Exhibit 10.15


 


CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 


Patent Assignment Agreement


 


This Patent Assignment
Agreement (this “Agreement”), effective as of October 25, 2019, is signed by and between Sagimet Biosciences Inc. (formerly
known as 3-V Biosciences, Inc.), a corporation organized under the laws of Delaware, having a principal place of business at 155 Bovet
Road Suite 303, San Mateo, CA 94402 (hereinafter referred as “Assignor” or “Sagimet”); and Gannex
Pharma Co., Ltd. ( 甘莱制药有限公司),
an affiliate of Ascletis BioScience Co., Ltd. (both wholly-owned subsidiaries of Ascletis Pharma Inc.) and a corporation under the laws
of China having a registered office at No. 665 Zhangjiang Road, 3rd Floor, Shanghai Pilot Free Trade
Zone, Shanghai, China (hereinafter referred to as "Assignee").


 


WHEREAS, Assignors
own all right, title and interest in and to the patent listed in Schedule A hereto (hereinafter referred to as the “Assigned Patent”).


 


WHEREAS, Assignor
and Assignee’s affiliate Ascletis BioScience Co. Ltd. are parties to that certain Exclusive License and Development Agreement, dated
January 18, 2019 (the “License Agreement”), pursuant to which Assignor would grant to Assignee certain exclusive license
under Sagimet IP, including the Assigned Patent, in the Territory;


 


WHEREAS, in order
to facilitate Assignee’s activities under the License Agreement, Assignee desires to acquire Assigned Patent from Assignor, and
Assignor is willing to assign the Assigned Patent to Assignee in accordance with this Agreement.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:


 


1. 
Capitalized terms used but not defined herein shall have the meanings set forth in the License Agreement. “Assigned Patents”
shall mean the patents and patent applications listed on Schedule A, together with all continuations and divisionals of such applications
and the patents issuing therefrom, and reexaminations, reissues and foreign counterparts of the patents listed on Appendix A and/or issued
as described above.


 


2. 
Subject to the terms and conditions of this Agreement, Assignors hereby sell, assign and transfer to Assignee, its successors and
assigns, Assignors' and its Affiliates’ entire right, title and interest in and to the Assigned Patent in the Territory. Assignee
agrees that the Assigned Patents shall remain included in the definition of Sagimet Patents for the purpose of the License Agreement,
notwithstanding the assignment of the Assigned Patents to Assignee. Without limiting the foregoing:





 


(a) 
the assignment of the Assigned Patents shall not change any economic terms of the License Agreement, including without limitation
the Royalty Term;


 






     


     


    

 


(b) 
 Assignee shall not use or practice the Assigned Patents for any purpose other than to Develop, Manufacture, Commercialize
and otherwise Exploit the Compounds and the Products in the Field in the Territory as permitted under the license granted to Assignee
as of the effective date of the License Agreement;


 


(c) 
Assignor retains the right to use and practice the Assigned Patents for the purposes set forth in Sections 2.1(a) and (b) of the
License Agreement;


 


(d) 
Except as set forth in Section 2.3(a) of the License Agreement, Assignee shall not grant any licenses under the Assigned Patents
to Third Parties without prior written consent of Sagimet, such consent not to be unreasonably withheld. For the avoidance of doubt, Assignee
may grant licenses to its Affiliates without the consent of Sagimet. Each license granted by Assignee under the Assigned Patents shall
be deemed a sublicense granted under the License Agreement, and Assignee shall comply the requirements of Sections 2.3(b)(i), (ii), (iii)
and (iv) of the License Agreement for any license granted under the Assigned Patents; and


 


(e)  Assignor
shall retain the first right to prosecute and maintain, and the backup right to enforce, the Assigned Patents in accordance with
Sections 8.3 and 8.5 of the License Agreement during the Term of the License Agreement, even though Assignor no longer owns the
Assigned Patents.


 


Assignor shall perform
such further action (including by executing any and all necessary documents or revising this Agreement) for Assignee to record such transfer
with the patent offices in the Territory.


 


3.  During
the remaining Term of the License Agreement, Assignee shall maintain its ownership of the Assigned Patents free and clear of all
liens and encumbrances of any kind and shall not sell, assign or transfer the Assigned Patents to any other person or entity.


 


4.
  Upon any early termination of the License Agreement for any reason other than in the event that Assignor maintains its license in
accordance with Section 12.5(b) of the License Agreement, in addition to complying with Section 12.5(d) of the License Agreement,
Assignee shall (and hereby does, but effective only upon such early termination of the License Agreement) sell, assign and transfer
back to Assignor, its successors and assigns, Assignee’s and its Affiliates’ entire right, title and interest in and to
the Assigned Patent, and Assignee shall perform such further action (including by executing any and all necessary documents) for
Assignor to record such transfer with the patent office.


 


5. 
The validity, performance, construction, and effect of this Agreement shall be governed by and construed under the substantive
laws of Hong Kong, without giving effect to its conflicts of law provisions. This Agreement may be executed in counterparts, all of which
taken together shall be regarded as one and the same instrument.


 






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IN WITNESS WHEREOF, each party has caused its
authorized representative to execute this Agreement.


 


	Sagimet Biosciences Inc.	 	Gannex Pharma, Co.,Ltd.
	 	 	 
	By:  	 /s/ George Kemble  	 	By:	 /s/ Jinzi J. Wu
	Name: George Kemble  	 	Name: Jinzi J. Wu
	Title: CEO  	 	Title:  President and CEO 
	Date: 10/28/2019	 	Date: 10/30/2019




 






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Schedule A / Patent list


 


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