Exhibit 10.9


 


Silent
Partnership Agreement


 


Between
the Company


 


PharmGenomics
GmbH, Robert-Koch-Str. 50, 55129 Mainz, Germany


 


-
hereinafter also referred to as the “Participant” -


 


and
the


 


[______________________]


 


-
hereinafter also referred to as the “Participation Provider” -


 


§
1


 


Overview


 


		(1)	The
Participation Provider agrees to be a silent partner in the commercial enterprise operated by the Participant in accordance with the
following provisions set forth in this Silent Partnership Agreement (the “Agreement”).



 


		(2)	This
Agreement shall become effective upon fulfilment of the requirements set forth in § 4 by the Participant, but no earlier than the
day following the signing of this Agreement by all Parties.



 


§ 2


 


Contribution


 


		(1)	The
Participation Provider makes a contribution of EUR [________] ([_____________] thousand euros) in cash (the “Contribution”).



 


		(2)	The
Contribution shall be made in accordance with and upon fulfilment of the provisions of this Agreement, including Annexes 1 to 4, by way
of a call for corresponding funds by the Participant.



 


		(3)	The
Participant may refuse to pay the Contribution if there are reasons which would entitle it to terminate the agreement in accordance with
§ 16 (2) of this agreement or if the Participant is insolvent or threatened with insolvency in accordance with §§ 17,
18 of the German Insolvency Statute (the “InsO”) as amended or if the Participant is over-indebted in accordance with §
19 of the InsO as amended, even if no application for the opening of insolvency proceedings has been filed.



 


		(4)	The
Participant is only entitled to dispose of the Contribution as defined in the preceding paragraphs to third parties with the prior consent
of the Participation Provider.



 


		(5)	There
is no obligation on the part of the Participation Provider to make additional contributions.



 


§
3


 


Use
of Funds


 


The
funds made available by the Participation Provider on the basis of this Agreement may only be used by the Participant to finance the
project described in below and in § 3 :


 


Residual
development and market launch of further genetic tests in the field of “in vitro diagnostics”.


 


The
total amount of the project costs should not exceed EUR [________] ([_____________] euros) or the cost/financing plan for the project
set forth in Annex 1 and the implementation of the “ERP Start-up Funding Plan,” attached as Annex 4.


 






     


     


    

 


§
4


 


Effect
of the contract


 


The
effectiveness of the contract is dependent on the fulfilment of the following conditions:


 


		(1)	Full
financing of the project



 


		●	Commitment
of [€________] for open participation in the total amount of [€_________];



 


		●	Commitment
of the FIB for an open participation in the total amount of [€_______];



 


		●	Commitment
for silent participations in the amount of [€_________].



 


		(2)	Submission
of a current certificate in tax matters from the responsible tax office in the original.



 


		(3)	Before
the Contribution, the acquisition of shares must have been carried out in accordance with the standards of the Participation Provider
under an open participation agreement and an amendment of the articles of association.



 


		(4)	Before
the Contribution, Participant must demonstrate that it owns the entire right, title and interest in its patents, trademarks, copyrights,
trade secrets, know-how and other proprietary material and concepts (“Intellectual Property”), and demonstrate that no claims
have been asserted challenging Participant’s inventorship, ownership or right to use the Intellectual Property. Possible future
patent applications must be disclosed by Participant.



 


		(5)	All
documents to be submitted must not give rise to any concerns.



 


§
5


 


Call
for funds


 


		(1)	The
Participation Provider shall make available the Contribution in accordance with the following provisions:



 


The
payment of the Contribution will be made in two tranches and is subject to the condition that the Participant is satisfying the submitted
business plan set forth in Annex 4.


 


The
Participant and Participation Provider agree to the following:


 


The
conditions set forth in Annex 4 must be fulfilled before a first payment of € [________] is made by [________] .


 


All
relevant evidence must be provided in writing by PharmGenomics GmbH.


 


Before
a second disbursement in the amount of € [______] is made by [________] at the latest, the requirements set forth in Annex 4 must
be met. 


 


Revenues
are reported using BWAs. Other operating income is evidenced by grant notices, quarterly payment requests and bank statements. EBITDA
is evidenced by appropriate supporting documentation from a tax accountant’s office or auditor.


 


If
the above requirements are not met, the Participation Provider is not obliged to disburse the Contribution. If the above requirements
for the call of funds are met, the Participant may call for the Contribution immediately and in the amount provided.


 


		(2)	The
                                            Participation Provider assumes that the Contribution will be called by the Participant in
                                            accordance with the cost/financing plan, but no later than [_____________]. If the first
                                            tranche is not called by this date, this agreement shall end without the need for written
                                            termination.



 


§
6


 


Repayment
of appropriations in the event of misuse


 


The
Participation Provider shall be entitled to repayment of the portion of the Contribution not used immediately or in full for the purpose
stipulated in § 3 of this Agreement. The funds may only be called up again once the conditions for their appropriate use have been
met. Statutory rights of recovery as well as the other provisions of this Agreement shall remain unaffected by the provision pursuant
to § 6 of this Agreement.


 



    2


     


    

 


§
7


 


Duration
of the silent partnership


 


The
silent partnership begins with the payment of the Contribution or, in the case of partial payment, with the payment of the first tranche.
The silent partnership established by this contract ends regularly with the full repayment of the contribution in accordance with the
provisions of this contract, but no later than [________________].


 


§
8


 


Financial
year


 


The
fiscal year of the silent partnership corresponds to that of the Participant. The financial year of the Participant ends on December
31.


 


§
9


 


 Remuneration




 


		(1)	The
Participant owes the Participation Provider a minimum remuneration of [___]% of the Contribution or portion of the Contribution made
(the “Renumeration “). The Remuneration is due in arrears on 30 June 30 and December 31 of each year.



 


		(2)	In
addition to the Renumeration, the Participation Provider receives a share of the Participant’s annual net income before taxes as
determined in accordance with subsection a) below. This amounts to [____]% of the net income before taxes, but not more than [___]%of
the amount invested (profit-related remuneration); however, for a period in which the Participation Provider holds more than one silent
participation in the Participant, it only receives a total of 50 % of the net income before taxes.



 


		a)	The
profit participation of the Participation Provider shall be determined on the basis of the pre-tax annual net profit determined in the
commercial balance sheet of the Participant before taking into account the profit share attributable to the Participation Provider. The
annual net income before taxes determined in accordance with this section shall form the basis for the calculation of the profit participation
of the provider of the participation after the corrections carried out below have been made:



 


		●	Managing
directors’ salaries of the Participant and other payments to managing directors (e.g. bonuses, pension provisions) are to be added
to the annual result.



 


		●	Special
reserves with an equity portion and tax-exempt reserves are allocated to profit or loss when they are created and deducted when they
are released.



 


		b)	The
profit-related remuneration payable is to be paid to the Participation Provider within two weeks of the preparation of the annual financial
statements.



 


		c)	If
the annual financial statements of the Participant are amended, the amended amounts shall also be taken into account when determining
the Participant’s profit participation. Compensation payments are to be made by the Participant within four weeks after the amendment
of the corresponding tax assessment notices has become final.



 


		(3)	The
Participation Provider is entitled to demand a one-off remuneration (final remuneration) at the end of the investment term. The final
remuneration amounts to [___] % of the Participation Provider’s contribution.



 


		(4)	If
the annual financial statements are not available within six months of the end of the financial year, an amount of [____]% of the Contribution
shall be paid in advance as profit-related remuneration. If, after the annual financial statements are available, it becomes apparent
that the advance payment of the profit-related remuneration has not been made or has not been made in full, the participant may demand
that the overpaid amount be refunded. The participant is not entitled to interest on the overpaid amount.



 


		(5)	Any
capital gains tax incurred shall be borne by the Participation Provider. The registration and payment of the capital gains tax and the
solidarity surcharge - as long as this is levied - is carried out by the participant. The Participant shall promptly issue a tax certificate
in accordance with section 45a(2) of the German Income Tax Law (“EStG”) for the amounts remitted and forward it to the Provider.



 


		(6)	The
Participant authorises the Participation Provider to collect all remuneration pursuant to this § 9 by direct debit from the following
account:



 


Bank:



Account
holder: 


Account
no.: 


Bank
code: 


 


or



 


IBAN:



BIC:




 



    3


     


    

 


§
10


 


Accounts
of the Participation Provider; withdrawals


 


The
Contribution must be entered by the Participant in a separate account for accounting purposes. Withdrawals by the Participation Provider
from this account are excluded during the term of the participation.


 


§
11


 


Loss
participation, subordination


 


		(1)	The
                                            Particidpating Provider does not participate in the loss of the participant with his contribution.



 


		(2)	Provided
                                            that



 


		-	any
other silent partners make a subordination to the extent set out below and maintain it for the duration of their silent participation;
and



 


		-	all
other shareholders make subordination declarations with regard to their claims of all kinds against the Participant and maintain them
for their contractual term



 


in
order to avoid over-indebtedness under section 19 of InsO, as amended), the Participant shall, in any insolvency proceedings relating
to the assets of the Participant, subordinate its claim for repayment of the contribution in accordance with sections 19(2) and 39(2)
of InsO to the claims specified in section 39(1) of InsO.


 


To
the extent and as long as this is necessary to avoid over-indebtedness, the provider of the participation may demand repayment of the
contributions, even outside of insolvency proceedings, only to the extent that payment can be made from a balance sheet profit, a liquidation
surplus or the assets exceeding the other liabilities of the participant in the participation.


 


Insofar
as creditors of the Participant have also submitted a declaration of subordination or comparable declarations, the Participation Provider
shall rank pari passu with these creditors if the requirements of sentence 2 are met.


 


However,
in relation to creditors who are shareholders of the Participant or close relatives of a shareholder within the meaning of § 15
of the German Fiscal Code (“AO”) or companies affiliated with a shareholder within the meaning of §§ 15 et seq. of
the German Stock Corporation Act (“AktG”), the deposit claim of the Participation Provider shall, however, be satisfied with
priority if the requirements of sentence 2 of §§ 15 et seq.of the AktG are met.


 


§
12


 


Management

Transactions requiring approval


 


		(1)	Management
is the sole responsibility of the Participant.



 


		(2)	The
Participant is obliged to obtain the prior consent of the principal in the case of legal transactions and actions that go beyond the
scope of normal business operations and may have a not merely insignificant impact on the net assets and results of operations. The prior
consent of the principal is required in particular for the following measures:



 


		a)	Change
of the object of the Participant;



 


		b)	Conversions
                                            within the meaning of the German Transformation Act (“UmwG”);



 


		c)	Changes
                                            in the corporate relationships, in particular the admission of further shareholders including
                                            the establishment of further silent partnerships as well as their premature termination and/or
                                            repayment;



 


		d)	Appointment
                                            and dismissal of managing directors;



 


		e)	Determination
                                            of the level of directors’ salaries;



 


		f)	Hiring
                                            and firing of employees with an annual income of more than EUR 60,000 and their remuneration
                                            in any form;



 


		g)	Acquisition
                                            of or participation in other companies and their disposal;



 


		h)	Abandonment,
                                            sale, lease or relocation of the business or significant parts of the business;



 


		i)	the
                                            not merely insignificant expansion, restriction or other change in the scope of business;



 


		j)	Establishment
                                            of branches;



 



    4


     


    

 


		k)	Acquisition,
                                            sale or encumbrance of real estate or rights equivalent to real estate and sale or encumbrance
                                            of other not insignificant assets of the Participant;



 


		l)	Assumption
                                            of guarantees or warranties for third parties, granting of loans, if and to the extent that
                                            the assumption or granting goes beyond the ordinary course of business;



 


		m)	Repayment
                                            of loans to shareholders;



 


		n)	Conclusion,
                                            amendment or cancellation of control, profit and loss transfer agreements;



 


		o)	Conclusion,
                                            termination, amendment and extension of consultancy contracts of all kinds with a remuneration
                                            of more than EUR 15,000 per annum;



 


		p)	Assumption
                                            of obligations for investments that are not included in the project financing by the equity
                                            provider and that exceed the amount of EUR 50,000 or in the case of leasing, rental or lease
                                            agreements that exceed the amount of EUR 3,000 per month;



 


		q)	Disposition
                                            of industrial property rights as well as conclusion and termination of patent, license, know-how,
                                            distribution and cooperation agreements, if and to the extent that the disposition, conclusion
                                            or termination of the agreement goes beyond the ordinary course of business.



 


		(3)	It
                                            must be ensured that there are no transfers of assets of any kind, in particular as a result
                                            of changes in the shareholder structure, Participant spin-offs or

                                            splits, conversions, increases in managing directors’ salaries/executive board remuneration,
                                            sales of Participant assets to relatives, employment of relatives and/or other (legal) transactions
                                            at non-market conditions.



 


		(4)	Profit
                                            distributions to the shareholders may only be made once all due payment obligations to the
                                            Participation Provider, including any arrears, have been fulfilled. Statutory regulations
                                            on the admissibility of profit distributions in terms of reason and amount remain unaffected
                                            by the regulation pursuant to section 12(1).



 


		(5)	Insofar
                                            as legal transactions and actions have been undertaken in breach of the above paragraphs
                                            2 to 4, the Participation Provider shall be placed in the position it would have been in
                                            if the legal transaction or action had not been undertaken, in particular when calculating
                                            its payment claims in accordance with § 9 of this Agreement. Further rights of the Participation
                                            Provider, in particular to termination of this Agreement or any claims for damages, shall
                                            remain unaffected by the provision pursuant to section 12(1).



 


§
13


 


Information
obligations of the Participant; proof of use of funds


 


		(1)	The
                                            Participant must provide the Participation Provider with evidence of the proper use of the
                                            funds within [        ] months of the end of the project period, but no later than the end of the
                                            sixth month following the request for the second tranche of the contribution. Upon request
                                            by the Participation Provider, the Participant is additionally obliged to submit proof of
                                            interim use of funds within a period of four weeks.



 


		(2)	The
                                            Participant shall prepare its annual financial statements within the first five months after
                                            the end of each financial year and shall submit them to the Participation Provider in writing
                                            before they are adopted. Objections to the annual financial statements may only be raised
                                            by the Participation Provider within three weeks of receipt of the annual financial statements.



 


		(3)	The
                                            Participant is obliged to submit to the Participation Provider within the first six months
                                            of the following financial year the audited balance sheet with profit and loss account as
                                            well as the audit report. In addition, the annual financial statements of subsidiaries, affiliated
                                            companies and, if applicable, existing consolidated financial statements must be submitted
                                            to the Participant within the same period. If the completion of annual financial statements
                                            is delayed, this must be notified to the provider of the participation, stating the reasons
                                            and submitting the necessary documents. In this case, the preliminary figures are to be submitted
                                            first with a confirmation from a tax advisor.



 


		(4)	The
                                            Participant shall, without being requested to do so, fulfil the submission and reporting
                                            obligations vis-à-vis the provider of the equity participation set out in Section
                                            II.7 of the Principles of Equity Participation within the deadlines specified.



 


		(5)	Furthermore,
                                            the Participant undertakes to inform the Participation Provider without delay of any circumstances
                                            that may jeopardise the purpose of the Participation and/or cause considerable delays in
                                            the funded project.



 



    5


     


    

 


§
14


 


Control
rights of the Participation Provider


 


		(1)	The
                                            Participation Provider and/or its agents shall be entitled to monitor and inspect the Participant,
                                            in particular with regard to the use of funds agreed in this Agreement. The Participant and
                                            its agents may demand all necessary information from the Participant, inspect its business
                                            documents, including tax files, and visit the Participant’s premises at any time. The Federal
                                            Audit Office and the Federal Ministry for Economic Affairs and Energy (BMWi) have corresponding
                                            monitoring and inspection rights. An auditor may also be commissioned to carry out the monitoring
                                            and review.



 


		(2)	The
                                            Participation Provider reserves the right to demand the involvement of external consultants
                                            if deficits are identified in the commercial and/or business management area. This is particularly
                                            the case if the reporting system to be provided to the Participation Provider does not meet
                                            the required standard.



 


		(3)	The
                                            Participation Provider shall have a claim against the Participant for reimbursement of the
                                            costs incurred in the course of the monitoring and review insofar as the Participant is responsible
                                            for the reason for the specific monitoring or review measures. This shall be the case in
                                            particular if the Participant has not or not sufficiently complied with the information obligations
                                            set out in § 13 of this Agreement despite having given notice of defects within 2 weeks.



 


§
15


 


Release
from secrecy


 


The
Participant releases the guarantor from the duty of confidentiality vis-à-vis its Participants, including their executive bodies,
the bodies authorised to audit in connection with the acquisition of the participation, as well as vis-à-vis the Federal Audit
Office and the Federal Ministry of Economics and Technology. Furthermore, the Participant is released from the duty of confidentiality
insofar as it is legally obligated to provide information to third parties or provides information to third parties who are themselves
legally obligated to maintain confidentiality. In addition, the Participant releases its principal bank from the duty of confidentiality
vis-à-vis the Participation Sponsor.


 


§
16


 


Early
termination of the Participant


 


		(1)	The
participant is entitled to terminate the participation prematurely in whole or in part subject to a notice period of 12 months. Notice
of termination shall be given to the Participation Provider by registered letter. Ordinary termination by the Participation Provider
is excluded during the term of the contract.



 


		(2)	The
provider of the participation may only terminate the Participant prematurely without notice if there is good cause. Good cause shall
be deemed to exist in particular if



 


		a)	the
Participant or its shareholders have provided incorrect information about their financial circumstances or the conditions for the acquisition
of the participation were not met;



 


		b)	the
Participant does not fulfil its obligations arising from this Agreement, in particular



 


		●	the
funds are not used for the intended purpose, or



 


		●	fails
to obtain prior consent to legal transactions requiring consent within the meaning of section 12(2) or infringes section 12(3) or (4),
or



 


		●	fails
to submit tax certificates in accordance with Section 45a (2) of the German Income Tax Act within two months of the due date of the payments
for which the certificates are to be issued, or



 


		●	fails
to comply with the submission and reporting obligations pursuant to § 13 within 2 weeks despite notification of defects;



 


		c)	the
repayment of the investment is at risk. Such a risk exists in particular if



 


		●	insolvency
proceedings have been opened with respect to the assets of the participant or have been rejected for lack of assets or an out-of-court
settlement (deferral, quota or liquidation settlement) has been concluded to which all or a group of comparable creditors have agreed,
or



 


		●	the
Participant ceases to make payments, or



 


		●	in
the opinion of the Participation Provider, the economic situation of the Participant is unlikely to improve in the event of continuing
losses;



 


		d)	the
                                            know-how provider(s) who, at the time of conclusion of this Agreement, is (are) no longer
                                            a full-time member of the management of the Participant.



 



    6


     


    

 


		(3)	If
                                            the Participant ends prematurely as a result of termination on the part of the participant
                                            or as a result of termination on the part of the Participation Provider for good cause for
                                            which the participant is responsible, the Participation Provider may demand a premium. This
                                            does not apply to a termination pursuant to paragraph 2 c) above. The premium amounts to
                                            2.0 % p.a. of the terminated amount and is calculated for the period by which the agreed
                                            participation term is reduced (settlement to the day).



 


		(4)	If
                                            the Participation Provider’s contribution has not yet been made or has not been made in full
                                            at the time of termination, the Participation Provider shall be released from his obligation
                                            to make a contribution upon the declaration of termination.



 


§
17


 


Repayment
of the contribution; due date


 


		(1)	In
                                            the event of termination of the Participant, in particular due to the passage of time or
                                            termination, the contribution shall be due for repayment in the amount of the nominal amount
                                            less any partial payments already made on the nominal amount.



 


		(2)	At
                                            the same time, the Renumeration as well as, if applicable, the terminal bonus and the premium
                                            are due for payment.



 


§
18


 


Remuneration
surcharges


 


		(1)	If,
                                            during the existence of the silent partnership, payments are not made on the contractually
                                            agreed dates, interest is payable on them at the rate of 1% per month for each month or part
                                            thereof of non-payment.



 


		(2)	Upon
                                            termination of the silent partnership, interest shall be paid on the total receivables due
                                            to the Participation Provider from the due date until receipt of payment at a rate of at
                                            least 1% per month for each month or part thereof.



 


		(3)	The
                                            Participation Provider reserve the right to assert further damage caused by delay.



 


§
19


 


 Insurance




 


The
Participant shall keep its business operations adequately insured against the usual risks. The equity provider may require the conclusion
of term life insurance for individual know-how holders.


 


§
20


 


Place
of performance and jurisdiction


 


The
place of performance and jurisdiction for legal disputes arising from this contractual relationship is the domicile of the Participation
Provider.


 


§
21


 


Supplementary
provisions


 


Possible
future patent applications must be filed by PharmGenomics GmbH.


 


§
22


 


“intentionally
released”


 


§
23


 


Subsidiary
agreements; severability clause


 


		(1)	No
                                            ancillary agreements outside of this contract have been made.



 


		(2)	Amendments
                                            or supplements to this contract must be made in writing. This also applies to compliance
                                            with the written form requirement.



 


		(3)	Should
                                            any provision of this contract be legally invalid, this shall not affect the remaining provisions.
                                            In such a case, the contracting parties shall be obliged to replace the legally ineffective
                                            provisions with legally effective provisions which economically correspond to the meaning
                                            and purpose of the contract.



 




    7


     


    

 




 


	PharmGenomics
    GmbH	 	COMPANY
    
	 	 	 
	Participant	 	Participation
    Provider
	 	 	 	 	 
	By:	                	 	By:	               
	Name: 	 	 	Name: 	 
	Title:	 	 	Title:	 
	Date:	 	 	Date:	 


 





 


	Attachments:	Annex
    1: Cost/Financing Plan
	 	Annex
    2: Personal statement of the management
	 	Annex
    3: Anti-Money Laundering Amendment
	 	Annex
    4: ERP Start-up Funding Plan



 



    8


     


    

 


Annex
1


 


Cost/Financing
Plan


 


	Cost plan	 	€	 	 	Financing plan	 	€	 
	Investments	 	 	 	 	 	Silent Partnership	 	 	 	 
	non-investive expenditures	 	 	 	 	 	Private Participation Providers	 	 	 	 
	Market launch costs	 	 	 	 	 	ISB companies	 	 	 	 
	Total	 	 	 	 	 	Total	 	 	 	 



 


Project
duration: 


 


 




    9


     


    

 


Annex
2


 


 


Personal
Statement of the Management


 


Pursuant
to § 12 of the agreement on the establishment of a typical silent partnership, the Participant is obliged to obtain the prior consent
of the Participation Provider for legal transactions and actions that go beyond the scope of normal business operations and may have
a not merely insignificant impact on the net assets and results of operations. The prior consent of the principal is required in particular
for the following measures:


 


		a)	Change
                                            of the object of the Participant;



 


		b)	Conversions
                                            within the meaning of the UmwG;



 


		c)	Changes
                                            in the corporate relationships, in particular the admission of further shareholders including
                                            the establishment of further silent partnerships as well as their premature termination and/or
                                            repayment;



 


		d)	Appointment
                                            and dismissal of executive officers;



 


		e)	Determination
                                            of the amount of directors’ salaries/remuneration;



 


		f)	Hiring
                                            and firing of employees with an annual income of more than EUR 60,000 and their remuneration
                                            in any form;



 


		g)	Acquisition
                                            of or participation in other companies and their disposal;



 


		h)	Abandonment,
                                            sale, lease or relocation of the business or significant parts of the business;



 


		i)	the
                                            not merely insignificant expansion, restriction or other change in the scope of business;



 


		j)	Establishment
                                            of branches;



 


		k)	Acquisition,
                                            sale or encumbrance of real estate or rights equivalent to real estate and sale or encumbrance
                                            of other not insignificant assets of the Participant;



 


		l)	Assumption
                                            of guarantees or warranties for third parties, granting of loans, if and to the extent that
                                            the assumption or granting goes beyond the ordinary course of business;



 


		m)	Repayment
                                            of loans to shareholders;



 


		n)	Conclusion,
                                            amendment or cancellation of profit and loss transfer agreements;



 


		o)	Conclusion,
                                            termination, amendment and extension of consultancy contracts of all kinds with a remuneration
                                            of more than EUR 15,000 per annum;



 


		p)	Assumption
                                            of obligations for investments that are not included in the project financing by the equity
                                            provider and that exceed the amount of EUR 50,000 or, in the case of leasing, rental or lease
                                            agreements, that exceed the amount of EUR 3,000 per month;



 


		q)	Disposition
                                            of industrial property rights as well as conclusion and termination of patent, license, know-how,
                                            distribution and cooperation agreements, if and to the extent that the disposition, conclusion
                                            or termination of the agreement goes beyond the ordinary course of business;



 


Furthermore,
it must be ensured that there are no transfers of assets of any kind, in particular as a result of changes in the shareholder structure,
spin-offs or splits of businesses, conversions, increases in managing directors’ salaries/executive board remuneration, sales of business
assets to relatives, employment of relatives and/or other (legal) transactions at non-market conditions.


 


In
addition, profit distributions to the shareholders may only be made once all due payment obligations to the Participation Provider, including
any arrears, have been fulfilled. Statutory regulations on the admissibility of profit distributions in terms of reason and amount remain
unaffected by the above provision.


 


The
undersigned hereby declare that they will not participate in any legal transactions and actions that violate the above provisions and,
in the event of a violation of this obligation, that they will be personally liable to the Participation Provider for all damages and
losses resulting from such participation.


 


The
signatories undertake to place their labour at the disposal of the Participant only, unless the contracting parties decide otherwise.


 



    10


     


    

 


Until
their departure, the signatories may neither enter into a participation in another Participant nor found a Participant that competes
with the Participant without the consent of the provider of the participation. Excluded are purely capital participations below 2% of
the capital of the Participant in which this purely capital participation takes place, provided that the purely capital participation
does not exceed EUR 10,000.


 




 


	PharmGenomics
    GmbH 	 
	 	 	 
	By:	                 	 
	Name: 	 	 
	Title:	 	 
	Date:	 	 


 





 




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Annex
3


 


Anti-Money
Laundering Amendment


 


		1)	In
order to satisfy the identification requirement under the German Anti-Money Laundering Act or Geldwäschegesetz (GwG) , the Participant
undertakes to provide the necessary information pursuant to Section 4 of the GwG.



 


		2)	The
Participant shall disclose the extent that it is acting on behalf of a beneficial owner within the meaning of Section 1 (6) of the GwG.



 


		3)	If
the Participant is not a natural person, the Participant is required to disclose its ownership and control structure, including the percentage
of capital and voting shares.



 


		4.	The
Participant shall disclose if it is, within the meaning of the GwG, a natural person not residing in Germany who holds or has held an
important public office, or an immediate family member of such a person or a person known to be close to such a person. Disclosure is
not required if the public office has not been held for more than one year.



 


		5	Insofar
as the cooperation of the Participant is necessary for the Equity Provider to fulfil its obligations resulting from the GwG (e.g. in
the establishment of the business relationship or in the ongoing monitoring of the business relationship), the Participant shall be obliged
to cooperate to the extent required, in particular it shall provide the necessary details, make available the necessary information and
documents and immediately notify any changes arising in the course of the business relationship.



 


		6)	If
the Participant violates its aforementioned obligations, the Provider of the Participation may refuse to establish a business relationship
or may terminate an existing business relationship by giving notice or by other means and shall not be obliged to carry out any Transactions.



 




 


	PharmGenomics
    GmbH 	 
	 	 	 
	By:	               	 
	Name: 	 	 
	Title:	 	 
	Date:	 	 


 





 




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Annex
4


 


ERP
Start-Up Funding Plan


 


 


 


 


 

13