Consultancy Agreement Between ImVisioN GmbH, located at Feodor-Lynen-Str. 5, 30625 Hannover,

EXHIBIT 10.18

Consultancy Agreement

Between

ImVisioN GmbH,
located at Xxxxxx-Xxxxx-Xxx. 0, 00000 Xxxxxxxx,

- hereinafter referred as "ImVisioN"-,

and

SK Research AG, Medical Development and Consulting, Xxxxxxxxxxxx 00, 0000 Xxxxxx,

- hereinafter referred as ”SK” -.

Represented by PD Xx. Xxxxxx Xxxxxx

- hereinafter referred to as “Consultant” -

WHEREAS, ImVisioN is a biotechnology company focused on the development of immuno-therapeutics based on its proprietary MAT (Modulary-Antigen-Transporter Molecules) technology platform to treat allergic diseases.

WHEREAS, Consultant is an employee of the Universitätsspital Zürich and has professional experience in immunology, allergology, as well as in preclinical and clinical evaluation of specific allergen immunotherapy.

WHEREAS, ImVisioN desires to engage the services of Consultant as an independent Consultant to assist ImVisioN, and Consultant desires to be so engaged.

NOW, THEREFORE in consideration of the above facts and the mutual promises set forth in this Agreement, the parties agree as follows:

1.	Appointment
	ImVisioN hereby appoints Consultant to act as a SK-employed, independent business Consultant to assist ImVisioN with the development of immuno- therapeutics based on its proprietary MAT technology platform to treat allergic diseases in accordance with the terms of this Agreement. Consultant hereby accepts such appointment.
2.	Scope of Services
2.1	Consultant shall assist ImVisioN by providing support with regard to preclinical and clinical evaluation of its MAT-based product candidates. Consultant agrees to render the services under the terms and conditions set forth in this Agreement.
	Consultant agrees to complete the services under this Agreement in a satisfactory manner.
2.2	The advice of Consultant shall be supplied orally to the Management of ImVisioN and upon request of ImVisioN, the Consultant will submit written reports on specific issues.
2.3	Consultant shall have no power of attorney for ImVisioN. In particular, he shall not be entitled to or undertake any encashments for ImVisioN. Consultant shall not and under no circumstance act on behalf of ImVisioN. Consultant shall clearly communicate to any third party contacted in his function as Consultant to ImVisioN his legal status in relation to ImVisioN.
2.4	Consultant shall provide consulting services of up to 6 (six) days per months to the Company. Any additional consulting services shall be mutually agreed by the parties.

3.	Information duties
3.1	Consultant shall regularly keep ImVisioN informed as to the progress and status of Consultant’s activities under this Agreement.
3.2	ImVisioN shall provide Consultant with all relevant information and documents required for the performance of Consultant’s services.
4.	Fees
4.1	As a payment for the services under this Agreement, Consultant shall be entitled to a monthly consulting fee of € 6.000 (plus VAT, if applicable). This monthly consulting fee shall compensate the Consultant for consulting services of up to 6 days per calendar month. In case the services requested by ImVisioN and provided by Consultant exceed 6 (six) days for a certain calendar month over a period of 6 (six) consecutive months, the Consultant shall receive an extra consulting fee of € 1.000 (plus VAT, if applicable) per consulting day for every consulting day exceeding 6 (six) days per month. In such case, Consultant shall submit to ImVisioN an invoice for such extra consulting services. Except as set forth in this Agreement, Consultant shall not be entitled to any other compensation or benefits for his services to ImVisioN.
4.2	Reasonable travel costs, costs for accommodation, meal costs and other expenses which the Consultant incurs in performing his consultancy services under this Agreement shall be reimbursed by ImVisioN after submission of an expense report with corresponding bills at the end of each calendar month.
4.3	Any and all tax liabilities, social security charges or levies of a similar nature arising out of or in connection with the Consultant’s services to ImVisioN hereunder shall be borne exclusively by the Consultant.
4.4	Payments shall be made to the bank account designated by SK and notified to ImVisioN (Xxxxxxx Kantonalbank, Konto Nr. 1100-0487.771).
5.	Present Employment:
	ImVisioN acknowledges and agrees that Consultant is currently employed by and/or is member of the faculty of a university or a non-profit research institution (“Employer”). Notwithstanding anything in this Agreement to the contrary, during the period of this Agreement, Consultant being member of the faculty of a university and/or non-profit research institution shall not be deemed a breach of SK’s obligations under this Agreement.

6.	Conflict with Employment:
	ImVisioN recognizes and agrees that SK’s obligations and performance of its duties under this Agreement are limited by the fact that, in connection with Consultant’s employment by Employer, Consultant’s primary responsibilities are to the Employer and that Consultant is subject to the Employer's policies, including policies concerning consulting, conflicts of interest and intellectual property. SK warrants that Consultant is permitted to be employed by SK for purposes of SK’s performance under this Agreement, and that this is not inconsistent with Consultant’s present employment by Employer or other contractual agreements.
7.	Exclusivity for the Project
	SK agrees that during the period in which SK provides Consultant’s services to ImVisioN, Consultant will not, without ImVisioN’s express written consent, engage in any employment or activity (whether as an employee, Consultant, adviser or otherwise) for a project that is both commercially directly competitive with and scientifically similar to ImVisioN’s projects for the development of immunotherapies for allergies based on the MAT technology (“EXCLUSIVITY”). ImVisioN recognizes and agrees that Consultant may currently have certain agreements to perform consulting services for others that are directly competitive with and scientifically similar to ImVisioN’s project. SK warrants that Consultant has discussed with ImVisioN all agreements relating to such projects of third parties prior to signing this Agreement, as listed in Appendix A.
9.	Notification of Potential Conflict:
	If during the period of this Agreement, Consultant wishes to enter into any additional agreement or activity which might conflict with the EXCLUSIVITY, SK will submit an outline of the potentially conflicting project to ImVisioN with a request to agree that SK provide services to the conflicting project. ImVisioN will advise SK whether ImVisioN agrees that SK provide services for the potentially conflicting project, which agreement shall not be unreasonably withheld.
10.	Conflict of Interest:
	If SK or Consultant have a conflict of interest, or a potential conflict of interest, with respect to any matter presented at a meeting of ImVisioN or in other interactions with ImVisioN, SK or Consultant will state such, and excuse from the discussion of such matter.

11.	Confidential Information
11.1	In consideration of, and reliance upon, the covenants of Consultant and ImVisioN herein contained, the parties have or will disclose to each other certain information (hereinafter referred to as "Confidential Information"), including, without limitation, information concerning future or proposed products, financial performance and projections, customers, employees, contracts, strategic relationships, marketing plans and business plans and other information. All documents, disclosures and written or oral statements disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") shall be deemed "Confidential Information" if clearly marked so. Except as provided herein, "Confidential Information" shall include, without limitation, proprietary, technical, marketing, operating, performance, cost, business pricing policies, programs, inventions, discoveries, trade secrets, techniques, processes, source code, unlinked object modules, computer programming techniques, and all record bearing media containing or disclosing such information and techniques disclosed pursuant to this Agreement.
	The Agreement itself and its content, as well as the identity of the parties shall be considered Confidential Information as well.
11.2	The obligations of this Agreement hereof shall not apply to any information if:
	a)	it was in the public domain at the time of communication to the Receiving Party or is later placed in the public domain by the Disclosing Party;
	b)	it entered the public domain through no fault of the Receiving Party subsequent to the time of disclosure hereunder to the Receiving Party;
	c)	it was in the Receiving Party's possession free of any obligation of confidence prior to disclosure hereunder.
11.3	a)	The Receiving Party shall not disclose, publish or communicate the Confidential Information to any third party without the prior written consent of the Disclosing Party.
	b)	The Receiving Party shall not use the Confidential Information nor circulate it within its own organisation except to the extent necessary or desirable for negotiations, discussions and consultations with personnel or authorized representatives of the parties, relating to the purposes of this Agreement.
	c)	The Receiving Party shall use its best efforts to prevent inadvertent disclosure of the Confidential Information to unauthorized personnel or to any other third party, including establishing and monitoring internal procedures regarding the Confidential Information which are at least as protective as the protection the Receiving Party affords its own Confidential Information. The Receiving Party shall immediately notify the Disclosing Party if the Confidential Information is used, distributed, or communicated in a manner not authorized under this Agreement.

d) Upon demand or, if not otherwise demanded, upon the termination of such project or purposes, the Confidential Information and all copies thereof and notes made therefrom shall be immediately destroyed by the Receiving Party or returned to the Disclosing Party. If destroyed, the Receiving Party shall certify in writing to the Disclosing Party that all such information, including all copies, has been destroyed.

12.	Intellectual Property
	Intellectual property invented, created, written, developed, or produced as a result of Consultant's consulting services to ImVisioN pursuant to this Agreement, whether produced by the Consultant or any of its/his employees or agents while working for ImVisioN under this Agreement, is and shall be the sole property of ImVisioN. "Intellectual Property" includes any inventions, patents, trademarks, copyrights, software programs or developments or enhancements, ideas, creations, articles and any similar property. Consultant shall promptly provide ImVisioN, whether during or after the term of this Agreement, with those documents and signatures reasonably required by ImVisioN to vest ownership of the Intellectual Property in ImVisioN, and Consultant agrees to take any and all action reasonably necessary to vest such ownership in ImVisioN. ImVisioN alone has the right to use, sell, patent or license its Intellectual Property.
13.	Term, Termination
	This Consultancy Agreement shall become effective at the beginning of the month following the transfer of 100 % of the shares of ImVisioN to Nextech Ventures LP and shall be concluded for an indefinite period of time, provided, however, that this Agreement may be regularly terminated by either party on one month’s notice with effect to the end of a calendar month. The right to terminate this Consultancy Agreement without prior notice for serious reasons remains unaffected for both parties. Termination of this Agreement must be made in writing. ImVisioN shall inform the Consultant as soon as its shares have been transferred in accordance with the first sentence above.
14.	Assignment
	This Agreement is personal to the Consultant and he shall not be entitled to assign, delegate or subcontract his obligations hereunder to any third party without prior written consent of ImVisioN.
15.	Miscellaneous
15.1	This Agreement contains the whole agreement between the parties relating to the subject matter of this Agreement at the date hereof. Any change or amendment

	to this Agreement requires written consent of the parties, including the amendment of this subsection.
15.2	In the event that a provision or a part of a provision of this Agreement should be or become ineffective, this shall not affect the validity of the other provisions of this Agreement and of the Agreement on the whole. The parties hereby agree to replace the ineffective provision by an effective provision, representing the parties intention at the time of conclusion of this contract. The same shall apply in case of a gap within this Agreement.
15.3	This agreement shall be governed and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of law provisions.

Zürich.		Hannover.
SK Research AG		ImVisioN GmbH
/s/ T. Kündig		/s/ Xxxxxx Xxxxxxx
PD Xx. Xxxxxx Xxxxxx		Xx. X. Xxxxxxx, CEO
/s/ X. Xxxxx
Xx. Xxxxxxxx Xxxxx		Xx. X. Xxxx, COO