Exhibit
10.33


 


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.


 


Non-Exclusive Patent License and
Research Collaboration Agreement


This is a patent license and research
collaboration agreement (the “Agreement”) dated October 5, 2015 (the “Effective Date”) between Acumen Research
Laboratories Pte Ltd, a company under Singapore law with a registered seat at Diagnostics Development (DxD) Hub,10 Biopolis Road,
#03-01, Singapore 138670 (hereinafter referred to as “Licensor”), and Curetis AG, a company under German law with a
registered seat at Max-Eyth-Strasse 42, 71088 Holzgerlingen, Germany (hereinafter referred to as “Licensee”). Each
of Licensee and Licensor may be referred to herein as a “Party” or collectively as the “Parties”.


This Agreement supersedes and replaces
any and all previous patent license and research agreements between the Parties. 


Preamble


		A.	Licensor is the owner of the entire right, title and interest in and to a technology, more specifically
a set of biomarkers, for the detection of Sepsis Host Response in Blood Samples from Patients with suspected Sepsis, which is protected
by the Licensed Patents;



		B.	Licensee desires to acquire certain rights under the Licensed Patents for the development and commercialization
of a Sepsis Host Response test as part of its product line, as limited by the terms and conditions of this Agreement;



		C.	Licensor is willing to grant such limited rights to Licensee, subject to the terms and conditions
set forth in this Agreement; and



		D.	Both Parties believe that joint research and development and its results together with the Licensed
Patents and Licensed know-how are essential for Licensee to manufacture and launch a sepsis host response product, and both parties
are willing to enter into a research and development collaboration, in which Licensor performs research to further develop the
technology underlying the Licensed Patents and Licensee develops products based on such technology and the Parties jointly coordinate
and conduct clinical trials;



Now, therefore, the Parties agree as
follows:


		1.	Definitions


 



    	 




    	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.

 
 


    


For the purpose of the Agreement,
the terms set forth hereinafter shall have the following meaning:


		1.1	“Affiliate” means any entity Controlling, Controlled by, or under common Control with
a Party.



		1.2	“Combination Product” means a Licensed Product that is packaged together with one or
more other products that are not licensed.



		1.3	“Control” means the holding of fifty percent 50% or more of the voting stock or other
ownership interests of the corporation or business entity involved.



		1.4	“Distributor” means a third party having an agreement with Licensee or an Affiliate
of Licensee under which such third party is allowed to resell products manufactured by Licensee, including a Licensed Product,
to customers, provided that such Licensed Products must be sold under Licensee’s labeling only.



		1.5	“Effective Date” means the first date written above.



		1.6	“Field” means the sales market of publicly or privately owned laboratories, hospitals,
and medical practices, operating on a commercial or non-commercial basis which use products related to the Licensed Patents and
for either internal research purposes (including medical research and screening purposes in biopharmaceutical research) and/or
for commercial purposes including the performance of laboratory services by end users for human in vitro diagnostic laboratory
services.



		1.6a)	IP or Intellectual Property Rights shall mean any intellectual property rights including copyright,
know-how, trade marks, service marks, business or trade names, inventions, patents, petty patents, utility models, design rights
(whether registerable or otherwise), database rights and any other intellectual property rights whether registered or unregistered
or any application therefore subsisting anywhere in the world.



		1.7	“Licensed Patents” means only (i) those patents and patent applications listed in Schedule
A, (ii) any patent, continuation, continuation-in-part or divisional application thereof, (iii) any patents issuing thereon,
(iv) any reissues, reexaminations or extensions thereof, and (v) any foreign equivalents of the foregoing.



		1.7a	“Licensed Know-how” means any and all know-how available at Licensor at the Effective
Date or obtained during the R+D collaboration related to the subject matter of the Licensed Patents and/or to sepsis host response
detection in blood samples. The Licensed Know-how is described in Schedule B.



		1.8	“Licensed Products” means those products the manufacturing, sale or use would, absent
the rights granted hereunder, infringe a Valid Claim of Licensed Patents.



		1.9	“Net Sales” means the total of the amounts invoiced by Licensee and its Affiliates
to end customers and Distributors for Licensed Products sold or otherwise disposed, less deductions for (i) import, export, excise,
sales, value added and use taxes, custom duties,





    	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.

 
 


    


freight and insurance invoiced
to and/or paid by the purchaser of such Licensed Products (ii) trade discounts customarily and actually allowed; and (iii) credits
for returns, allowances or trades, actually granted.


In the case of the sale under
a Reagent Agreement Plan of a Licensed Product, the Net Sales of such Licensed Product shall be reduced by a percentage (“RAP
Deduction”) to allow for deduction of instrumentation service charges included in such Net Sales, including such charges
as interest for the financing of instruments supplied and the cost of instrument service. The RAP Deduction shall be determined
by Licensee according to generally accepted accounting principles prior to the first commercial sale of such Licensed Product to
the reasonable acceptance of Licensor. Net Sales on Combination Products shall be the catalog list price, in the country in which
the Combination Product is sold, of the Licensed Product on a stand-alone basis contained therein minus the deductions described
in (i) and (ii) above.


		1.10	“OEM Distributor” means a third party, excluding any Affiliate of the Licensee or any
other parties which are Controlled by any of the shareholders of the Licensor or any of its Affiliates, who purchases Licensed
Products for re-sale on a stand-alone basis or as component of its own products, under its own trademark and label.



		1.11	“Reagent Agreement Plan” or “RAP” means a program conducted by the Licensee
for the sale of one or more Licensed Products in conjunction with the supply of an instrument whereby the price for such Licensed
Product includes the acquisition cost or leasing cost of an instrument, the cost of servicing such instrument, interest charged
for the financing of such instrument and/or other items of cost recovery in connection with the supply of such instrument.



		1.12	“Product Unit” shall mean all consumables necessary to perform the Sepsis Host Response
Test on one blood sample of one single Patient, including but not limited to cartridge, plastic ware, reagents, and single use
tools.



		1.13	“Term” shall have the meaning set forth in Section 6.1.



		1.14	“Territory” means worldwide.



		1.15	“Valid Claim” means, on a country-by-country basis, a claim of an unexpired patent
or patent application for a patent that has been pending for five (5) years or less from its earliest national application date
of filing, wherein the claim (i) has not lapsed, (ii) has not expired, (iii) has not been held to be invalid by a final judgment
of a court of competent jurisdiction from which no appeal can or is taken.



		2.	Grant



		2.1	License



		2.1.1	Grant of Rights: Subject to the terms of this Agreement and for the duration of this Agreement,
Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, a limited, royalty-bearing, nonexclusive, non-transferable,
non-sublicensable license under the Licensed Patents and Licensed Know-how in the Territory solely in the Field to use, make, have
made, market, sell and have sold Licensed Products, including in





    	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.

 
 


    


the form of Combination Products.
For the avoidance of doubt, the foregoing rights include the limited right to have Licensed Products sold by Licensee’s Distributors.


Licensee takes due and reasonable
care to ensure that Licensed Products meet any legal standards applicable to the Licensed Products in the Territory. Furthermore,
subject to prior internal review by Licensee, Licensee shall indemnify and hold harmless Licensor without delay from any claims
of third parties arising out of the Licensed Product not meeting legal standards.


Licensee and Licensor acknowledge
and agree that the licenses granted in this Agreement do not include any licenses or other rights to use the intellectual property
rights of any other person. Both parties together are responsible for determining whether any licenses or rights to the intellectual
property rights of any other person are needed to perform (i) the research and development activities pursuant to Article 3 of
this Agreement and (ii) the commercialization of the Licensed Products. Licensor shall indemnify and hold harmless Licensee without
delay from any claims of third parties arising out of infringement of their biomarker IP.


		2.1.2	Know-How Transfer: The license grant pursuant to this Section 2.1 includes an obligation on Licensor
to furnish any Licensed Know-how related to Licensed Patents and the technology owned or developed by Licensor necessary to develop
and commercialize the Licensed Products to Licensee.



		2.2	Extension to Licensee Affiliates



The rights granted to Licensee
under this Article 2 and Licensee’s obligations under this Agreement shall extend to Licensee’s Affiliates provided
that an Affiliate only qualifies as an Affiliate, if (a) such Affiliate declares to be bound by the terms of this Agreement by
signing and delivering a copy of this Agreement to Licensor, (b) Licensee remains responsible for the fulfillment of its Affiliate’s
obligations under this Agreement, and (c) the extension of the rights granted herein to an Affiliate will cease if such Affiliates
ceases to be an Affiliate of Licensee (d) Licensor has not refused the extension to the Affiliate with good reason.


		2.3	Most Favored License



(a)       If,
after the Effective Date, Licensor grants to any third party a license in the Field under substantially equivalent terms and conditions
as granted to Licensee herein but under more favorable royalty rates than those given to Licensee under this Agreement, Licensor
shall promptly notify Licensee of such more favorable royalty rates, and Licensee shall have the right and option to substitute
such more favorable royalty rates for the royalty rates contained herein. Such right and option shall be exercisable by Licensee
by providing written notice of acceptance to Licensor within ninety (90) days of the date of receipt of notice from Licensor of
such more favorable royalty rates (“Acceptance Notice”).


(b)       Notwithstanding
the foregoing, in the event that Licensor shall receive substantial non-monetary consideration in the form of technology or intellectual
property rights to technology, as a part of the consideration for its granting such a license to a third party, then subsections
(a) of this Section 2.3 shall not apply.




    	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.

 
 


    


		2.4	Reporting of Unlicensed Activities



Licensee agrees that once it is
notified by Licensor that, or once it independently becomes aware that, a particular third party is using or intends to use any
Licensed Product other than as permitted hereunder, Licensee shall immediately notify said third party in writing that such use
is unlicensed and that a license for said use must be obtained from Licensor. Licensee shall also require Affiliates, and Distributors
to report to Licensor any unlicensed activities of which they become aware. Licensee further agrees that continued or resumed sales
by Licensee, an Affiliate, or a Distributor, to a particular third party of which Licensee was previously notified or is otherwise
aware is violating Licensed Patents shall constitute a breach under Section 6.4 of the Agreement by Licensee. A written certification
by a Distributor or third party which is executed by an officer of said Distributor or third party which officer may legally bind
the company, that it has ceased infringing the Licensed Patents, and/or, alternatively, that it does not infringe said Licensed
Patents, or a written certification by Licensee which is executed by an officer of Licensee which officer may legally bind Licensee
that sales to such Distributor or third party have ceased, shall be a cure under Section 6.4. Licensee shall provide to Licensor
a copy of each of its notices to Customers pursuant to this Section.


		3.	Research & Development Collaboration



		3.1	Research Schedule



Upon execution of the Agreement,
both Parties will enter into a research and development collaboration as outlined in the Research & Development plan attached
as Schedule C herein, in which Licensor performs research to further develop the technology underlying the Licensed Patents and
Licensee develops Licensed Products based on such technology. The R+D collaboration and its results complement the Licensed Patents
and Licensed Know-how and are essential for Licensee to manufacture/launch the product. Both parties will participate in regular
monthly projects meetings monitoring the progress of the collaboration.


		3.2	Milestones



Both Parties commit to fulfilling
the Milestones as set forth in Schedule D herein in executing the Research & Development Plan as set forth in Section 3.1.
Should one of the Parties despite using commercially reasonable efforts, not be able to fulfill the Milestone in the agreed upon
timeline, such Party is granted a mutually agreed upon healing period to fulfill the Milestone. If the Milestone is not fulfilled
within this period the respective other party is granted the right to terminate the Agreement as set forth in Section 6.


		3.3	Research and Development Costs



Each Party will bear the costs
for its own contribution to the Research Schedule but not any of the costs incurring at the other Party in execution of the Research
Schedule.


		3.4	Intellectual Property Rights developed within the Collaboration



Any Intellectual Property Rights
including know-how arising out of or in relation to the research and development under this Agreement shall vest in the Party which
has developed the respective Intellectual Property Right. Any Intellectual Property Rights developed by Licensor and arising out
of or in relation to the research and development activities under this Agreement is considered Licensed Know-how and automatically
falls




    	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.

 
 


    


under the license grant in Section
2.1.1 of this Agreement. In the event of any Intellectual Property Rights developed by Licensee and arising out of or in relation
to the research and development activities under this Agreement, Licensor will immediately furnish any information and documentation
related to such Intellectual Property Rights to Licensee to enable Licensee to use and exploit such Intellectual Property Right.
Licensee in return will grant Licensor a non-royalty bearing, non-exclusive, nontransferable, non-sublicensable right to use Intellectual
Property Rights related to biomarkers for the detection of sepsis host response in blood samples from patients for the term of
this Agreement. To the extent the Parties develop Intellectual Property Rights jointly the Parties will have joint ownership in
those. If such jointly developed Intellectual Property Rights do not include any patentable inventions, each Party is entitled
to make use of that respective Intellectual Property Right including licensing out without having to pay the other Party any royalties
for that use. If such jointly developed Intellectual Property Rights include patentable inventions, the Parties will discuss and
agree on a case-by-case basis which Party will be responsible for patent application proceedings, cost-bearing, maintenance and
exploitation including licensing and any other related aspects.


		4.	Fees



		4.1	Execution Fee



Licensee shall pay to Licensor
a one-time, non-refundable, non-creditable license execution fee of 480,000 Euros plus VAT, if applicable, within thirty (30) days
of the Effective Date.


		5.	Royalties, Records and Reports, Payment



		5.1	Royalties



		5.1.1	Direct Sales: During the term of the Agreement, Licensee will pay Licensor royalties of [***] percent
([***]%) of Net Sales of Licensed Products but in no event less than EUR [***] per Product Unit plus VAT, if applicable, sold to
any other third party that is not a Distributor or OEM Distributor.



		5.1.2	Sales to Distributors and OEM Distributors: During the term of the Agreement, Licensee will pay
Licensor royalties of [***] percent ([***]%) of Net Sales of Licensed Products but in no event less than EUR [***] per Product
Unit sold to a Distributor or OEM Distributor.



		5.2	Royalty Stacking: In the event Licensee is obligated to pay a royalty to any third party for licensing
patents related to any biomarker IP other than the required to be incorporated into the Licensed Product to achieve adequate product
performance for the intended use of such product, Licensee may reduce the royalties payable hereunder by a percentage determined
based on mutual agreement by both Parties in writing. Such reduction may in no event exceed [***]% of the royalties agreed upon
in Section 5.1 of this agreement.



		5.3	Records and Audit



Licensee shall keep full, true
and accurate books of account containing all particulars which may be necessary for the purpose of showing the amount payable by
way of royalty or by way of any other provision under this Agreement for itself and shall require each of its Affiliates to perform
likewise. Such books and the supporting data shall be open at all




    	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.

 
 


    


reasonable times during normal
business hours and upon reasonable advance notice, for three (3) years following the end of the calendar quarter to which they
pertain (and access shall not be denied thereafter, if such records are reasonably available), to the inspection of an independent
certified public accountant retained by Licensor and reasonably acceptable to Licensee for the purpose of verifying Licensee’s
royalty statements in respect of sales by Licensee and/or its Affiliates for the sole purpose of determining compliance with this
Agreement. If in dispute, any such records shall be kept until the dispute is settled. The inspection of records shall be limited
to once per calendar year and shall be at Licensor’s sole cost unless the inspector concludes that royalties reported by
Licensee for the period being audited are understated by five percent (5%) or more from actual royalties, in which case the underpayment,
together with interest thereon, will be due immediately and the costs and expenses of such inspection shall be paid by Licensee.


		5.4	Royalty Reports and Payment



		5.4.1	Earned Royalty Report: Licensee shall, within sixty (60) days after the first day of January, April,
July, and October of each year, deliver to the addresses provided below a true and accurate royalty report for the preceding quarter
in the form of Schedule E attached herein for Net Sales in the Territory. Such reports shall give such particulars of the
business conducted by Licensee and its Affiliates (and where applicable those Distributors who so report, if any) during the preceding
three (3) calendar months as are pertinent to an accounting for royalty under this Agreement and shall include at least the following:



		a)	itemized quantities reported as Product Units and gross revenues of Licensed Products and Combination
Products that are sold or otherwise transferred by Licensee and its Affiliates during those three (3) months;



		b)	Net Sales of each Licensed Product, and Combination Product, and the deductions from gross revenues
taken to generate such Net Sales



		c)	the calculation of net royalties and documentation to justify any deductions; and



		d)	the net royalties due. If no royalties are due, it shall be so reported.



The correctness and completeness
of each royalty report required under this Agreement shall be attested to in writing by the responsible financial officer of Licensee’s
organization or by Licensee’s external auditor. With respect to royalties due from Affiliates, attestation by Licensee may
be that it has obtained from Affiliates attestations complying with the preceding sentence. The royalty report is subject to the
audit, if any, according to Section 3.3.


Simultaneously with the delivery
of each royalty report, Licensee shall pay to Licensor the royalty for the period covered by such report.


		5.4.2	Payments: All amounts payable hereunder by Licensee shall be payable in Euros and shall be wired
as immediately available funds by the due date, in accordance with the wire instructions listed below. Licensee shall be responsible
for all bank transfer charges. The payment by wire will include a specific reference to this Agreement and the applicable provision
in the “comments” field.





    	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.

 
 


    


Wire Instructions

Bank Name: [***]

Bank Address: [***]

IBAN: [***]

S.W.I.F. T.: [***]

Account Number: [***]


		5.5	Currency Conversion: For the purpose of computing payments made in a currency other than Euros,
such currency shall be converted into Euros at the conversion rates used by Licensee in the rest of its business to consolidate
foreign currencies, provided only that such rates are obtained from a credible source (e.g. European Central Bank or Bloomberg)
and are applied in a manner consistent with generally accepted accounting principles.



		5.6	Withholding Tax: Any payments made by Licensee to Licensor under this Agreement shall be free and
clear of any taxes, duties, levies, fees or charges, and such amounts shall be reduced by the amount required to be paid or withheld
pursuant to any applicable law (“Withholding Taxes”). Any such Withholding Taxes required by law to be paid or withheld
shall be an expense of, and borne solely by, Licensor. Licensee, as applicable, shall submit to Licensor reasonable proof of payment
of the Withholding Taxes, together with an accounting of the calculations of such taxes, within thirty (30) days after such Withholding
Taxes are remitted to the proper authority. The Parties will cooperate reasonably in completing and filing documents required under
the provisions of any applicable tax laws or under any other applicable law in connection with the making of any required tax payment
or withholding payment, or in connection with any claim to a refund of or credit for any such payment.



		5.7	Overdue Payments: Any amount not being paid by Licensee when due will bear interest at an annual
rate of nine percent (9%) over the base rate in accordance with Sec. 288 German Civil Code from the due date until paid.



		6.	Term and Termination



		6.1	Term



This license is granted to Licensee
as of the Effective Date and will expire upon the expiration of the last to expire of any claim of any of the patents in any Territory
within Licensed Patents, unless terminated earlier in accordance with this Agreement, in which case the period of the term shall
end at the date of termination.


		6.2	Termination by Licensee



		6.2.1	General: Licensee may terminate this Agreement for any reason on 12 months’ written notice
to Licensor.



		6.2.2	Failure of Meeting Milestones: In case Licensor negligently fails to achieve its respective Research
and Development Milestones, including the healing period as set forth in Section 3.2 of this Agreement, Licensee may terminate
this agreement on ninety (90) days’ written notice to Licensor.





    	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.

 
 


    


		6.3	Termination by Licensor



Licensor may terminate this Agreement
as follows:


		6.3.1	Insolvency: Upon ninety (90) days written notice if, at any time, Licensee shall file a petition
for bankruptcy or insolvency or similar procedure, or if Licensee shall be served with an involuntary petition for bankruptcy or
the like against it, filed in any insolvency proceeding, or if Licensee shall propose or be a party of any dissolution or liquidation
procedure or in case of substantial deterioration of assets (“Vermogensverschlechterung”).



		6.3.2	Breach: Upon any breach or default under this Agreement by Licensee or an Affiliate of Licensee,
including but not limited to the failure to pay any money owed under this Agreement, this Agreement may be terminated by Licensor
upon ninety (90) days written notice to Licensee. Said notice shall become effective at the end of the thirty-day period, unless
during said period Licensee fully cures such breach or default and notifies Licensor of such cure.



		6.3.3	Failure of Meeting Milestones: In case Licensee negligently fails to achieve its respective Research
and Development Milestones including the healing period as set forth in Section 3.2 of this Agreement, Licensor may terminate this
agreement on ninety (90) days’ written notice to Licensee.



		6.4	Consequences of Termination



		6.4.1	Resumed Sales: Upon termination of this Agreement as provided herein and other than by term expiration
as defined in 6.1, Licensee shall stop, and shall cause its Affiliates and Distributors to stop, selling Licensed Products and
all rights and licenses granted to Licensee by Licensor hereunder. Notwithstanding the foregoing, and upon termination of this
Agreement for reasons other than pursuant to either of Sections 6.3, Licensee and its Affiliates shall have the right to continue
selling, for a period of time not to exceed twelve (12) months following the effective date of termination of this Agreement, those
Licensed Products manufactured prior to the effective date of termination of this Agreement or such longer period as may be required
to fulfil ongoing obligations under any government or hospital tenders as the case may be in any Territory.



		6.4.2	Reporting: Licensee’s obligations to report to Licensor and to pay royalties as to the sale
prior to termination or expiration of the Agreement of Licensed Product hereunder pursuant to the Agreement shall survive such
termination or expiration.



		6.4.3	Web Presence: In the event of any termination of this Agreement, Licensee shall within thirty (30)
days of said termination, provide a written notice on the area(s) of its website pertaining to Licensed Products that Licensee
is no longer licensed under Licensed Patents.



		7.	Enforcement and Maintenance of Patents



Licensee shall inform Licensor
promptly upon its becoming aware of infringement by a third party or parties of a patent within Licensed Patents in the Territory.
All decisions and rights to enforce Licensed Patents against infringing third parties reside with Licensor, and nothing in this
Agreement shall be construed to require Licensor to take any action to address any infringement or potential infringement or to
otherwise enforce Licensed Patents. If Licensor fails, within sixty (60) days of such notice of infringement of a




    	9 




    	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.

 
 


    


Licensed Patent by a third party
in a given country, to enter into license negotiations with or enforcement proceedings against such third party, or if having timely
entered into license negotiations with such third party, Licensor fails to obtain an executed license agreement or enter into enforcement
proceedings with such third party within six (6) months of said notice, then Licensee shall be entitled to a mutually agreed upon
reduction in royalties of a maximum of [***] percent ([***]%) on Licensee’s or its Affiliates’ Net Sales of Licensed
Products to the extent and as long as these are competing products with such infringing sales in such country as of such notice
and whereby the Licensed Patent is in force in such country, continuing until Licensor provides written notice to Licensee that
either a license has been granted to such third party or enforcement proceedings have been brought against such third party. An
enforcement proceeding shall mean a court action or other legal action brought before a competent patent authority in the relevant
country.


Licensor shall inform Licensee
promptly if the Licensed Patents are not granted, not granted in their entirety, not nationalized, or declared null and void or
lapse in the Territory because Licensor fails to maintain any of those patents. In such case the Licensee is not obliged to pay
any royalties. In such a case both parties will negotiate in good faith a future royalty provision to acknowledge the know-how
contribution by Licensor to Licensed Product.


In the event of the occurrence
of reduction in royalties due to infringement by a third party or parties of a patent within Licensed Patents in the Territory,
the minimum of EUR [***] per Product Unit sold to any other third party that is not a Distributor or OEM Distributor, and the minimum
of EUR [***] per Product Unit sold to a Distributor or OEM Distributor, shall not be applicable. Both parties will agree mutually
on new minimums in such a case.


		8.	Confidentiality; Publicity



		8.1	Non-disclosure



Each Party shall (i) maintain
the terms of this Agreement and any information exchanged in connection with this Agreement (“Confidential Information”)
in confidence during and for a period of five (5) years after the termination of this Agreement, (ii) shall limit dissemination
to those of its and its Affiliates’ employees who require such Confidential Information in order to perform this Agreement
and (iii) shall not disclose such Confidential Information to any other person or entity, and (iv) shall use such Confidential
Information only to the extent necessary to perform this Agreement. Notwithstanding any other provision of this Agreement, Confidential
Information shall not include any item of information which: (a) is within the public domain prior to the time of the disclosure
by the disclosing Party or thereafter becomes within the public domain other than as a result of disclosure by the receiving Party
or any of its representatives in violation of this Agreement; (b) was, on or before the date of disclosure in the possession of
the receiving Party, as evidenced by records, however maintained; (c) is acquired by the receiving Party from a third party having
the right to disclose without burden of confidentiality; (d) is hereafter independently developed by the receiving Party, as evidenced
by records, however maintained; or (e) the receiving Party is compelled to disclose by order of a court of competent jurisdiction,
provided that such disclosure is subject to all applicable governmental or judicial protection available for like material and
reasonable advance notice is given to the other Party.




    	10 




    	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.

 
 


    


		8.2	Press release



Not withstanding the terms set
forth in 8.1, both parties jointly will issue the press release attached as Schedule F herein upon execution of this Agreement.


		9.	Assignment/Transferability



		9.1	Assignment by Licensee



Licensee may assign all or any
part of its rights and obligations under this Agreement at any time without further consent of Licensor. Licensor agrees to execute
such further acknowledgments or other instruments as Licensee may reasonably request in connection with such assignment.


		9.2	Assignment by Licensor



Licensor may assign all or any
part of its rights and obligations under this Agreement at any time without the consent of Licensee. Licensee agrees to execute
such further acknowledgments or other instruments as Licensor may reasonably request in connection with such assignment.


		10.	Warranties; Limitation of Liability



		10.1	Warranties



Licensor represents and warrants
that:


		(a)	Licensor is not aware that any third party is misappropriating, infringing, diluting, or violating
the Licensed Patents and/or the Licensed Know-how and no such claims have been brought against any third party by the Licensor
at the date of signing of this Agreement.



		(b)	Licensor is the owner of all right, title and interest in and to each such patent and patent application,
free and clear of all liens and is fully authorized to enter into this Agreement. Licensor has duly acquired the Licensed Know-how.



		(c)	No patent or patent application under the Licensed Patents is involved in any interference, reissue,
re-examination or opposition proceeding and no such action has been threatened with respect to any such patent or patent application.



		(d)	to the best of its knowledge, the Licensed Patents and the Licensed Know-how do not infringe any
Intellectual Property Rights of third parties. There is no warranty that the Licensed Patents and Licensed Know-how do not infringe
any Intellectual Property Rights of third parties.



Except for the representations
and warranties provided in this Article 10, or otherwise expressly provided in this Agreement, Licensor makes no representations
and warranties of any kind or any nature, whether expressed or implied and declines any liability therefrom.


		10.2	Limitation of Liability



The Parties shall be liable to
each other only (i) in case of intent or gross negligence, or (ii) in case of any breach of Section 8. Liability for consequential
damages, in particular loss of profits shall be excluded. The Parties shall not assume any further liability for acts or omissions
under or in connection with this Contract unless expressly stated herein.




    	11 




    	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.

 
 


    


		11.	General



		11.1	Governing Law



This Agreement shall be governed
by and interpreted in accordance with the laws of Germany excluding the provisions of conflicts of laws. The UN Convention on Contracts
for the International Sale of Goods is excluded.


All disputes arising out of or
in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said Rules. Place of arbitration shall be Zurich, Switzerland.


		11.2	Severability



Should any provision of this Agreement
be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the
remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall, to the extent
permitted by law, be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent
and purpose of such invalid, ineffective or unenforceable provision. The aforesaid shall apply mutatis mutandis to any gap in this
Agreement.


		11.3	Amendments



Any changes or modifications of
this Agreement, including a waiver of the written form, must be made in writing.




    	12 




    	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.

 
 


    


IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement as follows:


 


	Licensor	Licensee
	
        By:/s/ Siew Hwa Ong

        Name: Siew Hwa Ong, PhD

        Title: CEO

        Date: 05 October 2015
	
        By:/s/ Oliver Schacht

        Name: Oliver Schacht, PhD

        Title: CEO

        Date: 05 October 2015

	
        By:/s/ Li Yuanhan

        Name: Li Yuanhan, MSc

        Title: Research Associate

        Date: 05 October 2015
	
        By:/s/ Achim Plum

        Name: Dr. Achim Plum

        Title: CCO

        Date: 05 October 2015



 





    	13 




    	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

Licensed Patents

[***]


Schedule B

Licensed Know-how (attached)


Schedule C

Research & Development Plan (attached)


Schedule D

Research & Development Milestones (attached)


Schedule E

Form of Royalty Report


[***]


Schedule F

Press release (latest version attached)




    	 




    	 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


Licensed Know-how and schedule of transfer


The Table below contains the schedule
of know-how transfer as planned aligning with Schedule C. The Table is subjected to update and the parties may add or adjust the
plans, during the course of the collaboration, if they deem this as necessary.


[***]


 


 




    	 




    	 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


AcuSept Co-Development Plan and Milestones


[***]


 


 


 




    	 




    	 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


Research and Development Milestones


[***]


 




    	 




    	 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



 


    


Curetis and Acumen to Collaborate on

Unyvero Sepsis Test and ASEAN

Distribution


-Curetis
licenses Acumen’s proprietary sepsis biomarker panel for use with Unyvero Platform


-Diagnostics
Development (DxD) Hub in Singapore to support Acumen in development and clinical validation of the panel


-Acumen
to distribute Unyvero product line in ASEAN countries


Holzgerlingen, Germany Slagapore,
October 2015 Curetis AG, a developer of next-level molecular diagnostic solutions, today announced that it has obtained a world-wide,
non-exclusive license to AcuSept, a proprietary biomarker panel from Acumen Research Laboratories Pte Ltd. (Singapore). The panel
is in advanced clinical development and will be used by Curetis and Acumen for the joint development and clinical validation of
a sepsis host response test on the Unyvero Platform. Acumen’s activities in Singapore will be supported by NUS Enterprise
and the Diagnostics Development (DxD) Hub, a national initiative led by the Agency for Science, Technology and Research (A*STAR),
which aims to accelerate diagnostics innovations into market-ready products.


Separately, Curetis and Acumen have
signed an exclusive, multi-year distribution agreement for the Unyvero product line in ASEAN markets, which will initially include
Singapore, Malaysia, Thailand and Indonesia. The agreement, effective immediately, comprises Unyvero Systems and P55 and i60 ITI
Application Cartridges. Acumen will seek product registration in these markets. This agreement, through which Acumen will act as
a commercial hub for Curetis in the ASEAN markets, will complement the recently announced Greater China distribution partnership
between Curetis and Beijing Clear Biotech, giving Curetis a strong sales and marketing presence in Asia.


The AcuSept biomarker panel is designed
to accurately detect changes in a patient’s immune system indicative of pathogens in the blood stream and of a systemic inflammatory
response syndrome (SIRS) caused by these microorganisms. The presence of both SIRS and infections are the medical criteria for
sepsis, a severe disease with poor prognosis and an often fatal outcome: approximately 50% of people with severe sepsis and 80%
of people with septic shock die. With an estimated incidence of 26 million cases worldwide per year, sepsis is among the most frequent
severe medical conditions and a significant economic burden to the healthcare systems. A fast and clear distinction between patients
with sepsis and those who only have either infections or SIRS by appropriate tests is key to an effective therapy and survival.


“We are very impressed with Acumen’s
work on the AcuSept biomarker panel for sepsis host response,” said Oliver Schacht, PhD, CEO of Curetis. “We believe
that the panel has the potential to address shortcomings of other approaches for the early detection of sepsis, and believe that
a sepsis host response test on our Unyvero Platform will ideally complement our Unyvero Blood Culture test, which is currently
in development.”




    	 




    	 



    


 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


 


“We are pleased to have won Acumen
as an exclusive distributor of our Unyvero Platform with currently marketed Application Cartridges in pneumonia and implant and
tissue infections for the ASEAN markets,” added Achim Plum, Chief Commercial Officer of Curetis. “With its in-depth
understanding of the clinical needs and the healthcare systems in these markets, Acumen is optimally positioned to develop the
ASEAN markets for us and help us establish an ASEAN commercial hub.”


“Sepsis progresses rapidly and
frequently comes with non-specific symptoms at an early stage. Accurate, quick and early diagnosis of a developing sepsis, however,
is an important prerequisite for fast and effective treatment,” said Siew Hwa Ong, PhD, CEO of Acumen, who is also an Adjunct
Professor at the National University of Singapore (NUS) Yong Loo Lin School of Medicine. “Unyvero is ideally suited for the
AcuSept sepsis host response panel to enable the early and reliable segregation of patients who have sepsis from those who have
infections or inflammation only. Moreover, the distribution of Unyvero creates great synergies for us in building a market for
Unyvero that can be leveraged later for the fast adoption of the AcuSept test on the Unyvero Platform. This partnership is made
possible partly due to the DxD Hub’s support to Acumen in refining the technical and commercial strategy for the test, as
well as its continued commitment to support the subsequent clinical validation.”


“We are delighted that Acumen
is embarking on the next stage of its commercialization journey for its AcuSept technology,” said Sidney Yee, PhD,
CEO of the DxD Hub. “The strategic partnership between Acumen and Curetis underscores DxD Hub’s role as a critical
enabler for diagnostics solutions to reach the market quickly to deliver effective treatment outcomes for patients.”


Curetis expects to launch a sepsis host
response test in Europe in late 2017 at the earliest. The registration process for the current Unyvero Systems and Application
Cartridges in ASEAN countries is expected to take up to one year.


Disclaimer





    	 




    	 



    


 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


 


CAUTION - Investigational device. Limited
by Federal (or United States) law to investigational use. The information contained in this communication does not constitute nor
imply an offer to sell or transfer any product, and no product based on the Curetis Unyvero technology is currently available for
sale in the United States of America or Canada. The analytical and clinical performance characteristics of any Curetis Unyvero
product which may be sold at some future point in time in the U.S. have not yet been established.


###


About the Unyvero Platform


The CE-marked Unyvero System is a versatile
hardware platform for the detection of a broad panel of bacteria, fungi and antibiotic resistance genes from a single sample in
one run. It processes a disposable Application Cartridge providing the necessary reagents to complete the analysis from sample
to result It is marketed in Europe, Russia, the Middle East and various other non-European countries. In the U.S., Curetis is running
a prospective multi-center clinical trial aimed at achieving FDA clearance registered here.


The platform enables the DNA-based testing
of all clinically relevant samples in a fully automated, unsupervised analysis process requiring only a few, quick manual preparation
steps. The analysis thus can be performed with minimal operator time and without the need of skilled staff or special infrastructure.


Thereby, clinically relevant information
is available within about four to five hours to support an informed therapy decision as early as possible.


The CE-marked Unyvero P55 Application
Cartridge focuses on pneumonia testing and simultaneously analyzes 40 DNA targets. The second CE-marked Unyvero i60 ITI Application
Cartridge for implant and tissue infections is also commercially available in Europe and is currently being evaluated in a prospective
European multi-center cohort study in prosthetic joint infections (EPJIC).


Application Cartridges for additional
indications are in various stages of development and preparation.


For further information, please visit
www.unyvero.com.


About Curetis AG


Founded in 2007, Curetis AG is a molecular
diagnostics company which focuses on the development and commercialization of reliable, fast and cost-effective products for diagnosing
severe infectious diseases. The diagnostic solutions of Curetis AG enable rapid multi-parameter pathogen and antibiotic resistance
detection in only a few hours, a process that today can take up to days or even weeks with other techniques.


To date, Curetis has raised total funds of
over EUR 63.5 million (›US$ 70 million). The company is based in Holzgerlingen near Stuttgart, Germany. Curetis has signed
collaboration agreements with Heraeus Medical and Cempra Inc. as well as several international distribution agreements


 




    	 




    	 



    


 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


 


covering many countries across Europe, Russia,
the Middle East and various other non-European countries.


For further information, please visit
www.curetis.com.


About Acumen Research Laboratories


Acumen Research Laboratories, based in
Singapore, was founded in 2010. The company has strong capabilities in translational research for developing molecular diagnostics
using gene-based biomarkers, with approaches that focus on in-depth clinical validation early in the development process. Acumen
is one of the few industry leaders in host-based, gene expression sepsis diagnostics. Acumen has received funding from SPRING Singapore
and is supported by NUS Enterprise and the Diagnostics Development (DxD) Hub, a national initiative for innovation in medical technology
led by the Agency for Science, Technology and Research (A*STAR).


For further information, please visit
www.acumen-research.com.


About the Diagnostics Development (DxD)
Hub


The Diagnostics Development (DxD) Hub
is a national initiative in Singapore, led by the Agency for Science, Technology and Research (A*STAR). The DxD Hub aims to accelerate
the transformation of innovations into clinically validated diagnostic devices that are ready for market adoption. Through impactful
products, empowering local enterprises and anchoring global companies in Singapore, the DxD Hub contributes to the development
of an effective diagnostic devices ecosystem in Singapore.


For further information, please visit
www.etpl.sg


Contact


Curetis AG


Max-Eyth-Str. 42


71088 Holzgerlingen, Germany


Tel. +4-49 7031 49195-10


pr@curetis.com


www.curetis.com - www.unyvero.com


International Media Inquiries


akampion


Dr. Ludger Wess / Ines-Regina Buth


Managing Partners


info@akampion.com


Tel. +49 40 88 16 59 64


Tel +49 30 23 63 27 68


U.S. Media Inquiries


The Ruth Group


Lee Roth


lroth@theruthgroup.com


Tel. +1 646 536 7012




    	 




    	 



    


Singapore Media Inquiries


Agency for Science, Technology and Research
(A*STAR)


Lynn Hong


Senior Officer, Corporate Communications


hongxl@scei.a-star.edu.sq


Tel: +65 6419 6597