Exhibit
10.39.2


 


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.


 


WORK ORDER AGREEMENT


between


Ares Genetics GmbH

Karl-Farkas-Gasse 18

1030 Wien

Austria

(the “Service Provider/Institution”)


and


Sandoz International GmbH

Industriestrafge

83607 Holzkirchen , Germany

(“Sandoz”)


This work order (“Work Order”)
shall be effective as of the Effective Date below. It is subject to the terms of the Services Frame Agreement (“Agreement”)
between Sandoz and Service Provider/Institution dated 14 December zoi8.


		1.	CONTRACT RESEARCH-RELATED INFORMATION.



	Effective Date:	14. December 2018
	Test Compound and Study No.: 	IDEntifying the Optimal Use of existing and novel Antibiotics using a Digital Anti-Infectives Platform (IDEA) – Platform development and proof of concept based on [***], [***] and [***].
	Expected Services Completion Date	13. December 2019
	Total Contract Value	$[***]
	Services Frame Agreement expiry date	13.December 2021


 


    	1 




    	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.
 
 




    

		2.	RESPONSIBILITIES OF SERVICE PROVIDER/INSTITUTION






Sandoz and the Service Provider/Institution
agree that the Service Provider/Institution, either exclusively or jointly with Sandoz or its Affiliates or its authorised agent(s),
shall have the responsibilities and shall perform the tasks as specified in the Study Specifications attached hereto as Schedule
C and incorporated herein by reference and other documents which are attached hereto or incorporated by reference.


Subcontracting by the
Service Provider/Institution in the performance of the Services and the performance of the Services by the subcontractors shall
be bound by the terms`and conditions of the Agreement. Subcontractors used in the performance of the Services described herein
are detailed in Schedule D.


		3.	NOTICE



Any notice required
or permitted hereunder shall be in writing and shall be deemed given as of the date if it is (A) delivered by hand or (B) sent
by registered or certified mail, postage prepaid, return receipt request, and addressed to the party to receive such notice at
the address set forth below, or such other address as is subsequently specified in writing, as well as any persons so designated
under the Agreement itself:


If to Sandoz:


	Invoicing and Payments Matters:	Billing address:

Salutas Pharma GmbH

Zentrale Kreditorenbuchhaltung

Otto-von-Guericke-Allee 1

39179 Barleben

Germany
	Administrative / Contractual Matters:	Novartis Business Services

City Green Court

Hvezdova 1734/2c

140 00, Praha 4

Czech Republic

FAO Nina Sedlakova

[***]
	Technical Matters:	Nicholas Adomakoh

Industriestr. 25 

D-83607 Holzkirchen

Germany


 




    	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.
 
 




    


 


If to Service Provider/Institution:


	Technical Matters:	Ares Genetics GmbH

Karl-Farkas Gasse

1030 Wien

Austria

Attn: Business Development

[***]
	Contract / Payment Matters:	Ares Genetics GmbH

Karl-Farkas Gasse

1030 Wien

Austria

Attn: Business Development

[***]


 


		4.	MODIFICATIONS AND ADDITIONAL TERMS FOR THIS CONTRACT SERVICES:



N/A


		5.	LIST OF ATTACHMENTS:



		·	Budget and Payment Schedule (Schedule A)



		·	Study Specification Worksheet (Schedule B)



		·	Subcontractors (Schedule C)



		·	Service Provider/Institution Proposal and Budget (Schedule D)



		6.	COST AND PAYMENT



Payment shall be made to the Service
Provider/Institution according to Schedule A appended hereto and incorporated herein by reference. All costs outlined on Schedule
A shall remain firm for the duration of the Services, unless otherwise agreed to in writing by the Service Provider/Institution
and Sandoz.


In Witness Whereof, the parties
hereto have executed this Work Order in duplicate by proper persons thereunto duly authorised


- Signatures next page –




    	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.
 
 




    


 


 


	SANDOZ INTERNATIONAL, GMBH	 	ARES GENETICS GMBH
	
        By: /s/ NG Warwick

        Name: NG Warwick

        Title: Chief Medical Officer

        Date: 17 December 2018
	 	
        By: Andreas Posch

        Name:Dr. Andreas Posch

        Title:Managing Director &
        CEO

        Date:14 December 2018

	
        By: /s/ Kristina Albert

        Name: Kristina Albert 

        Title: Head HRGI Product Development
        Functions

        Date: 17 December 2018
	 	
        By: /s/ Achim Plum

        Name:Dr. Achim Plum

        Title:Managing Director

        Date:14 December 2018



 
 


    	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.
 
 




    


 


Schedule A


BUDGET AND PAYMENT SCHEDULE


[***]


 


 






    	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.
 
 




    


Schedule B


STUDY SPECIFICATIONS


[***]


 


 




    	6 




    	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.
 
 




    


 


Schedule C


Subcontractors


Subcontractors to Service Provider/Institution
in the performance of the Services described herein.


[***]


 


 




    	7 




    	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.
 
 




    


 


Schedule D


Service Provider/Institution Proposal
and Budget


[***]


 


 




    	8 




    	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.
 
 




    


 


Work Plan


[***]


Budget


[***]


 






    	9