Exhibit 10.22


 


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 and Know How Assignment Agreement


____________________________________________


 


by and between


 


4SC Discovery GmbH


 


and


 


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


 


2nd July 2013


 









    
	4SC – Panoptes Assignment Agreement	Page 1 of 19




     


    

  


THIS Patent and Know How Transfer Agreement
is entered into effect as of 2nd July 2013 ("Effective Date") BETWEEN:


 


		(1)	4SC Discovery GmbH, Am Klopferspitz 19a, 82152 Planegg-Martinsried, Germany,



 


("ASSIGNOR");


 


and


 


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



 


("ASSIGNEE").


 


RECITALS:


 


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



 


		(B)	ASSIGNOR is co-founder of ASSIGNEE and owner of the assets relating to PP-001.



 


		(C)	ASSIGNOR is willing to assign to ASSIGNEE certain know-how and patent rights to enable ASSIGNEE
to develop and commercialize PP-001.



 


		(D)	NOW, THEREFORE, ASSIGNOR and ASSIGNEE 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 [***], a financial investor in
ASSIGNOR, and any affiliates of [***] shall not be considered Affiliates for purposes of this Agreement.



 


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



 


		1.3	“Clinical Proof of Concept” shall mean the successful completion of a study
of a Compound in human patients to determine initial efficacy and dose range finding



 


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



 


		(i)	Foundation of ASIGNEE as evidenced by a notary public and



 


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



 


		(iii)	nomination of Dr. Franz Obermayr and Dr. Stefan Sperl as managing directors of ASSIGNEE and



 






    
	4SC – Panoptes Assignment Agreement	Page 2 of 19




     


    

 


		(iv)	approval of this Agreement by the shareholders of ASSIGNEE and



 


		(v)	obtaining a written statement by Austria Wirtschaftsservice Gesellschaft mbH that all conditions
according to their letter dated March 07, 2013 have been fulfilled and that ASSIGNEE will be funded with [***] € and



 


		(vi)	issuance of a letter by ASSIGNEE to ASSIGNOR that all of the conditions according to this Section
‎1.4 have been met including the Closing Date.



 


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



 


		1.6	"Confidential Information" shall mean and include all know how including the Transferred
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	“Licensee” shall mean a Third Party to which ASSIGNEE grants a license for further
co-development or development or commercialization or co-marketing.



 


		1.9	“Licensing” shall mean an agreement with a Third Party to which ASSIGNEE grants
a license for further co-development or development or commercialization or co-marketing.



 


		1.10	"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 ASSIGNEE or its Third
Party Licensee(s) in the Territory, less the following amounts actually deducted or allowed:



 


		(i)	[***];



 


		(ii)	[***];



 


		(iii)	[***];



 


		(iv)	[***]; and



 


		(v)	[***].



 


		1.11	"Party" or "Parties" shall mean ASSIGNOR or ASSIGNEE, or ASSIGNOR
and ASSIGNEE, whichever the context admits.



 


		1.12	“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 ASSIGNOR under the name of SC53842.



 


		1.13	“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 Transferred Patent Right covering such Compound in such country, or (ii)
ten (10) years from the first commercial sale of the Compound in such country.



 


		1.14	"Territory" shall mean the entire world.



 


		1.15	"Third Party" shall mean any other party that is independent from ASSIGNOR and
its Affiliates and ASSIGNEE and its Affiliates.



 






    
	4SC – Panoptes Assignment Agreement	Page 3 of 19




     


    

 


		1.16	"Transferred 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 its use for any therapeutic indications, and registration dossiers
to the extent owned by ASSIGNOR as of the Closing Date. Transferred 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 ‎1.16,
the Transferred Know How as of the Effective Date is described in more detail in Exhibit ‎1.16
hereto.



 


		1.17	"Transferred Patent Rights" shall mean any and all rights, as of the Closing Date
and in future, in (i) the patent applications listed in Exhibit ‎1.17
hereto, (ii) any and all patent applications which claim priority of the patent applications listed in Exhibit ‎1.17
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.



 


		1.18	"Valid Claim" shall mean any claim of an issued and unexpired Transferred 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 Transferred Patent Rights.



 









    
	4SC – Panoptes Assignment Agreement	Page 4 of 19




     


    

 


		2.	Assignment and Transfer of the Transferred Patent Rights and the Transferred Know How



 


		2.1	Effective as of the Closing Date and subject to the fulfillment of the Parties’ obligations
set forth in Section ‎3.1 below, ASSIGNOR hereby assigns
and transfers to ASSIGNEE, and ASSIGNEE hereby accepts the assignment and transfer of the whole property, right, title and interest
in and to the Transferred Patent Rights and the Transferred Know How, such assignment and transfer becoming effective on the Closing
Date. ASSIGNOR hereby acknowledges and agrees that ASSIGNEE is free to use all Transferred Patent Rights and Transferred Know How
for any purpose whatsoever, to exploit such Patent Rights and Know How by any means whatsoever and to disclose such Know How to
Third Parties without restrictions. Notwithstanding the foregoing assignment, in the event that the Closing is not consummated
within [***] calendar days from the Effective Date, ASSIGNOR shall have the right, in its sole discretion, to terminate this Agreement
including all obligations of ASSIGNOR and all rights of ASSIGNEE set forth in this Agreement.



 


		2.2	The assignment and transfer also includes any current and future claims vis-à-vis Third
Parties arising from the permitted or unpermitted use or exploitation or the violation of the Transferred Patent Rights, in particular
including any license fees, milestone payments, damage claims, claims for injunction, claims for destruction, claims for information,
and claims on account of unjust enrichment in case of violation of Transferred Patent Rights.



 


		2.3	ASSIGNOR hereby undertakes to, and to ensure that its employees, assist and execute all such further
documents, forms and authorisations as may be required to vest the whole property, right, title and interest in and to the Transferred
Patent Rights in ASSIGNEE or any Third Party transferee designated by ASSIGNEE upon the Closing Date, including but not limited
to registration of ASSIGNEE's or such Third Party's title as proprietor at the relevant patent offices anywhere in the world and
to assist in the resolution of any question concerning ownership of the Transferred Patent Rights. ASSIGNOR will provide to ASSIGNEE
such assistance as ASSIGNEE may reasonably require, including but not limited to executing all such further documents, forms and
authorisations as may be required, to enable ASSIGNEE to prosecute and maintain the Transferred Patent Rights during the period
when the assignment of the Transferred Patent Rights to ASSIGNEE or a Third Party pursuant to Section 2.1 is being registered at
the relevant patent offices.



 


		2.4	Within [***] days of the Closing Date, ASSIGNOR will deliver to ASSIGNEE all documents in its possession
relating to the Transferred Patent Rights, including but not limited to copies of all correspondence to which ASSIGNOR is a party
in relation to the prosecution and/ or maintenance of the Transferred Patent Rights. Upon the Closing Date, ASSIGNOR will instruct
its patent agents and foreign correspondents as well as any other parties retained in connection with the prosecution and/ or maintenance
of the Transferred Patent Rights that all records and correspondence, including such with the patent offices, ASSIGNOR or any patent
agent and any foreign correspondent relating to the Transferred Patent Rights are, as from the Closing Date, to be held to the
order of ASSIGNEE. ASSIGNEE will bear all costs and fees invoiced by the relevant patent offices associated with the assignment
and transfer of the Transferred Patent Rights. ASSIGNEE further agrees to reimburse ASSIGNOR all reasonable expenses ASSIGNOR incurs
with external patent agent and foreign correspondents relating to the Transferred Patent Rights up to a maximum amount of [***]
 € ([***] Euros).



 


		2.5	If ASSIGNEE reasonably believes that the data in its possession is incomplete, it shall
                                                             provide written notice thereof to ASSIGNOR, and ASSIGNOR shall furnish additional copies of the Transferred Know How to
                                                             ASSIGNEE within [***] days after receipt of ASSIGNEE's written notice. ASSIGNOR shall use its best efforts to answer all
                                                             questions regarding the Transferred Know
How received from ASSIGNEE or any Third Party owner of the Transferred Know How. ASSIGNEE is the unrestricted owner of all Transferred
Know How and is free to use and disclose such Transferred Know How in its sole discretion.



 









    
	4SC – Panoptes Assignment Agreement	Page 5 of 19




     


    

 


		2.6	Approximately [***] of PP-001 are held by ASSIGNOR upon the Effective Date. ASSIGNOR will transfer
this amount of PP-001 to ASSIGNEE at [***] after the Closing Date.



 


		3.	Payments



 


		3.1	In consideration for the assignment and the transfer of Transferred Know How and the Transferred
Patent Rights under this Agreement, ASSIGNEE agrees to pay to ASSIGNOR net as follows:



 


		(i)	On any lump sum or other consideration received by ASSIGNEE which is derived from the Licensing
of Transferred Patent Rights including, but not limited to, sublicense fees, development milestones, commercial milestones or other
payments (for the avoidance of doubts excluding research funding or other type of reimbursement for research activities and royalties)



 


		(y)	where such license has been executed before a Clinical Proof of Concept: [***]% and



 


		(z)	where such license has been executed after a Clinical Proof of Concept: [***]%



 


whereas the
total aggregated amount payable to ASSIGNOR by ASSIGNEE according to sections ‎3.1‎(i)(y)
and ‎3.1‎(i)(z)
shall not exceed [***] € ([***] Euro), and


 


		(ii)	Independently from the license payments as set forth under 3.1, ASSIGNEE shall pay to ASSIGNOR
a running royalty rate of [***]% ([***] percent) on Net Sales (including for the avoidance of doubt those of Licensee(s)) during
the applicable Royalty Term.



 


In the event
that in a country 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 ASSIGNEE and/or its Licensee(s) 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 ‎(ii) shall be reduced
by [***] percent ([***]%) for that particular country; provided however that royalties already paid by ASSIGNEE shall not be reimbursed
by ASSIGNOR.


 


Upon the
expiration of the applicable Royalty Term, the assignment 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.


 


The Parties have
evaluated the payments set out above before entering into this Agreement and have considered such payments to be at arm's
length and in conformity with Austrian capital maintenance rules. The Parties will evaluate the amount of these payments from
time to time and reduce the amount of any payments which, in future, turn out not to be at arm's length for whatever reason.
The Parties agree that this Agreement and the payments from ASSIGNEE to ASSIGNOR hereunder shall at any time be interpreted
in view to fulfil the arm's length principle and therefore, if required to be considered at arm's length, the amount of the
payments shall be deemed to be reduced accordingly.


 






    
	4SC – Panoptes Assignment Agreement	Page 6 of 19




     


    

 


		3.2	ASSIGNEE will inform ASSIGNOR within [***] days after it has received any income that triggers
a payment under section 3.1(i) and will pay the resulting amount to ASSIGNOR within [***] days after collection of such income.



 


		3.3	Running royalties payable by ASSIGNEE 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 Transferred Patent Rights or item of Transferred 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 ASSIGNOR to ASSIGNEE 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 ASSIGNEE 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 ASSIGNEE to ASSIGNOR under this Section ‎3
shall be made in Euros to the following account, unless indicated otherwise after the Effective Date or in an applicable invoice
 – free of bank charges, transfer fees or similar charges:

Owner:                  [***]

Bank Institute:     [***]

BIC Code:             [***]

IBAN:                    [***]



 


		(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 ASSIGNOR, 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 ASSIGNEE.



 


		(d)	If ASSIGNEE fails to make a timely payment pursuant to the terms of this Agreement, ASSIGNOR
                                                                  shall provide written notice of such failure to ASSIGNEE 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.



 









    
	4SC – Panoptes Assignment Agreement	Page 7 of 19




     


    

 


		(e)	For all payments to be made under this section ‎3,
ASSIGNEE 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)	ASSIGNOR is the debtor of such income taxes under applicable laws and regulations; and



 


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



 


		(iv)	ASSIGNEE provides ASSIGNOR a tax certificate of withheld and paid taxes.



 


ASSIGNEE
shall reasonably assist ASSIGNOR 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 ASSIGNEE.



 


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



 






    
	4SC – Panoptes Assignment Agreement	Page 8 of 19




     


    

 


		4.	Prosecution, Maintenance and Defense of the Transferred Patent Rights



 


		4.1	As of the Closing Date, ASSIGNEE shall take over all costs of and be solely responsible for prosecuting
and maintaining the Transferred Patent Rights. ASSIGNOR hereby acknowledges that ASSIGNEE will be the owner of the Transferred
Patent Rights and ASSIGNOR shall retain no rights, title or interest whatsoever in or to any of the Transferred Patent Rights.
For the avoidance of doubt, ASSIGNEE is entitled to abandon any or all Transferred Patent Right in its sole discretion. Without
limiting the generality of this Section ‎4.1, ASSIGNOR shall
not utilize any of the Transferred Patent Rights for any purpose whatsoever, shall not register or attempt to register, any of
the Transferred Patent Rights, or otherwise assert any ownership rights with respect to any of the Transferred Patent Rights.



 


		4.2	The Parties explicitly agree that ASSIGNEE does not assume any obligation under the German Act
on Employee Inventions (Gesetz über Arbeitnehmererfindungen) regarding the Transferred Patent Rights. ASSIGNOR shall indemnify
ASSIGNEE against any claim brought by a Third Party under such Act, including but not limited to claims for employee compensation.



 


		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 ASSIGNEE'S right to use, exploit and disclose the Transferred 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.



 






    
	4SC – Panoptes Assignment Agreement	Page 9 of 19




     


    

 


		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.



 


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



 


		6.	Contracts existing before the effective date



 


		6.1	Exhibit 6.1 contains a list of contracts that were signed by ASSIGNOR and which relate to
the Compounds. It is explicitly understood by the Parties that Exhibit 6.1 does not include contracts with service providers that
were contracted by ASSIGNOR to perform services in relation to the Compounds. ASSIGNOR will – to the extend legally possible
 – assign ASSIGNEE with the active contracts, i.e. the agreements with



 


(i)     
[***], and


 


(ii)    
[***] and


 


(iii)   
[***].


 


In case an
assignment is not possible for whatever, then ASSIGNOR will terminate these contracts and reasonably support ASSIGNEE in arranging
the discussions to enter into new contractual relationships with these parties.


 


		6.2	ASSIGNOR agrees to provide ASSIGNEE copies of the contracts listed in Section ‎6.1.



 


		6.3	ASSIGNOR agrees not to actively terminate the collaboration with NIAID that is disclosed in Exhibit
‎6.1. In case ASSIGNOR receives further data from NIAID then
ASSIGNOR will make available such data to ASSIGNEE without undue delay and such data will be considered as Transferred Know How.



 


		6.4	After the Effective Date ASSIGNOR will not enter into new contracts with Third Parties which relate
to the Compounds.



 






    
	4SC – Panoptes Assignment Agreement	Page 10 of 19




     


    

 


		7.	Warranties and Liabilities



 


		7.1	ASSIGNOR warrants and represents to ASSIGNEE that in all cases as of the Effective Date:



 


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



 


		(b)	to the best of its knowledge the Transferred Patent Rights and the Transferred 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 ‎7.1
hereto, it has no knowledge from which it can be inferred that the Transferred Patent Rights are invalid or that the use of the
Transferred Patent Rights and the Transferred Know How would infringe any patent rights or other intellectual property rights of
Third Parties or that the Transferred Patent Rights and the Transferred Know How do not infringe any patent rights of ASSIGNOR
or its Affiliates; and



 


		(e)	all fees payable in respect of the Transferred Patent Rights, including but not limited to the
application and renewal fees, have been duly paid in time and ASSIGNOR has done everything necessary to prosecute such patent applications,
and subject only to Exhibit ‎7.1 hereto so far as
ASSIGNOR is aware, there are no facts which could undermine or reduce the scope of protection of any patents arising from such
patent applications.



 


		7.2	Any new knowledge of ASSIGNOR between the Effective Date and the Closing Date relating to the warranties
and representations by ASSIGNOR in accordance to Section ‎7.1
shall be disclosed to ASSIGNEE without undue delay. In the event that this new knowledge materially adversely affects the warranties
and representations by ASSIGNOR in accordance to Section ‎7.1
ASSIGNEE shall have the right, in its sole discretion, to terminate this Agreement including all obligations of ASSIGNOR and all
rights of ASSIGNEE set forth in this Agreement.



 


		7.3	ASSIGNOR makes no representation or warranty and specifically disclaims any guarantee that the
development of Contract Products will be successful, in whole or in part, or that the Transferred Patent Rights and the Transferred
Know How will be suitable for commercialization. Other than as set out in Section ‎7.1,
ASSIGNOR expressly disclaims any warranties or conditions, express, implied, statutory or otherwise with respect to the Transferred
Patent Rights and the Transferred Know How, including without limitation, any warranty or merchantability of fitness for a particular
purpose.



 


		7.4	ASSIGNEE warrants and represents to ASSIGNOR that in all cases as of the Closing Date:



 


		(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;



 









    
	4SC – Panoptes Assignment Agreement	Page 11 of 19




     


    

 


		(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.



 


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




 


		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 Arbitration Rules of the Deutsche Institution fur 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.



 






    
	4SC – Panoptes Assignment Agreement	Page 12 of 19




     


    

 


		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.



 


Exhibits:


 


Exhibit ‎1.16
Transferred Know How


 


Exhibit ‎1.17
List of Transferred Patent Rights


 


Exhibit ‎6.1
List of contracts with Third Parties


 


Exhibit ‎7.1
List of objections and third party rights to the Transferred Patent Rights


 


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


 






    
	4SC – Panoptes Assignment Agreement	Page 13 of 19




     


    

 


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



 






    
	4SC – Panoptes Assignment Agreement	Page 14 of 19




     


    

 


Exhibit ‎1.16
Transferred Know How


 


[***]


 


[***]


 


[***]


 


[***]


 






    
	4SC – Panoptes Assignment Agreement	Page 15 of 19




     


    

 


Exhibit ‎1.17
List of Transferred Patent Rights


 


[***]


 


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


 






    
	4SC – Panoptes Assignment Agreement	Page 16 of 19




     


    

 


[***]


 


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


 






    
	4SC – Panoptes Assignment Agreement	Page 17 of 19




     


    

 





Exhibit ‎6.1
List of contracts with Third Parties


 


	
        Partner

         
	Research topic	Active	Comment
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]


 


[***]


 






    
	4SC – Panoptes Assignment Agreement	Page 18 of 19




     


    

 


Exhibit ‎7.1
List of objections and third party rights to the Transferred Patent Rights


 


[***]


 


[***]


[***]


[***]


[***]


[***]


[***]


 




 






    
	4SC – Panoptes Assignment Agreement	Page 19 of 19