Exhibit 10.23


 


Certain personally identifiable information contained in this document,
marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.


 


Execution
Version


  


BOARD MEMBER AGREEMENT


 


Dated September 25, 2021


 


between


 


		1.	MoonLake Immunotherapeutics
AG



c/o KD Zug-Treuhand AG, Untermüli
7, 6302 Zug, Switzerland


 


(the «Company»)


 


and


 


		2.	Simon Sturge



[***]


 


(the «Chairman»)


 


(Company and Chairman each a «Party»
and collectively the «Parties»)


 






     


    	 



    

  


Table of contents


 


	1.	Board Duties	3
	1.1	General Duties	3
	1.2	Communication with Third Parties	4
	1.3	Critical activities of the BoD	4
	1.4	Management Proposals	5
	2.	Effective Date	5
	3.	Nature of contractual relationship	6
	4.	Consideration	6
	4.1	Cash Consideration	6
	4.2	Expenses	6
	4.3	Equity Compensation	6
	5.	Intellectual Property Rights	6
	6.	Confidentiality	7
	7.	Non-solicitation	8
	8.	Information Obligation	9
	9.	Compliance	9
	10.	Term and Termination	9
	11.	Tax and Social Security Contributions	10
	12.	General Provisions	10
	12.1	Entire Agreement	10
	12.2	Amendments and Waivers	10
	12.3	No Assignment	10
	12.4	Severability	10
	12.5	Formal Requirements and Amendments	11
	13.	Governing Law and Jurisdiction	11
	13.1	Governing Law	11
	13.2	Jurisdiction	11



 






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PREAMBLE



 


		A.	The Company is a clinical-stage biotechnology company focused on creating next-level therapies for inflammatory
skin and joint diseases.



 


		B.	The Chairman is an experienced healthcare executive and has built a very strong reputation not only in
the biotechnology industry but also in the investment community.



 


		C.	The Company wishes to engage the Chairman as chairman of the board of directors ("BoD")
of the Company.



 


		D.	The Chairman wishes to serve as chairman of the board of directors of the Company.



 


Now,
therefore, the Parties hereto agree as follows ("Agreement"):


 


		1.	Board Duties



 


		1.1	General Duties



 


The Chairman shall serve as non-executive
chairperson of the BoD of the Company and perform all such duties and responsibilities as are customarily related to such position in
accordance with the applicable laws and regulations, as amended from time to time.


 


The Chairman shall in particular have
all of the duties and responsibilities of a chairperson of a Swiss corporation as provided by Swiss law, and in particular by the provisions
of article 716 ff. of the Swiss Code of Obligations as well as by the articles of association of the Company and the organizational regulations
of the Company.


 


The Chairman shall meet with the other
members of the BoD to discuss any matter involving the Company (e.g. overall management, determination of the organisation, setting overall
objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, organization of the
accounting, financial control and financial planning, reviewing management performance, supervision of the management) at regular intervals
and whenever necessary. The Chairman is expected to actively organize, prepare, lead and participate in such meetings. He shall also serve
on Board committees as decided from time to time by the Board.


 


The Chairman is expected to represent
the Company in the public.


 


The Chairman is expected to be continually
informed, educated and up to date on the Company and its industry, seeking information from a variety of sources, including, but not exclusively,
research reports, audit reports and, where relevant, regulatory pronouncements. The Chairman shall bring in outside experts and advisors
to inform the members of the BoD on issues and events affecting the Company, if he deems it necessary and productive.


 


The Chairman is expected to minimize
the amount of time spent on frivolous or non-essential matters and to provide perspective as well as to make decisions to build real value
for the Company and its shareholders.


 






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The Chairman shall have unfettered
access to the management, including those below the CEO’s direct reports, as authorized and coordinated by the BoD.


 


The BoD shall meet at each meeting
in executive session without the CEO or other members of the management to ensure an open and free discussion. Independent directors shall
ensure that they have enough time to do this properly.


 


The Chairman shall duly safeguard
the interests of the Company.


 


		1.2	Communication with Third Parties



 


A robust communication of the BoD’s
thinking to the company’s shareholders is important. The BoD may warrant direct communication to the Chairman or other members of
the BoD on certain issues (i.e. board governance and CEO compensation), as appropriate and in coordination with the management. Members
of the BoD who communicate directly with shareholders shall ideally be experienced in such matters.


 


The Chairman shall speak about the
company with the media only if authorized by the BoD to do so in accordance with the company’s policy.


 


The Chairman is expected to actively
engage on corporate governance and key shareholder issues when meeting with shareholders.


 


		1.3	Critical activities of the BoD



 


The BoD (including, where appropriate,
through the Chairman or a lead independent director) shall have an input into the setting of the agenda of the BoD (the “Agenda”).
Over the course of a year, the Agenda has to include and focus on the following items, among others:


 


		-	A robust, forward-looking discussion of the business;



 


		-	Performance of the current CEO and other key members of management and the succession planning for each
of them. The BoD shall make sure the Company has a performant CEO. The BoD shall act promptly to address the issue, if the Company’s
CEO is not performant;



 


		-	Creation of shareholder value, with a focus on the long term. Long-term thinking, such as the sort of
long-term thinking owners of a private company might bring to their strategic discussions, including investments that may not pay off
in the short run, shall be encouraged by the BoD;



 


		-	Major strategic issues (including material mergers and acquisitions and major capital commitments) and
long-term strategy, including thorough consideration of operational and financial plans, quantitative and qualitative key performance
indicators, and assessment of organic and inorganic growth, among others;



 


		-	The BoD shall receive a balanced assessment on strategic fit, risks and valuation in connection with material
mergers and acquisitions. The BoD shall consider establishing an ad hoc transaction committee if a significant amount of time of the BoD
is required otherwise to consider a material merger or acquisition. If the company’s stock is to be used in such a transaction,
the BoD shall carefully assess the company’s valuation relative to the valuation implied in the acquisition;



 






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		-	Significant risks, including reputational risks. The BoD shall not be reflexively risk averse. The BoD
shall seek the proper calibration of risk and reward as it focuses on the long-term interests of the Company’s shareholders;



 


		-	Standards of performance, including the maintaining and strengthening of the company’s culture and
values;



 


		-	Material corporate responsibility matters;



 


		-	Key shareholder concerns:



 


		○	The BoD shall engage with shareholders and receive feedback about matters relevant to long-term shareholder
value;



 


		○	The BoD shall consider engaging a proposing shareholder (as well as other shareholders, to the extent
appropriate) early in the process, preferably before the proposal appears in the proxy, in the event it receives a shareholder’s
proposal. The BoD shall consider further engagement with shareholders and either implement the proposal (or a comparable alternative)
or promptly explain why doing so would not be in the best long-term interests of the company, should the proposal receive majority shareholder
support. As a best practice, the BoD shall also consider further engagement with shareholders to discuss shareholders’ proposals
that receive significant but less than majority support and formulate an appropriate response. While such response may include the adoption
of the proposal (or a comparable alternative), the BoD should be mindful of the fact that a majority of the company’s shareholders
did not support the proposal.



 


		1.4	Management Proposals



 


The Company shall consider an early
engagement with shareholders in case of a proposal from the management. The BoD shall consider further engagement with shareholders and
formulate an appropriate response that is mindful of how a majority of the Company’s shareholders voted, should the proposal be
defeated or receive significant shareholder opposition.


 


The BoD or an appropriate committee
of the BoD shall determine the best approach to compensate management, taking into account all the factors it deems appropriate, including
corporate and individual performance and other qualitative and quantitative factors and discuss and approve the CEO’s compensation.


 


		2.	Effective Date



 


This Agreement shall enter into force
retroactively with effect as of July 27, 2021 (the “Effective Date”).


 






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		3.	Nature of contractual relationship



 


The Chairman shall serve as an independent
contractor and shall not qualify as an employee of the Company for any purposes by virtue of this Agreement.


 


The Chairman has to carry out the
mandate in person and shall not allow any other person or entity to perform his duties and responsibilities.


 


		4.	Consideration



 


		4.1	Cash Consideration



 


The Chairman shall not be entitled
to a remuneration for providing his services under this Agreement. Notwithstanding the aforesaid, the Parties intend to discuss and negotiate
in good faith a remuneration when another independent board member is appointed who is entitled to a cash remuneration.


 


		4.2	Expenses



 


The Company shall reimburse the Chairman
for all business expenses reasonably incurred in connection with the mandate as chairman of the BoD of the Company (including travel costs,
hotel accommodation costs, meal costs as well as other costs). However, reimbursement shall only be made (i) upon presentation of the
relevant original receipts which may be used for tax purposes, and (ii) upon compliance with the Company's expense regulations, if any,
which the Company may issue and unilaterally amend or supplement at any time.


 


		4.3	Equity Compensation



 


The Chairman shall have the opportunity
to once subscribe for shares in the Company for a total amount of USD 500,000 under the terms and conditions as set forth and described
in Annex 1. The Chairman agrees to accept and abide by the terms and conditions described in Annex 1 subject to his subscription
of shares.


 


		5.	Intellectual Property Rights



 


As far as allowed under the law applicable
to the respective rights as mentioned hereafter, the Chairman shall assign and transfer, and herewith assigns and transfers to the Company
all rights, titles, and interests in and to any invention, original work of authorship, development, concept, improvement or trade secret,
whether or not protected by "Intellectual Property Rights" (i.e., patentable or registrable as a design or trademark or protected
by copyrights or similar laws), which he has or may have created, conceived, developed or reduced to practice or will create, conceive,
develop or reduce to practice (whether individually or with the assistance of any other individual or entity) in the course of or in connection
with his mandate under this Agreement, irrespective of whether such rights are the result of the performance of his duties to the Company
or not (collectively the “Work Results”). The aforementioned transfer and assignment is made without any additional
remuneration.


 


In particular, the Chairman hereby
agrees that the Company, as an assignee of intellectual property rights in the Work Results is entitled to pursue any application or registration
necessary to secure any intellectual property right (be it Swiss or foreign patents, trademarks, designs, copyrights or topographies).
If under a particular jurisdiction the Company is not entitled to perform applications or registrations on its own, the Chairman agrees
to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the
Work Results including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to effect the
transfer of the rights in the Work Results and, as the case may be, to apply for and obtain any registered intellectual property rights.


 






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Where the applicable law does not
allow the transfer or the assignment of the rights in the Work Results or intellectual property rights and related rights, the Chairman
herewith grants the Company the exclusive right and license to use, modify and further develop the Work Results in its sole discretion
and to the broadest extent admissible by the applicable law. The Chairman hereby waives and irrevocably quitclaims any claims, of any
nature whatsoever, which arise due to an infringement of any rights in the Work Results, to the Company or its designee. The above assignment
and transfer and/or license is unlimited in time, territory and scope and includes all exploitation rights related to the intellectual
property rights and know-how, whether currently known or arising in the future. It further includes the right of the Company to assign
and transfer or (sub)-license the Work Results to any third party and/or all rights of attribution, paternity, integrity, modification
disclosure, destruction and any other rights throughout the world that may be known or referred to as "moral rights," "artist's
rights," "droit moral," or the like (collectively, "Moral Rights") as well as to undertake all steps necessary
to protect such rights in the Company’s name. To the extent that Moral Rights cannot be assigned under applicable law, the Chairman
hereby waives all my Moral Rights to the extent permitted by law.


 


The Company shall have the right to
disclose in its presentation material (including, but not limited to, its website and press releases) that the Chairman is engaged as
chairman of the BoD of the Company. After termination of this Agreement, the Company shall be entitled to disclose in its presentation
material that the Chairman was a former chairman of the BoD of the Company.


 


Except for reimbursement for the application
of patent or registration of trademarks as set forth above, no additional consideration shall be paid to the Chairman for such assignment
of intellectual property rights.


 


The Company's ownership of any intellectual
property right, the right to use the Chairman's name, shall not be affected by the termination of this Agreement.


 


		6.	Confidentiality



 


The Chairman will keep secret any
Information (as defined hereinafter) received from the Company and will make no use of such Information (Obligation of Secrecy),


 


		a)	unless such Information is general public knowledge or becomes general public knowledge through no fault
of any party, or



 


		b)	unless such Information was in the Chairman's possession prior to his receipt thereof as proven by written
records, or



 






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		c)	unless such Information has been received by the Chairman from any third party under no obligation of
confidentiality to the Chairman or the Company, or



 


		d)	unless such Information must be disclosed by law, regulation or judicial or administrative process.



 


"Information" is
defined to include: all information that has been created, discovered or developed, or has otherwise become known to the Company including,
without limitation, information created, discovered, developed or made known by the Chairman during the time spent interacting with or
performing a service for the Company.


 


Any Information received from the
Company, especially such relating to business activities and/or products of the Company shall be treated confidentially by the Chairman
and shall not be passed on to any third party without prior written consent of the Company. This shall apply in particular to, all manufacturing
or business secrets, all know-how of any kind (e.g. developments, inventions, data collections, processes and concepts, business relationships),
information about the Company or about persons associated or cooperating with the Company (e.g. customers of the Company, interested parties).
Any documents data, records, apparatus, equipment and other physical property, whether or not pertaining to the Information, furnished
to the Chairman by the Company or produced by the Chairman or others under or in connection with this Agreement, shall be returned to
the Company upon termination of this Agreement and the Chairman shall destroy any copies of such documents and data carriers, whether
or not such return or such destruction is requested by the Company.


 


The Chairman is prohibited from transcribing
or making copies of work products and any and all files or documents pertaining to the Company (in particular business documents, including
contracts and correspondence) for private and other purposes not related to the performance of this Agreement.


 


The obligations stipulated in this
section 6 shall survive the termination of this Agreement for as long as such information remains proprietary or confidential.


 


		7.	Non-solicitation



 


The Chairman undertakes for the entire
term of this Agreement and during twenty four (24) months after its termination, that he will not:


 


		a)	use directly or indirectly any knowledge acquired for an activity competing
with the business of the Company; 



 


		b)	on his own behalf or for any other person directly or indirectly actively
offer employment to or actively procure employment for any person who is employed by the Company or actively solicit or induce any employee
of the Company to leave their employment with the Company; or



 


		c)	solicit, aid or induce any person which has been a customer, supplier, agent
or distributor of the Company or was or is in the habit of dealing with the Company, to stop using the services of or dealing with the
Company in the manner in which such person shall have been previously accustomed.



 






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The Chairman shall
pay to Company a fixed sum in the amount of CHF 100,000.00 for each breach of his non-solicitation obligations according to this
section 7. For the avoidance of doubt, payment of the fixed sum does not relieve the Chairman from his obligations under this Section
7. In addition to the contractual penalty the Company retains the right to claim compensation for the damages exceeding the contractual
penalty.


 


The Company is entitled at any time,
regardless if payment of the contractual penalty and/or additional damages have been made, to demand the termination of the actions which
are in breach of the non-solicitation obligation and to have the Chairman ordered to cease any and all activity in breach of the non-solicitation
obligations by a court (remedy of specific performance, “Realexekution”)


 


		8.	Information Obligation



 


The Chairman shall disclose to the
Company any consultancy and advisory engagements and other commercial interests he may have in the field of immunology. Such disclosure
shall be made in writing within 30 days of the signing of this Agreement.


 


		9.	Compliance



 


The Chairman shall comply with all
statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the
performance of this Agreement, and Company’s rules, regulations, and practices as they may from time-to-time be adopted or modified.


 


The Chairman represents that he has
no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and he agrees to avoid any such
conflict.


 


		10.	Term and Termination



 


This Agreement shall enter into force
retroactively with effect as of the Effective Date.


 


This Agreement shall last as long
as the Chairman is elected chairman of the BoD.


 


Notwithstanding anything to the contrary
in this Agreement, the Chairman may be removed as chairman and member of the BoD at any time as set forth in applicable law and the articles
of association of the Company. Upon termination, the Company shall pay to the Chairman all compensation and expenses to which the Chairman
is entitled up through the date of the removal from office, and thereafter, all of the Company’s obligations under this Agreement
shall cease.


 


The Chairman agrees that all property,
including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated
materials provided to or prepared by the Chairman under or in connection with this Agreement is the sole and exclusive property of the
Company and shall be promptly returned to the Company at first request.


 






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Upon termination of this Agreement,
the Chairman shall resign from all offices then held with the Company by virtue of his position as member of the BoD. The chairman agrees
that following any termination of this Agreement, he shall cooperate in all respects with the Company in winding up or transferring to
other members of the BoD of any pending work and shall also cooperate with the Company in the defense of any action brought by any third
part against the Company that relates to the provided services.


 


The Company and the Chairman agree
that their obligations under this section, as well as sections 4.3, 5, 6, 7, 11, 12, 13 and Annex 1 shall survive the termination of this
Agreement.


 


		11.	Tax and Social Security Contributions



 


The Chairman shall bear sole responsibility
for all taxes, assessments or other levies on his own income, leased or purchased property or equipment.


 


The Chairman is responsible for social
security contributions and mandatory insurances according to the applicable law. The Chairman represents, warrants and undertakes that
all social security contributions and insurance fees will be paid during the term of this Agreement.


 


To the extent the Company has paid
the Chairman's taxes, social security contributions or mandatory insurances, the Chairman shall upon demand reimburse the Company the
amount so paid. The Company reserves the right to withhold parts of the Chairman’s consideration or other remuneration to pay any
such taxes, social security contributions or mandatory insurances.


 


		12.	General Provisions



 


		12.1	Entire Agreement



 


This Agreement, and any other documents
referred to herein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and
shall supersede all prior oral and written agreements or understandings of the Parties relating hereto.


 


		12.2	Amendments and Waivers



 


This Agreement may only be modified
or amended by a document signed by both Parties. Any right under this Agreement may only be waived by a document signed by the Party waiving
such provision.


 


		12.3	No Assignment



 


 No Party shall
be entitled to assign or transfer any of the rights or obligations hereunder to any other party except as expressly permitted under and
in accordance with this Agreement or with the prior written consent of the other Party.


 


		12.4	Severability



 


Should any part or provision of this
Agreement be held to be invalid or unenforceable by any competent arbitral tribunal, court, governmental or administrative authority having
jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall endeavour to negotiate
a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements
and documents required in this connection.


 






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		12.5	Formal Requirements and Amendments



 


This Agreement may be executed in
writing or in electronic form (an electronic file that is signed by electronic signature, such as Skribble, DocuSign or AdobeSign, or
which contains a scan of the signature) and be delivered by electronic mail or another transmission method; the counterpart so executed
and delivered shall be deemed to have been duly executed and validly delivered.


 


		13.	Governing Law and Jurisdiction



 


		13.1	Governing Law



 


This Agreement (including the Equity
Compensation) shall be governed by and construed in accordance with the substantive laws of Switzerland (excluding the Vienna Convention
on the International Sale of Goods dated 11 April 1980 and excluding Swiss Private International Law and international treaties)..


 


		13.2	Jurisdiction



 


All disputes arising out of or in
connection with this Agreement, including all disputes on its conclusion, binding effect, amendment and termination, shall be resolved
exclusively by the ordinary courts of Zug, Switzerland.


 


******


 


[Signature page to follow]


 






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	Company	 	 
	 	 	
	/s/ Spike Loy	 	/s/ Arnout Ploos van Amstel
	Spike Loy	 	Arnout Ploos van Amstel 
	 	 	 
	Chairman	 	 
	 	 	 
	/s/ Simon Sturge	 	 
	Simon Sturge	 	 
	 	 	 



 


 


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