Exhibit 10.13


 


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.


 


ASSIGNMENT


 


This ASSIGNMENT AGREEMENT (the “Assignment”)
is entered into as of 1 July 2021, (“Assignment Effective Date”) by and among Merck Healthcare KGaA, Frankfurter StraBe
250, 64293 Darmstadt, Germany (“Merck”), Richter-Helm BioLogics GmbH & Co. KG, [***] (“Richter Helm”),
and MoonLake Immunotherapeutics AG, c/o KD Zug-Treuhand AG, Untermuli 7, 6302 Zug, Switzerland (CHE-433.093.536) (“MoonLake”).


 


WITNESSETH:


 


WHEREAS,
Merck and the Richter Helm entered into a contract manufacturing agreement dated 15 October 2018, as amended by Amendment No. 1 effective
6 December 2019, by Amendment No. 2 effective 20 November 2020, Amendment No. 3 effective I January 2021 and Amendment No. 4 effective
30 June 2021 (together the “CMO Agreement”), with respect to the manufacture of Merck’s proprietary ILl7 nanobody named
sonelokimab (also known as M1095);


 


WHEREAS,
MoonLake and Merck informed Richter Helm that they have entered into a certain License Agreement on 29 April 2021 (the “License
Agreement”), pursuant to which Merck agreed to transfer and license, among other things, certain assets and rights related to
its Ml095 compound; and


 


WHEREAS,
in connection with the License Agreement, and subject to the terms and conditions of this Assignment, Merck desires to assign to MoonLake,
and MoonLake desires to accept and assume, all of Merck’s rights, obligations, title and interest in and to the CMO Agreement.


 


NOW, THEREFORE,
in consideration of the promises and mutual agreements set forth in this Assignment, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1. Effective
as of the Assignment Effective Date, (i) Merck hereby assigns to MoonLake, and MoonLake hereby accepts and assumes from Merck all of Merck’s
rights, obligations, title and interest in and to the CMO Agreement and all purchase orders placed by Merck under the CMO Agreement (“Purchase
Orders”), and MoonLake and Richter Helm undertake to observe, perform under, and to be bound by the terms of, the CMO Agreement
and the Purchase Orders.


 


2. Effective
as of the Assignment Effective Date, Richter Helm hereby releases and discharges Merck from all obligations and liabilities of Merck under
the CMO Agreement (provided that Merck shall remain responsible for any obligations under the CMO Agreement that survive such agreement
and have occurred or been triggered prior to the Assignment Effective Date), and accepts the performance thereof by MoonLake in place
of performance by Merck.


 


3. The
CMO Agreement shall remain in full force and effect, subject to the terms set forth in this Assignment and the Amendment No. 5, which
is currently being negotiated by Richter Helm and MoonLake.


 


4. Representations
and Warranties. Merck hereby represents and warrants to MoonLake the following: (i) the CMO Agreement is currently in force, valid and
enforceable; and (ii) to its knowledge, Merck and Richter Helm each fulfilled and performed their obligations under the CMO Agreement
and neither Merck nor Richter Helm are in a material breach of the CMO Agreement.


 






     


     


    

 


5. Each
Party will keep confidential and will not disclose to any third party (other than its advisors who are under a duty of confidence) the
terms of this Agreement. For the avoidance of doubt, Merck undertakes to continue to be bound by the obligations of confidentiality contained
in the CMO Agreement, unless Richter Helm and MoonLake agree otherwise in writing. As of the Assignment Effective Date, confidential information
disclosed by Merck to Richter Helm under the CMO Agreement shall be deemed to have been disclosed by MoonLake to Richter Helm.


 


6. Richter
Helm and MoonLake are currently negotiating the Amendment No. 5 to the CMO Agreement and will, in addition, negotiate in good faith a
Quality Agreement (as defined in the CMO Agreement) within ninety (90) days of the Assignment Effective Date (but in no event later than
ninety (90) days prior to the anticipated start of the first GMP manufacturing campaign) which shall essentially correspond to the existing
Quality Agreement between Merck and Richter Helm.


 


7. Each
party hereto covenants and agrees to execute and deliver such other documents, certificates, agreements and other writings and to take
such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated
by this Assignment.


 


8. This
Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors.


 


9. For
the convenience of the parties hereto this Assignment may be executed in three or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same agreement. A facsimile or a portable document format (PDF) copy
of this Agreement, including the signature pages with signatures (in form of handwritten, non-certified electronic or certified electronic
signatures), will be deemed an original.


 


10. An
amendment of any of the provisions of this Assignment is only valid if it is in writing and signed by each Party or authorized representatives.
Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision.


 


11. This
Assignment shall be governed by and interpreted in accordance with the laws of Germany, excluding application of any conflict of laws
principles that would require application of the Law of a jurisdiction outside of Germany and further excluding the UN Convention on Contracts
for the International Sale of Goods (CISG).


 


12. All
disputes arising out of or in connection with this Assignment or its validity shall be submitted to the International Court of Arbitration
and shall be finally settled in accordance with the Arbitration Rules of the International Chamber of Commerce. The place of arbitration
shall be Geneva, Switzerland. The number of arbitrators shall be three (3). The language of the arbitral proceedings shall be English.


 


13. Should
one or several provisions of this Assignment be or become invalid, then the Parties hereto shall substitute valid provisions for such
invalid ones. The substituted provision(s) shall in their economic effect come so close to the invalid provision(s) that it can be reasonably
assumed that the Parties would have contracted on the basis of the new provision(s). If such provision(s) cannot be found, the invalidity
of one or several provisions of this Assignment shall not affect the validity of the Assignment as a whole, unless the invalid provision(s)
is of such essential importance for this Assignment that it is reasonably assumed that the Parties would not have entered this Assignment
without the invalid provision(s).


 


14. The
validity of this Assignment is subject to the execution of the Amendment No. 5 to the CMO Agreement which is currently being negotiated
by Richter Helm and MoonLake. For the avoidance of doubt, the assignment of the CMO Agreement to MoonLake shall only become effective
if and when the Amendment No. 5 has been executed.


 


[SIGNATURE PAGE FOLLOWS]


 






    2


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first set forth above.


 


	 	Merck Healthcare KGaA
	 	 
	 	By: 	[***]
	 	 	Name: 	[***]
	 	 	Title: 	[***]
	 	 	 	 
	 	Merck Healthcare KGaA
	 	 	 	 
	 	By:	[***]
	 	 	Name: 	[***]
	 	 	Title: 	[***]
	 	 	 	 
	 	Richter-Helm BioLogics GmbH & Co. KG
	 	 	 	 
	 	By: 	[***]
	 	 	Name:	[***]
	 	 	Title: 	[***]
	 	 	 	 
	 	Richter-Helm BioLogics GmbH & Co. KG
	 	 	 	 
	 	By: 	[***]
	 	 	Name:	 [***]
	 	 	Title:	 [***]
	 	 	 	 
	 	MoonLake Immunotherapeutics AG
	 	 	 	 
	 	By:	/s/ A. Ploos van Amstel
	 	 	Name:	A. Ploos van Amstel
	 	 	Title:	Chief Operating Officer