICENSEE	4SC Discovery GmbH
	 	Attention: Managing Director
	 	Am Klopferspitz 19a
	 	82152 Martinsried
	 	Germany




 


		8.2	This Agreement shall be governed by, and interpreted in accordance with the laws of Germany. The
validity of the intellectual property rights shall be subject to an evaluation under the law of the country in which the intellectual
property rights were applied for or have been issued.



 


		8.3	Any dispute relating to the validity, performance, construction or interpretation of this Agreement
which cannot be resolved amicably between the Parties shall be submitted to binding arbitration, to be held in Munich, Germany,
in accordance with the Arbitration Rules of the Deutsche Institution für Schiedsgerichtsbarkeit e.V. The decision of
the arbitrators in any arbitration proceeding between the Parties under this Section ‎8.3
shall be: (i) in writing, stating the reasons therefor; (ii) based solely on the terms and conditions of this Agreement, as interpreted
in accordance with the laws of the Federal Republic of Germany; (iii) final and binding upon the Parties; and (iv) enforceable
in any court of competent jurisdiction. The Parties agree that this Agreement shall be construed and interpreted in its English
version only. Any translation of this Agreement into another language shall be for convenience only and shall not be used to construe
and interpret this Agreement.



 


		8.4	If any provision of this Agreement is determined by any court or administrative tribunal of competent
jurisdiction to be invalid or unenforceable under applicable law, the Parties shall negotiate in good faith a replacement provision
that is commercially equivalent, to the maximum extent permitted by applicable law, to such invalid or unenforceable provision.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement.



 






    
	Panoptes – 4SC License Agreement	Page 12 of 18




     


    

 


		8.5	This Agreement, together with all Exhibits attached hereto, constitutes the entire agreement between
the Parties, and supersedes all prior agreements, understandings and communications between the Parties, with respect to the subject
matter hereof. No modification or amendment of this Agreement shall be binding upon the Parties unless in writing and executed
by the duly authorized representative of each of the Parties. This provision shall also apply to any change of this Section ‎8.5.



 


		8.6	The failure by either Party to assert any of its rights hereunder shall not be deemed to constitute
a waiver by that Party of its right thereafter to enforce each and every provision of this Agreement in accordance with its terms.



 


		8.7	Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without
the prior written consent of the other Party, except that a Party may make such an assignment or transfer without the other Party’s
consent (i) to the assigning Party’s Affiliates or (ii) to the successor to all or substantially all of the business or assets
of such Party to which this Agreement relates (whether by merger, sale of stock, sale of assets or other transaction). Any permitted
assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment by either Party in
violation of the terms of this Section ‎8.7 will be null
and void.



 


Exhibits:


 


Exhibit ‎1.9
Licensed Know How


 


Exhibit ‎1.10
List of Licensed Patent Rights


 


Exhibit ‎6.1
List of objections and third party rights to the Licensed Patent Rights


 


***** signature page follows *****


 






    
	Panoptes – 4SC License Agreement	Page 13 of 18




     


    

 	Panoptes Pharma Ges. m. b. H. in Gründung	 	4SC Discovery GmbH
	 	 	 
	/s/ Dr. Franz
    Obermayr	 	/s/ Dr. Stefan
    Strobl
	By: Dr. Franz Obermayr	 	By: Dr. Stefan Strobl
	Title: CEO	 	Title: Managing Director
	 	 	 
	/s/ Dr. Stefan
    Sperl 	 	/s/ Dr. Daniel
    Vitt
	By: Dr. Stefan Sperl	 	By: Dr. Daniel Vitt
	Title: COO	 	Title: Managing Director



 






    
	Panoptes – 4SC License Agreement	Page 14 of 18




     


    

 


Exhibit ‎1.9:
Licensed Know How


 


[***]


 


[***]


 


[***]


 


[***]


 






    
	Panoptes – 4SC License Agreement	Page 15 of 18




     


    

 





Exhibit ‎1.10
List of Licensed Patent Rights


 


[***]


 


	Country	Application No.	Patent No.	4SC Ref	Boehmert Ref
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]


 






    
	Panoptes – 4SC License Agreement	Page 16 of 18




     


    

 


[***]


 


	Country	Application No.	Patent No.	4SC Ref	Boehmert Ref
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]


 






    
	Panoptes – 4SC License Agreement	Page 17 of 18




     


    

 





Exhibit ‎6.1
List of objections and third party rights to the Licensed Patent Rights


 


[***][***][***][***][***][***][***]




 






    
	Panoptes – 4SC License Agreement	Page 18 of 18