Exhibit
10.35.2


 


Certain identified information
has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly
disclosed. [***] indicates that information has been redacted.


First Amendment Agreement


by and between


Ares Genetics GmbH

with its registered seat in Karl-Farkas-Gasse 18, 1030 Vienna, Austria


- hereinafter referred to as “Acquirer”
-


and


Siemens Technology Accelerator GmbH

with its registered seat in Munich, Federal Republic of Germany


- hereinafter referred to as “Siemens”
-


to the Technology Transfer, Technical
Cooperation

and License Agreement dated Sept. 7, 2016


(hereinafter referred to as “TTCLA”)


- Acquirer and Siemens hereinafter collectively
referred to as “Parties”

and individually referred to as “Party”-


 


 




    	 




    	 



    


 





Certain identified information has been excluded from this
exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates
that information has been redacted.







Preamble


WHEREAS, the TTCLA was originally
concluded among Siemens and Curetis GmbH but has - with the approval of Siemens-been transferred to Ares Genetics GmbH on October
10, 2017;


WHEREAS, with this FIRST AMENDMENT
(hereinafter “AMENDMENT”) the Parties want to incorporate some clarifications and modify certain regulations of the
TTCLA.


Article 1 - Amendments
to the TTCLA


		1.1	For clarification purposes a new Art. 6 a shall be included as follows:



“Art. 6.a - Taxes


Any and all taxes, changes, duties
or imposts-including VAT, if applicable - on the compensation hereunder shall be borne and paid by Acquirer and no part thereof
shall be deducted from the amounts payable to Siemens under any clause of this Agreement said amounts to be net to Siemens free
of any and all deductions, unless provided otherwise in this Agreement. In case, any payment under this Agreement is subject to
statutory withholdings or deductions, Acquirer may, if and to the extent required by law, withhold from each payment the amount
of any and all taxes, charges, duties or imposts that are due to be required and withheld from each payment. Acquirer is responsible
for the payment of the withholding taxes but may fully or partially avoid paying such taxes by applying the appropriate tax exemptions,
by applying the appropriate statutory tax exemptions or reductions. In such cases, the Acquirer is required to assist Siemens to
the fullest extent possible in obtaining such (full or partial) tax exemption certificate. Acquirer is obliged to pass on to Siemens
any tax receipt, which will allow Siemens to obtain a tax credit for the amounts withheld or deducted.”


		1.2	Changes to Section 6.1:



A new Section 6.1.4.3.3 a shall be incorporated
as follows:


“6.1.4.3.3. a


		1.	Until March 31, 2019 the participation of Siemens for royalties
as per 6.1.4.3.3 for the period prior to the milestone payment as per 6.1.3 shall be capped at [***]% of Acquirer’s Net Proceeds.
In addition Acquirer shall until the aforementioned date have the option to pay a non-refundable payment in the amount of [***]
EUR which would be credited against a future payment as per 6.1.3. Such payment would result that upon receipt of such payment
royalties shall be calculated as if the milestone payment as per 6.1.3 has been received.



		2.	During the period from April 1, 2019 until December 31, 2019 the
participation of Siemens for royalties as per 6.1.4.3.3 for the period prior to the milestone payment as per 6.1.3 shall be capped
at [***]% of Acquirer’s Net Proceeds. In addition, during the aforementioned period Acquirer shall have the option to pay
a non-refundable payment in the amount of [***] EUR which would be credited against a future payment as per 6.1.3.. Such payment





    	2 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


would result that upon
receipt of such payment royalties shall be calculated as if the milestone payment as per 6.1.3 has been received.


		3.	During the period from January 1, 2020 until December 31, 2020
the participation of Siemens for royalties as per 6.1.4.3.3 for the period prior to the milestone payment as per 6.1.3 shall be
capped at [***]% of Acquirer’s Net Proceeds. In addition during the aforementioned period Acquirer shall have the option
to pay a non-refundable payment in the amount of [***] EUR which would be credited against a future payment as per 6.1.3. Such
payment would result that upon receipt of such payment royalties shall be calculated as if the milestone payment as per 6.1.3 has
been received.



For the avoidance of doubt: by
providing the caps above no additional changes to the calculation of royalties shall apply.”


		1.3	A new Section 6.1.4.5 shall be incorporated as follows:



“6.1.4.5:


The parties acknowledge that Net
Proceeds of Acquirer might include R&D funding which might be not easily separable. In such cases, Acquirer is — prior
to the start of a project only - entitled to request a waiver of such part of royalty payments that would reasonably result from
to be received R&D funding. Such request shall include a detailed description of R&D costs and other information which
put Siemens in a position to evaluate the relevant R&D portion and all other information relating thereto reasonably requested
by Siemens.


Based on that request, Siemens
will in in its sole discretion but in good faith decide whether to waive certain royalties due on such part of Net Proceeds.


In any case, only actually incurred,
direct, variable cost directly attributable to R&D performed under the specific contract qualify for potentially being waived
upon discretion of Siemens as described above.”


Article 2 - Miscellaneous


		2.1	This Amendment shall come into force when duly signed by both Parties (“the effective date”).
For Acquirer, valid execution requires the handwritten signature of two duly authorized representatives. For Siemens, valid execution
requires the handwritten signature of two duly authorized representatives.



		2.2	Except as expressly set forth herein, this Amendment does not supersede or amend the terms and
conditions of the TTCLA. The terms and conditions of this Amendment and the TTCLA set forth the entire TTCLA and understanding
between the Parties as to the subject matter hereof and constitute the entire understanding between the Parties with respect to
such subject matter.



		2.3	For clarification: This Amendment may be executed in one or more counterparts, and by the different
Parties hereto in separate counterparts, each of which when executed will be





    	3 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


deemed to be an original but all
of which taken together will constitute one and the same agreement. Example: A PDF of this Amendment comprising handwritten signatures
of all Parties shall fulfil the written form and such PDF of this handwritten signed Amendment transmitted via email shall constitute
the original of this Amendment.


[Balance of page left clear intentionally,
signatures on next page]


 


 




    	4 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


Siemens Technology Accelerator GmbH


	
        Place, Date:

        Munich, May 17, 2018

         

        /s/ Patrick Fröse
	 	
         

         

         

         

        /s/ Rudolf Freytag

	
        Name:

        Patrick Fröse
	 	
        Name:

        Dr. Rudolf Freytag

	(Print)	 	(Print)
	 	 	 
	
        Title:

        Venture Director
	 	
        Title:

        CEO

	 	 	 


 


Ares Genetics GmbH


Place, Date:


Vienna, 09.05.2018


	/s/
    Achim Plum	 	/s/
    Andreas Posch
	
        Name: Dr. Achim Plum

        Title: Managing Director
	 	
        Name: Dr. Andreas Posch

        Title: Managing Director



 






    	5 




    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.