EX-10.34



 EXHIBIT 10.34 

GENERAL RELEASE AGREEMENT 

This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of December 17, 2014, is entered into by and
among Pieris Pharmaceuticals, Inc., a Nevada corporation (“Seller”), Marika Enterprises Inc., a Nevada corporation and a wholly owned subsidiary of Seller (“Split-Off Subsidiary”) and Aleksandrs Sviks
(“Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows: 
 1. Split-Off Agreement. This
Agreement is executed and delivered by Split-Off Subsidiary pursuant to the requirements of Section 8.3 of that certain Split-Off Agreement (the “Split-Off Agreement”) by and among Seller, Split-Off Subsidiary and Buyer
as a condition precedent to the closing (the “Closing”) of Split-Off Agreement. 
 2. Release and
Waiver by Split-Off Subsidiary. For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Split-Off Subsidiary, on behalf of itself
and its assigns, representatives and agents, if any, hereby covenants not to sue and fully, finally and forever completely releases Seller and Pieris AG, a German Stock Corporation (“PrivateCo”), along with their respective
present, future and former officers, directors, stockholders, members, employees, agents, attorneys and representatives (collectively, the “Seller Released Parties”), of and from any and all claims, actions, obligations,
liabilities, demands and/or causes of action, of whatever kind or character, whether now known or unknown, which Split-Off Subsidiary has or might claim to have against the Seller Released Parties for any and all injuries, harm, damages (actual and
punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by Split-Off Subsidiary arising from, relating to, or in any way connected with, any fact, event, transaction, action
or omission that occurred or failed to occur on or prior to date of the Closing.  
 3. Release and Waiver by Buyer.
For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Buyer, on behalf of itself and its assigns, representatives and agents, if any,
hereby covenants not to sue and fully, finally and forever completely releases the Seller Released Parties of and from any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether now
known or unknown, which Buyer has or might claim to have against the Seller Released Parties for any and all injuries, harm, damages (actual and punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any,
whenever incurred or suffered by Buyer arising from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur on or prior to the date of the Closing. 

4. Additional Covenants and Agreements. 

(a) Each of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that
this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding. 
 (b) Each of the parties
hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off
Agreement. 

  
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 5. Modification. This Agreement cannot be modified orally and can only be modified
through a written document signed by all parties and PrivateCo.  
 6. Severability. If any provision contained in this
Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal or unenforceable had not
been contained herein. 
 7. Expenses. The parties hereto agree that each party shall pay its respective costs,
including attorneys’ fees, if any, associated with this Agreement.  
 8. Further Acts and Assurances. Each of Split-Off
Subsidiary and Buyer agrees that it will act in a manner supporting compliance, including compliance by its Affiliates, with all of its obligations under this Agreement and, from time to time, shall, at the request of Seller or PrivateCo, and
without further consideration, cause the execution and delivery of such other instruments of release or waiver and take such other action or execute such other documents as such party may reasonably request in order to confirm or effect the
releases, waivers and covenants contained herein, and, in the case of any claims, actions, obligations, liabilities, demands and/or causes of action that cannot be effectively released or waived without the consent or approval of other persons or
entities that is unobtainable, to use its best reasonable efforts to ensure that the Seller Released Parties receive the benefits thereof to the maximum extent permissible in accordance with applicable law or other applicable restrictions, and shall
perform such other acts which may be reasonably necessary to effectuate the purposes of this Agreement. For purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, another specified person or entity. 
 9. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts or choice of laws thereof. 

10. Third-Party Beneficiary. Each of Seller, Buyer and Split-Off Subsidiary acknowledges and agrees that this Agreement is
entered into for the express benefit of PrivateCo, and that PrivateCo is relying hereon and on the consummation of the transactions contemplated by this Agreement in entering into and performing its obligations under the Acquisition Agreement and
the Split-Off Agreement, and that PrivateCo shall be in all respects entitled to the benefit hereof and to enforce this Agreement as a result of any breach hereof.  

11. Specific Performance; Remedies. Each of Seller, Buyer and Split-Off Subsidiary acknowledges and agrees that PrivateCo
would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each of Seller, Buyer and Split-Off Subsidiary agrees that PrivateCo will be entitled to
seek an injunction or injunctions to prevent breaches of the 

  
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provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having
jurisdiction over the parties and the matter, subject to Section 9, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by
this Agreement are cumulative and are in addition to any other rights, obligations or remedies otherwise available at law or in equity, and nothing herein will be considered an election of remedies. 

12. Entire Agreement. This Agreement constitutes the entire understanding and agreement of Seller, Split-Off Subsidiary and
Buyer and supersedes prior understandings and agreements, if any, among or between Seller, Split-Off Subsidiary and Buyer with respect to the subject matter of this Agreement, other than as specifically referenced herein. This Agreement does not,
however, operate to supersede or extinguish any confidentiality, non-solicitation, non-disclosure or non-competition obligations owed by Split-Off Subsidiary to Seller under any prior agreement. 

13. Definitions. Capitalized terms used herein without definition have the meanings ascribed to them in the Acquisition Agreement. 

[Signature page follows] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this General Release Agreement as of the day and year
first above written. 
  

			
	SELLER
	
	PIERIS PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Aleksandrs Sviks

	Name:	 	Aleksandrs Sviks
	Title:	 	President
	
	SPLIT-OFF SUBSIDIARY
	
	MARIKA ENTERPRISES INC.
		
	By:	 	 /s/ Aleksandrs Sviks

	Name:	 	Aleksandrs Sviks
	Title:	 	President
	
	BUYER
	
	 /s/ Aleksandrs Sviks

	Aleksandrs Sviks



  
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