Exhibit 10.22


 


Advisory Service Contract 


  


Signed on: April 1, 2018


  


The two parties hereto: 


 


[Company receiving the service: Beijing Ludaopei Blood
Disease Research Institute Co., Ltd.], a company incorporated under the laws of China, domicile: A1001, Building 2, 22 Tongji South
Road, Beijing Economic-Technological Development Area, Beijing City (hereinafter referred to as Party A)


 


[Service provider: Avalon (Shanghai) Medical Technology
Co., Ltd.], a company incorporated under the laws of China, domicile: 90 Lvke Road, Pudong New Area, Shanghai City (hereinafter
referred to as Party B)


 


The foregoing two parties have agreed as follows:


 


I. Services


 


At the request of Party A, Party B agrees to, within the validity
term hereof, provide Party A with the following services according to the terms and conditions hereof in an advisory capacity:


 


1.           
Professional scientific research consulting service: Party B shall provide Party A with scientific research consulting
service specially based on Party A’s clinical research fields and scientific research needs;


 


2.           
International resources integration: To meet the needs of the scientific research topics, Party B shall, at the request
of Party A, integrate the experts, medical institutions and other resources in the relevant fields in the US to help Party A make
progress in its scientific researches;


 


3.           
Education and training: Party B shall, based on the needs of Party A, assign professional technical personnel or
experts in relevant fields to provide Party A with lectures or training on experiment skills, etc. concerning relevant topics;


 






     


     


    

 


4.           
Improvement of the academic status: Party B shall assist Party A in enhancing its awareness in the international
academic circle. Within the Contract period, Party B shall, regarding the scientific research projects agreed upon by the two
parties, assist Party A in publishing 2 academic articles with Impact Factor of not lower than 10 which are authored or co-authored
with others by Party A. After signing this Contract, both parties shall discuss the specific scientific research topics and then
reach decisions as an appendix hereto and a component hereto.


 


II. Fee


 


1.           
Advisory service fee


 


Within the validity term hereof, Party A shall pay Party B an
advisory service fee of (USD) Three Hundred Thousand (in figures: $300,000.00) for the services stipulated in Article 1 herein.


 


The payment terms are as follows:


 


1)            Within 60 days after
the execution hereof (June 30, 2018), Party A shall remit (USD) One Hundred and Fifty Thousand (in figures: $150,000.00) to the
account designated by Party B. Prior to September 30, 2018, Party A shall pay (USD) One Hundred and Fifty Thousand (in figures:
$150,000.00).


 


2)            If Party A pays
RMB funds, Party A shall pay the RMB equivalent of the USD amount, which shall be determined based on the foreign exchange rate
published by the Bank of China on the date of payment.


  


2.            Work expenses:


 


The following work expenses incurred by Party B when it handles
the matters entrusted by Party A shall be borne by Party A:


 


1)            Third-party expenses
incurred for inviting experts or employing third-party scientific research institutions at the request of Party A;


 


2)            Travel expenses
incurred for Party B’s personnel working outside Beijing at the request of Party A;


 


3)            Scientific experiment
expenses approved by Party A, and expenses incurred for experiments arranged by Party A’s scientific researchers;


 


4)            Third-party expenses
incurred for refining scientific research articles; and


 


5)            Fees paid to third-party
professional service providers for patent application, etc., including, without limitation, attorney’s fee, evaluation fee and
patent application fee.


 






     


     


    

 


After incurred, the expenses this article involves will be paid
by Party A according to the payment applications submitted by Party B.


 


Party A shall reimburse Party B for the said work expenses as
follows: Party B shall pay the expenses first, and then shall be fully reimbursed for those expenses. Party B shall reasonably
use the work expenses according to the principle of frugalness.


 


III. Agreement Term


 


1.            This Agreement shall
be valid from April 1, 2018 until December 31, 2018;


 


2.            Within the 30 days
prior to expiration hereof, the two parties shall, in light of the project progress, decide on whether to renew this Agreement
or not. If they need to renew it, they shall, within 30 days after the expiration hereof, sign a renewal contract, after which
Party B shall continue to provide Party A with services, until the projects are completed.


 


IV. Obligations and Warranties of Party B


 


1.            The personnel assigned
by Party B to perform the services shall all possess full skills, have been fully trained and have relevant experiences, and are
able to perform the services hereunder competently and professionally;


 


2.            The personnel assigned
by Party B shall, within the period promised, timely perform services and notify Party A of the work progress. Party B is not liable
for delays caused through no fault on the part of Party B, or negligence which cannot be reasonably predicted or prevented;


 


3.            Party B shall separately
keep files on the services which this Agreement involves, maintain complete work records and properly keep them.


 


V. Obligations and Warranties of Party A


 


1.           
Party A shall express explicit and reasonable requirements for Party B’s performance hereof, fully, objectively and timely
provide Party B with various information, documents and materials related to the performance hereof, and bear the legal consequences
of violations of this article.


 






     


     


    

 


2.            Party A shall, for
the projects hereunder, dedicate a person in charge to maintain liaison with Party B and organize relevant internal departments
of Party A to promote the project progress; Party A shall have the responsibility to make independent judgment and decisions on
the opinions, suggestions and solutions provided by Party B; if its judgment or decision is mistaken and results in any loss, Party
A shall be liable therefor;


 


3.            Party A shall provide
a team and experiment site(s) for its scientific research topics, and bear the direct costs, such as costs of experiment reagents
needed for the research topics and third-party costs;


 


4.            Party A shall, according
to the time stipulated in Article 2 (1) herein, timely and fully pay the advisory fee and relevant expenses.


 


VI. Confidentiality


 


1.            All information
related to Party A’s own clients and consumers shall be deemed confidential. Party B shall hold such confidential information in
strict confidence, and will not copy, duplicate, transfer, grant a license in respect of, promote the sale of, move or otherwise
deal with such confidential information, or give or disclose the same to any third party, or such the same for any purpose other
than provision of services for Party A.


 


2.            Any non-public corporate
proprietary or confidential information obtained by Party A and its employees during performance hereof, disclosed within the term
hereof or after expiration hereof and marked as confidential in written form (hereinafter referred to as the “Corporate Confidential
Information”) shall be deemed confidential and proprietary information. Party A agrees to hold Party B’s confidential information
in strict confidence, and will not copy, duplicate, transfer, grant a license in respect of, promote the sale of, move or otherwise
deal with such information, or give or disclose the same to any third party, or, when using the Corporate Confidential Information,
Party A is obligated to keep such information confidential and protect such information in the same way as how it protects its
own confidential information;


 






     


     


    

 


3.            The information
described in the following clause is not confidential information or Corporate Confidential Information described in Clause 1 and
Clause 2 above:


 


1)            Information which
is disclosed for a reason other than either party’s breach hereof and then enters the public domain;


 


2)            Information which
has been known to either party before disclosed to such party, if such fact can be proved;


 


3)            Information independently
developed by either party beyond the scope hereof and without referring to the confidential information of the other party; and


 


4)            Information which
either party legally obtains from a third party without breaching this Agreement.


 


4.            If either party
breaches the duty of confidentiality under Article 6 herein, the non-breaching party shall have the right to require the breaching
party to forthwith stop the infringement and compensate for any losses. Losses include but are not limited to the losses, attorney’s
fee, litigation costs and other relevant expenses incurred as a result of the breach.


 


VII. Personnel and Non-solicitation


 


Within the validity term hereof and within twenty-four months
after termination hereof, Party A shall not, without prior written consent of Party B, whether directly or indirectly, for its
own or another party’s benefits or to provide any service for any party, solicit or seek to solicit, transfer or employ any person
employed by Party B currently or within the past twelve months.


 


VIII. Rescission of This Agreement


 


1.            This Agreement may
be amended or rescinded by mutual consent.


 


2.            In any of the following
situations, Party A shall have the right to rescind this Agreement:


 


1)            Party A sustains
any loss due to any delay in completing work, dereliction of duty or mistake on the part of any person assigned by Party B to perform
this Agreement;


 


2)            Party B violates
any obligation specified Article 4 herein.


 


3.            In any of the following
situations, Party B shall have the right to rescind this Agreement:


 


1)            Party A still fails to pay Party B the service fee when
the payment is 60 days overdue;


 






     


     


    

 


2)            Party A intentionally
conceals any important fact and as a result Party B cannot provide services effectively.


 


IX. Liability for Breach of Contract


 


1.            Where Party A fails
to fully pay the service fee according to the time and amount stipulated herein, for each day of delay, Party A shall pay Party
B liquidated damages in the amount equal to 3‰ of the amount payable. Party B’s acceptance
of a payment of any portion of the fee stated above shall not be construed as its waiver of the right to collect any balance and
liquidated damages;


 


2.            If without due cause
Party A still fails to pay Party B the service fee when the payment is 60 days overdue, Party B shall have the right to unilaterally
rescind this nAgreement and require Party A to pay the entire service fee hereunder, the work expenses for which Party B has not
been reimbursed and over liquidated damages;


 


3.            Where Party A terminates
this Agreement without cause, Party B shall have the right to require Party A to full pay the unpaid service fee hereunder, the
work expenses for which Party B has not been reimbursed and over liquidated damages;


 


4.            Party A shall not
require Party B to refund the fee by the following improper grounds:


 


1)            Party A unilaterally
employs another company to provide the same services for itself;


 


2)            After the two parties
sign this Agreement, Party A requires a fee refund on the ground that the amount of the fee charged by Party B is too high;


 


3)            After the two parties
sign this Agreement, Party A requires a fee refund on the ground that there are only a few services which need to be provided for
itself;


 


4)            Party A terminates
this Contract without cause for a reason other than a breach of the obligations stipulated herein on the part of Party B or Party
B’s employees.


 


5)            If Party A delays
in paying the service fee on any of the foregoing ground, Party B shall have the right to require Party A to full pay the service
fee unpaid within the validity term hereof, the work expenses for which Party B has not been reimbursed and over liquidated damages;


 






     


     


    

 


X. Compensation


 


The amount of compensation for any harm caused by Party B to
Party A shall be capped at the amount of the advisory service fee stipulated herein.


 


XI. Notices


 


The notices or correspondences which either party is required
to send hereunder shall be in written form and be delivered through a confirmed fax number or email address or mailed by EMS. The
mailing addresses shall be the two parties’ statutory registered addresses.


 


XII. Dispute Settlement


 


Any dispute between the two parties shall be settled through
negotiations. If negotiations fail, either party shall have the right to apply for arbitration toward China International Economic
and Trade Arbitration Commission.


 


XIII. General Provisions


 


1.            In the event that
any clause of this Agreement is held invalid or unenforceable, other clauses herein shall still be legally binding and enforceable.


 


2.            During the two parties’
performance hereof, one party’s failure to insist on performance of any clause contained herein shall never constitute a waiver
of the rights specified herein.


 


XIV. Effectiveness


 


This Agreement is made in quadruplicate, with each party holding
two copies, and shall come into effect upon being stamped by company seal.


 


(The remainder of this page is intentionally left blank.)


 






     


     


    

 


(Signatures and seals of the two parties)


 


Party A: Beijing Ludaopei Blood Disease Research Institute Co.,
Ltd.


 


Party B: Avalon (Shanghai) Medical Technology Co., Ltd.


 






     


     


    

 


Appendix: Scientific Research Projects (to be confirmed)


 


Topic 1:


 


Analysis of the relevance among diagnosis of gDNA of exosomes
in the early phase of diffuse large B-cell lymphoma, drug resistance and prognosis


 


A.           Extraction, separation
and identification of serum exosomes and cfDNA for lymphoma patients;


 


B.           Extraction and sequencing
of exosome gDNA and cfDNA


 


C.           Analysis of the
relevance among gene mutation, clinical diagnosis, drug resistance and prognosis


 


D.           Comparative analysis
of the advantages of exosome DNA and cfDNA in lymphoma diagnosis


 


Topic 2:


 


Research on reversal of drug-resistant large B-cell lymphoma
by transporting small pieces of RNA with exosome


 


A.           Measurement of micRNA
of exosome in cell culture fluid after pharmacological intervention of four cell strains, namely P3HR, EVB, BJAB and AKATA-EBV;


 


B.           Screening of miRNA
or circRNA regulating the drug resistance mechanism;


 


C.           Analysis of the
relevance between detection of target miRNAs and circRNAs of serum exosomes of clinical cases


 


D.           Creation of a lymphoma
cell and animal model; research on the RNA inhibitor for target miRNA carried by an exosome or RNA mimics sequence, and reversal
of the drug resistance mechanism of lymphoma.