Exhibit
10.22


 


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


 


 


Termination
Agreement


 


dated
13 December 2021


 


between


 


MoonLake
Immunotherapeutics Ltd


 


Dorfstrasse
29


 


6300
Zug


 


(“Employer”)


 


and


 


Jonkheer
Arnout Michiel Ploos van Amstel


 


[***]


 


(“Employee”)


 


(each
a “Party” and collectively the “Parties”)


 






     


     


    

 







	index	 
	 	 
	 Preamble	3
	1 	    Termination
    of Employment Relationship	3
	2 	    Garden
    Leave	3
	3	 Compensation
    and Expenses	4
	4	 Deductions	4
	5	 Leaver
    Call Option	4
	6	 Vacations
    and Overtime	5
	7	 Loyalty
    and Secrecy Obligation	5
	8	 Intellectual
    property	6
	9	 Non-Competition
    and Non-Solicitation	6
	10	 Return
    obligation	7
	11	 Work
    certificate/Reference Information	7
	12	 Communication	8
	12.1	 Obligations
    by the Parties	8
	12.2	 Internal
    and external communication	8
	13 	Non-Derogatory
    Statements	9
	14 	Confidentiality	9
	15 	Insurance
    Schemes	9
	16 	Reflection
    Period	9
	17 	Full
    Settlement Clause	10
	18 	Salvatory
    Clause	10
	19 	Final
    Provisions	10


 




    2 


     


    

 


		 	Preamble



 


The
Parties have entered into an employment relationship on 1 May 2021 (the “Employment Relationship”). The Parties intend
to terminate the Employment Relationship by mutual consent.


 


Now,
therefore, the Parties agree as follows:


 


		1	Termination
                                            of Employment Relationship



 


The
Parties agree to terminate the Employment Relationship by mutual agreement with effect as per 28 February 2022 (the “Termination
Date”).


 


Any
extension of the Employment Relationship due to illness or accident or any other reason according to Article 336c para. 1 of the Swiss
Code of Obligations (“CO”) shall be expressly excluded.


 


The
Employee confirms that no other employment relationship (than the one with the Employer), no mandate, no agency nor any other legal or
contractual relationship, except for (i) the SHA (as defined below), (ii) the Business Combination Agreement (as defined below) as well
as (iii) all ancillary documents and agreements, in particular the investment agreement, signed or executed in connection with the Business
Combination Agreement ((i), (ii) and (iii) together, the “Ongoing Contractual Relationships”), exists between the
Employee and the Employer or any affiliated company of the Employer (e.g. parent company, subsidiaries and/or any associated and affiliated
entities). In case such legal relationship would exist, the Parties hereby agree to terminate such relationship as of today, provided
however, that the Ongoing Contractual Relationships shall not be terminated by this Termination Agreement.


 


		2	Garden
                                            Leave



 


The
Employee who is currently on sick-leave shall be released from his duty to perform work as soon as and in the extent as he will be no
more prevented from performing his work (the “Garden Leave”).


 


The
Employer is entitled to contact and deploy the Employee during Garden Leave on the basis of specific requests. The Employee will be notified
of the corresponding assignment at least 7 days in advance. Such notice will not be valid if the Employee has already started a new job
at the time of the ordered deployment or if he is on vacation according to clause 6 below.


 


The
Employee is obliged to inform the Employer immediately of any further illness or accident during Garden Leave.


 


From
the date of the Garden Leave, the Employee is no longer entitled to act on behalf of the Employer. The Employer shall initiate the necessary
deletions of the Employee from the commercial register and banks.


 






    3 


     


    

 


		3	Compensation
                                            and Expenses



 


Until
the Termination Date, the Employer shall pay to the Employee the contractually agreed monthly gross salary of CHF 35’416.65 on
the usual due dates.


 


For
the period during which the Employee is prevented from working through no fault of his own, the Employee’s entitlement to continued
payment of salaries at 100% and shall not be governed by the contractually agreed benefits in the event of prevention from working through
no fault of his own, the difference of 20% between the payments of the insurance of 80% and the 100% of the salary being paid by the
company. This also applies to the period in which the Employee would have been prevented from working if not on Garden Leave.


 


The
Employee is entitled to a pro-rated bonus payment for the period from 1 May 2021 to the Termination Date (i.e. 10 months). The final
bonus amount will be decided by the board in accordance with clause 5.2 of the employment contract. The Employee will be treated equally
as the other two founders with regard to the determination of the bonus payment, independently of the sick-leave, the garden leave and
the termination of the Employment Relationship effective as of the Termination Date, especially regarding the fulfilling of the two milestones
according to clause 5.2 of the employment agreement between the Employee and the Company dated 30 April 2021 (the “Employment Agreement”).


 


All
possible expenses and fringe benefits associated with the actual work performance are waived during Garden Leave.


 


By
signing this Termination Agreement, the Employee acknowledges that the Employer no longer owes him any further payments under any title
whatsoever (including but not limited to, any salary payments, severance payments, bonus entitlements, reimbursement of expenses, benefits,
overtime, vacation, and any other claims, entitlements, benefits, and sums due or which the Employee has or may have under or relating
to the Employment Relationship and/or the termination thereof against the Employer and/or the Employer’s affiliates).


 


		4	Deductions



 


Unless
expressly agreed otherwise, the Employee’s statutory, regulatory and contractually owed contributions for AHV/IV/EO, ALV, occupational
benefits insurance (BVG), non-occupational accident insurance (NBU) and daily sickness benefits insurance as well as any withholding
taxes shall be deducted from all compensation and other benefits of the Employer.


 


		5	Leaver
                                            Call Option



 


The
Parties are bound by the terms and conditions of the shareholders’ agreement dated 28 April 2021, between the Series A Investors,
the Founders and the Company (as such terms are defined therein) (the “SHA”).


 


The
Employee currently holds 110,000 Common Shares (as defined in the SHA), of which 90% are subject to a reverse vesting schedule pursuant
to section 13 of the SHA. As of the Termination Date, 57,756 Common Shares (as defined in the SHA; i.e. 52.5% of Employee’s Common
Shares and 58.3% of Employee’s Leaver Shares as defined in the SHA) remain unvested.


 






    4 


     


    

 


The
Parties hereby agree that the Leaver Call Option as defined in the SHA shall be exercisable concurrently with the signing of this Termination
Agreement.


 


The
Employer hereby exercises the Leaver Call Option (as defined in the SHA) and the Employee hereby sells, assigns (as also evidenced in
the assignment declaration set forth in Annex 1 hereto) and transfers, 57,756 Common Shares (as defined in the SHA; the “Unvested
Shares”) to the Employer. For documentation purposes, within 2 business days, the Employee shall deliver to the Employer or
its representative the duly executed original of the assignment declaration with respect to the Unvested Shares mentioned above. For
clarity, the other 52,244 Common Shares (as defined in the SHA) are vested (the “Vested Shares”) and will remain in
the full possession of the Employee.


 


Not
later than 2 business days after the date of this Termination Agreement, the Employer shall pay to the Employee a purchase price in the
amount of CHF 5,775.60 in consideration for the Unvested Shares.


 


The
Employer shall notify the other parties to the SHA of the termination of the Employment Relationship and of the exercise by the Employer
of the Leaver Call Option (as defined in the SHA), all in accordance with section 13.3 of the SHA.


 


For
clarity, the amended and restated shareholders’ agreement which shall be entered into in connection with and in advance of the
closing of the business combination agreement by and among the Employer, Helix Acquisition Corp. and the further parties set forth on
the signature pages to the business combination agreement (the “Business Combination Agreement”), the Business Combination
Agreement and the ancillary documents thereto shall not be amended by this Termination Agreement. The SHA shall not be amended by this
Termination Agreement with respect to the Vested Shares of the Employee. In the event of a conflict between the terms of the SHA with
respect to the Unvested Shares of the Employee, the terms of this Termination Agreement shall prevail as between the parties to this
Termination Agreement.


 


		6	Vacations
                                            and Overtime



 


All
remaining vacation entitlement and/or overtime (“Überstunden”) and/or statutory overtime (“Überzeit”)
balance accumulated until the Termination Date is deemed fully compensated by the Garden Leave. Therefore, there will be no cash compensation
of any vacation entitlement and/or overtime (“Überstunden”) and/or statutory overtime (“Überzeit”)
balance.


 


		7	Loyalty
                                            and Secrecy Obligation



 


For
the remainder of the Employment Relationship and also after the Termination Date, the Employee shall keep strictly confidential and neither
use for his own purposes or that of others nor make known to any third person any information pertaining to the Employer, its affiliates
and group companies and/or its business. These include in particular, but not limited to, any trade or business secrets, any products,
processes, customers, contracts, business prospects, business methods, techniques, research, or know-how or data of the Employer, its
affiliates and group companies that has been disclosed or otherwise made available to the Employee during the Employment Relationship,
regardless of whether such information is confidential or not, except if such information is already publicly known and in the public
domain.


 






    5 


     


    

 


In
case of a violation of this obligation, the Employee shall owe the Employer a penalty of CHF 100’000 for each breach. In addition
to the penalty, the Employer retains the right to claim compensation for damages exceeding the penalty. The payment of this penalty shall
not release the Employee from the continued compliance with this clause.


 


		8	Intellectual
                                            property



 


Even
after the Termination Date, the Employee continues to be bound to his obligations regarding inventions, designs, copyrights, software,
know-how and other results of the Employee’s work pursuant to the employment contract and the applicable provisions of the law.
In particular, the Employee remains obliged, upon the Employer’s request, to cooperate with regard to possible formalities (e.g.
declaration of assignment).


 


		9	Non-Competition
                                            and Non-Solicitation



 


The
Parties agree to replace the post-contractual non-competition and non-solicitation clause (clause 16 of the employment contract) with
the following:


 


During
the employment relationship and for a period of 6 months after the Termination Date, the Employee agrees – without the express
written consent of the Employer:


 


		-	not
                                            to accept a part-time or full-time employment as an employee with any company, which develops,
                                            produces, distributes or offers wholly or partly products in the same therapeutic areas as
                                            the Employer or its affiliated companies;



 


		-	not
                                            to, neither directly nor indirectly, establish or to participate in such company or to operate
                                            such company at their own costs.



 


		-	not
                                            to solicit or recruit, neither directly nor indirectly (in particular through a company owned
                                            or controlled by the Employee), employees and/or previous or current customers of the Employer.



 


During
the employment relationship and for a period of 12 months after the Termination Date, the Employee agrees – without the express
written consent of the Employer:


 


		-	not
                                            to accept a part-time or full-time employment as an employee with or consult any company
                                            which develops, produces, distributes or offers wholly or partly assets targeting the IL-17
                                            molecular pathway;



 


		-	not
                                            to, neither directly nor indirectly, establish or to participate in such company or to operate
                                            such company at their own costs.



 






    6 


     


    

 


During
the employment relationship and for a period of 6 months after the Termination Date, the Employee agrees – without the express
written consent of the Employer not to consult any company which develops, produces, distributes or offers wholly or partly products
in the therapeutical areas of Psoriasis, Psoriatic Arthritis, Hidradenitis Suppurativa, non-radiographic Axial Spondyloarthritis and
radiographic Axial Spondyloarthritis (also known as Ankylosing Spondylitis).


 


The
post-contractual non-competition clause applies worldwide.


 


In
the event of a breach, the Employee shall owe the Employer a penalty of CHF 100’000 for each breach. In addition to the penalty,
the Employer retains the right to claim compensation for damages exceeding the penalty. The payment of the penalty shall not release
the Employee form the obligation to continue to comply with the post-contractual non-compete clause.


 


The
Employer is entitled at any time regardless of the payment of the penalty and/or additional damages to demand the termination of any
actions, which are in breach of the non-competition clause and to have the Employee ordered to cease any and all activities in breach
of the non-competition obligations by a court (remedy of specific performance, “Realexekution”).


 


		10	Return
                                            obligation



 


Unless
otherwise provided in this Termination Agreement, the Employee is obliged to return to the Employer no later than 7 days following the
signing of this Termination Agreement all property, possessions and/or equipment belonging to the Employer (such as keys, badge and laptop).
However, the mobile number [***] (which was transferred by the Employee from Swisscom to SALT in June 2021 as his business number) will
be transferred from the Employer to the Employee’s personal account with SALT not later than seven days following the signing of
this Termination Agreement. Until the same date, the Employee is obliged to return/handover all work products, login credentials including
but not limited to any company profile on social media as well as all further documents related to the Employer, regardless of the form
in which they exist (including, but not limited to, computer files, source codes, notes, and documentation). The Employee’s access
to SharePoint, OneDrive and company email account will be blocked by the date of the Garden Leave.


 


The
Employee is obliged not to make, retain or furnish to any other person or entity any records, copies, duplicates, reproductions or excerpts
of such work products, documents, property and/or equipment of the Employer.


 


		11	Work
                                            certificate/Reference Information



 


Within
14 working days after mutual signing of this Termination Agreement, the Employer shall issue the Employee with the final work certificate
attached to this Termination Agreement as Annex 2.


 






    7 


     


    

 


The
Employer is prohibited to provide reference information, unless the Employee would give his permission later. Any reference information
shall be provided in line with the text of the final work certificate.


 


		12	Communication



 


		12.1	Obligations
                                            by the Parties



 


All
internal and external communication shall be handled exclusively by the Employer according to the internal and external communication
defined in clause 12.2 hereafter. The Employee is obliged to maintain confidentiality and must refrain from making his own announcements
about the termination of the Employment Agreement, both in writing and verbally. This includes in particular but not limited any announcements
to investors, analysts, competitors, authorities or on social media (e.g. LinkedIn). However, the fact that the Employee is not allowed
to make an official announcement, does not exclude to mention the reasons why he is leaving the company in line with the agreed internal
and external communication (see 12.2) after the closing of the transactions contemplated by the Business Combination Agreement.


 


In
case of a violation of this clause by the Employee, the Employee shall pay a penalty of CHF 100’000. The payment of such penalty
shall not release the Employee from the continued compliance with this clause.


 


		12.2	Internal
                                            and external communication



 


With
regard to the Employee’s departure from the services of the Employer, the following internal and external official version is agreed
upon:


 


“MoonLake
Immunotherapeutics AG (“MoonLake”, “Company”) informs that our Founder and colleague, Arnout Ploos van Amstel,
has stepped away from his functions as Chief Operating Officer and from MoonLake and will leave the company for the end of February 2022
after 2,5 years of successful and intensive dedication to the in-licensing process, the startup and initial build of MoonLake. His departure
is due to personal reasons, and will allow him to attend to his health, away from the demands of supporting the daily operation of the
company. Arnout is and always will be a Founder of MoonLake. The founders are thankful and indebted for our journey together in bringing
an idea to life as MoonLake, and for launching and building the base for the company. And, together with the colleagues at MoonLake,
we wish Arnout the best over the next months and years”.


 






    8 


     


    

 


		13	Non-Derogatory
                                            Statements



 


The
Parties agree not to make any negative or untrue statement or communication of whatever nature about the other Party, i.e. the Employee
or the Company or any of its affiliates to any third party following the execution of this Termination Agreement.


 


		14	Confidentiality



 


The
Parties undertake to treat the subject matter and content of this Termination Agreement as strictly confidential and not to disclose
it to third parties. Disclosure to the respective legal advisors of the Parties, to persons in connection with the fulfilment of a legal
obligation or to comply with accounting and reporting standards, including without limitation FASB standards and SEC rules, and to courts
and authorities remain reserved.


 


		15	Insurance
                                            Schemes



 


The
Employee’s membership in the company pension scheme with AXA Life Ltd. will expire as per the Termination Date. The employer notifies
AXA Life Ltd. of the termination of the Employment Relationship. The risks of death and disability remain insured for one month after
the Termination Date, but at the latest until entry into a new pension fund.


 


With
regard to the accident insurance, the Employee is herewith informed, that the compulsory accident insurance coverage ends on the thirty-first
(31st) day after the day on which the entitlement to at least half the salary ceases. It is, however, possible to extend the non-occupational
accident insurance up to six (6) months at the Employee’s own expense by means of a so called “Abredeversicherung”.
Such “Abredeversicherung” must be concluded by payment of the premium no later than on the thirty-first (31st) day after
the day on which the entitlement to at least half the salary ceases. If the Employee is not insured again within 31 days by an obligatory
accident insurance according to the UVG and has suspended the insurance cover for accidents from his obligatory health insurance, he
must notify his health insurance company immediately so that the insurance cover for accidents can be included in his health insurance.
Depending on his health insurance company, the suspension of the insurance cover for accidents may also apply in the case of an “Abredeversicherung”.
For further details, it is to refer to the data sheet LAA/UVG special agreement insurance of Vaudoise in Annex 3.


 


With
regard to the Employer’s collective daily sickness benefits insurance (“Krankentaggeldversicherung”) and the supplementary
accident insurance (“Unfallzusatzversicherung”), the Employee is herewith informed, that the insurance coverage ceases as
per the Termination Date. In accordance with the general insurance conditions of Groupe Mutuel, employees residing in Switzerland have
the option of transferring to an individual daily benefits insurance at their own expense within 90 days after the Termination Date.
Restrictions of the right of transfer according to the general insurance conditions of the corresponding insurance remain reserved. The
application form for the transfer to the individual daily benefits insurance can be found in Annex 4.


 


		16	Reflection
                                            Period



 


The
Employee confirms that he has been granted by the Employer a sufficiently long reflection period and the opportunity to obtain independent
legal advice before signing this Termination Agreement.


 






    9 


     


    

 


		17	Full
                                            Settlement Clause



 


Each
Party confirms that, upon performance of the other Party’s obligations under this Termination Agreement, it shall have no claim
whatsoever against the other Party (and as regard to the Employer: against its affiliates or any group companies or any of its employees,
directors, agents or officers), always provided that the Ongoing Contractual Relationships remain unaffected by this general waiver,
and that all rights and claims arising out of or in connection with the employment relationship and/or the termination thereof are fully
and finally settled, whether or not they were aware of such claims at the time of signing this Termination Agreement. The obligations
according to sections 7 (Loyalty and Secrecy Obligation), 9 (Non-Competition and Non-Solicitation), 12 (Communication), 13 (Non-Derogatory
Statements) and 14 (Confidentiality) remain reserved.


 


		18	Salvatory
                                            Clause



 


If
any provision of this Termination Agreement is held to be invalid or unenforceable for any reason it shall be adjusted rather than voided,
if possible, in order to achieve the intent of the Parties to the fullest extent possible. In any event, all other provisions of this
Termination Agreement shall be deemed and remain valid and enforceable to the fullest extent possible, unless such invalidity or unenforceability
significantly restricts or changes the Parties’ rights and obligations under this Termination Agreement.


 


		19	Final
                                            Provisions



 


There
are no verbal collateral agreements to this Termination Agreement.


 


Changes
or additions to this Termination Agreement must be made in writing. This shall also apply to the amendment or supplement to this written
form clause.


 


This
Termination Agreement shall be exclusively governed by and construed in accordance with the substantive laws of Switzerland without regard
to conflict of law principles (namely the Swiss Federal Act on Private International Law).


 


Any
dispute, controversy or claim arising out of or in relation to this Termination Agreement shall be exclusively submitted to and determined
by the ordinary courts at the domicile of the defendant or where the Employee normally had to perform his duties.


 


This
Termination Agreement is executed in as many original counterparts as there are Parties to it. Each Party shall receive one original
counterpart.


 


Annexes


 


		-	Annex
                                            1 - Assignment Declaration



 


		-	Annex
                                            2 - Interims Work Certificate



 


		-	Annex
                                            3 – Data Sheet Vaudoise



 


		-	Annex
                                            4 – Application Form Group Mutuel



 


[Signatures
on the following page.]


 




    10 


     


    

  


 


	Employer	 	 
	 	 	 
	/s/ Simon
    John Sturge	 	Spike Nasmyth
    Loy
	Simon John Sturge	 	Spike Nasmyth Loy
	Chairman	 	Member of the Board



 


	Employee
	 	 	 
	/s/ Jonkheer
    Arnout Michiel Ploos van Amstel	 
	Jonkheer Arnout Michiel Ploos van Amstel


 


 


11