Exhibit 10.1

OPTION AGREEMENT

This Option Agreement (“Agreement”) is made and entered into as of January 25, 2021 (the “Effective Date”), by and between Acer Therapeutics Inc., a company organized and existing under the laws of Delaware (“Acer”), and Relief Therapeutics Holding AG, a company organized and existing under the laws of Switzerland (“Relief”). Relief and Acer each may be referred to herein individually as a “Party” or collectively as the “Parties.”

BACKGROUND

WHEREAS, Acer owns or controls certain know-how, patents, technology, documentation, data, and other materials related to ACER-001 and the Acer Technology as defined herein;

WHEREAS, Acer wishes to grant, and Relief wishes to receive, an option for an exclusive license under Acer's relevant intellectual property rights with respect to ACER-001 in the Relief Territory, as defined herein, all on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Parties wish to establish a collaboration with respect to ACER-001 for development, regulatory approval, and commercialization of ACER-001 throughout the world;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Definitions. For purposes of this Agreement, the following terms when used with initial capital letters shall have the respective meanings set forth below in this Section 1 or elsewhere herein.

1.1.“ACER-001” means Acer’s taste-masked, immediate release powder formulation of sodium phenylbutyrate (NaPB) for the potential treatment of various inborn errors of metabolism, including urea cycle disorders (UCDs) and maple syrup urine disease (MSUD).

1.2.“Acer Know-How” means all unpatented inventions, technology, methods, materials (including biological and pharmaceutical materials), know-how, studies, pre-clinical and clinical data (including toxicology, safety data, and bioequivalence studies), tests and assays, reports, manufacturing processes (including manufacturing batch records to support regulatory approvals), regulatory filings (including drafts) and approvals and other information owned or licensed by Acer as of the Effective Date with the right to license or sublicense without violating the terms of any agreement to which Acer is party, in each case that relates to ACER-001 or the subject matter claimed by Acer Patents or BCM Patents.

1.3.“Acer Patents” means (a) the patents and patent applications set forth in Exhibit B, to the extent within the Relief Territory, and (b) any reissue, divisional, continuation, reexamination, renewal, extension or supplementary protection certificate for each of the patents and patent applications set forth in Exhibit B either now pending or pending in the future, to the extent within the Relief Territory, including all foreign and international counterparts and related patents and patent applications within the Relief Territory either now pending or pending in the future.

1.4.“Acer Technology” means the Acer Know-How, the Acer Patents and the BCM Patents.

1.5.“Acer Territory” means the United States, Canada, Brazil, Turkey and Japan.

1.6.“Affiliate” means, with respect to either Party, any person, corporation or other business entity of such Party which, directly or indirectly through one or more intermediaries, actually controls, is actually controlled by, or is under common control with such Party. As used in this Section 1.6, “control” means to possess, directly or indirectly, the power to affirmatively direct the management and policies of such person, corporation or other business entity, whether through ownership of voting securities or by contract relating to voting rights or corporate governance.

1.7.“BCM Patents” means (a) the patents and patent applications set forth in Exhibit C, to the extent within the Relief Territory, and (b) any reissue, divisional, continuation, reexamination, renewal, extension or supplementary protection certificate for each of the patents and patent applications set forth in Exhibit C either now pending or pending in the future, to the extent within the Relief Territory, including all foreign and international counterparts and related patents and patent applications within the Relief Territory either now pending or pending in the future.

1.8.“Confidential Information” means all information and know-how and any tangible embodiments thereof and other materials provided by or on behalf of one Party to the other Party either in connection with the discussions and negotiations pertaining to this Agreement or in the course of performing this Agreement or that otherwise relates to Acer's Technology, whether disclosed orally, visually, electronically, in writing or in other tangible or intangible form, and which may include data, knowledge, practices, processes, ideas, research plans, antibodies, small molecules, compounds, targets, biological and chemical formulations, structures and designs, laboratory notebooks, proof of concept and pre-clinical studies, formulation or manufacturing processes and techniques, scientific, manufacturing, marketing and business plans, and financial and personnel matters relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or business; provided, that, information, materials or know-how of a Party will not be deemed Confidential Information of such Party for purposes of this Agreement if such information, materials or know-how: (a) was already known to the receiving Party, other than under an obligation of confidentiality or non-use, at the time of disclosure to such receiving Party, as can be shown by written records; (b) was generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or was otherwise part of the public domain, at the time of its disclosure to such receiving Party; (c) became generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or otherwise became part of the public domain, after its disclosure to such receiving Party through no fault of the receiving Party; (d) was disclosed to such receiving Party, other than under an obligation of confidentiality or non-use, by a third party who had no obligation to the disclosing Party not to disclose such information or know-how to others; or (e) was independently discovered or developed by such receiving Party, as can be shown by their written records, without the use of Confidential Information belonging to the disclosing Party and prior to any subsequent disclosure by the receiving Party; and provided further, that Confidential Information, to the extent relating to Acer’s Technology, shall be deemed Confidential Information of Acer.

1.9.“Cover” means that the use, manufacture, sale, offer for sale, research, development, commercialization, importation or other commercial exploitation of the subject matter in question by an unlicensed entity: (a) would infringe an issued or pending claim of an Acer Patent or BCM Patent, or (b) incorporates, encompasses, references, uses or otherwise relies upon the Acer Know-How.

1.10.“Exercise Notice” has the meaning set forth in Section 4.

1.11.“Field” means all indications or treatments of humans using ACER-001.

1.12.“Collaboration and License Agreement” has the meaning set forth in Section 4.

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1.13.“Option” has the meaning set forth in Section 3.

1.14.“Option Fee” means One Million Dollars ($1,000,000).

1.15.“Option Loan” means a twelve (12) month secured loan of Four Million Dollars ($4,000,000), the terms of which are set forth in the Promissory Note and Security Agreement concurrently entered into herewith.

1.16. “Option Period” means the period beginning on the Effective Date and ending on the Termination Date.

1.17.“Relief Territory” means the World except for the Acer Territory.

1.18.“Termination Date” means June 30, 2021 or such earlier date as Relief ceases efforts to negotiate a Collaboration and License Agreement or terminates this Agreement in accordance with its terms.

2.Option Fee. In consideration for the Option granted to Relief hereunder, Relief shall pay Acer the Option Fee and the Option Loan within three (3) business days following execution of this Agreement by both parties.

3.Option. In consideration for the Option Fee and Option Loan and subject to the Exclusive License Agreement, dated as of April 4, 2014, by and between Acer and Baylor College of Medicine, as amended to date (the “BCM License”), Acer hereby grants to Relief an exclusive right, exercisable at any time during the Option Period, for Relief as part of a mutually executed Collaboration and License Agreement (as defined herein) to enter into an exclusive license (with a right to sublicense) under the Acer Patents and Acer Know-How and a sublicense of the BCM Patents to develop, make, have made, use, sell, have sold, offer to sell, commercialize and import ACER-001 in the Field in the Relief Territory, on the terms described in this Agreement (the “Option”).

4.Exercise of Option. During the Option Period, Relief shall have the right, but not the obligation, within its sole discretion, to exercise the Option by delivering written notice of such exercise (the “Exercise Notice”) to Acer. Upon such delivery, Acer and Relief shall, for a period equal to the remaining term of the Option Period or other mutually agreed upon time, in good faith, negotiate and enter into a Collaboration and License Agreement incorporating the terms set forth in Exhibit A (the “Collaboration and License Agreement”). For avoidance of doubt, any rights for Relief under the Acer Patents, the Acer Know-How and the BCM Patents are subject to the mutual execution of a Collaboration and License Agreement.  The Collaboration and License Agreement will include terms customary to transactions of this nature, including but not limited to the following:

(a)the Parties’ commitment to collaborate on the development, regulatory approval, and commercialization of ACER-001 in the Acer Territory and Relief Territory;

(b)that Acer will seek to obtain regulatory approval for ACER-001 and begin commercial planning and launch strategies of ACER-001 in the Acer Territory as soon as commercially reasonable and within a time period to be agreed upon by the Parties;

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(c)that Relief will have full responsibility for obtaining regulatory approval and commercial planning and launch of ACER-001 in the Relief Territory and all costs thereof;

(d)that each party shall have control and final decision making authority on the development, regulatory approval, and commercialization of ACER-001 in their respective Territories; provided, however, that the Parties shall not take action in their respective Territories that would reasonably be expected to materially adversely impact the ability of the other Party to obtain regulatory approval for, or to commercialize, ACER-001 in the other Party's Territory;

(e)that the Parties shall establish a collaboration committee (and any appropriate subcommittees, e.g., research, regulatory, and/or commercialization) and include a key person provision to oversee the research, development, regulatory approval, and commercialization of ACER-001; and

(f)that Relief for any reason in its sole discretion may decide to not proceed with the development or commercialization of ACER-001 in the Relief Territory, in which case it will not be responsible for any further monetary or other obligation to Acer and all rights and data shall revert to Acer.

5.Due Diligence. Until the earlier of (i) the expiration of the Option Period or (ii) execution of the Collaboration and License Agreement, and subject at all times to the obligations of confidentiality and non-use set forth in Section 7 of this Agreement, Acer will furnish Relief with reasonable access to the Acer Technology for the limited purpose of facilitating Relief’s evaluation of the Acer Technology, as Relief, its representatives or agents, may reasonably request.

6.Representations and Warranties; Limitation of Liability.

6.1.Representations and Warranties of Acer. Acer represents and warrants to Relief as follows:

6.1.1.Acer has full power and authority to execute, deliver and perform this Agreement. This Agreement constitutes the legally binding and valid obligation of Acer, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, moratorium and other laws affecting creditors’ rights generally.

6.1.2.Subject to compliance by Relief with the terms of the BCM License (insofar as such terms affect the sublicense of the BCM Patents contemplated hereby), the execution, delivery and performance by Acer of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of, conflict with, result in a breach of or constitute a default under any contract or agreement to which Acer is a party.

6.1.3.There are no liens or other encumbrances on the Acer Technology or any part thereof which would interfere with the rights contemplated hereunder to be granted to Relief under the Collaboration and License Agreement.

6.1.4.There is no action, suit, proceeding or investigation pending or, to Acer’s knowledge, currently threatened in writing against or affecting Acer that questions the validity of this Agreement or the right of Acer to enter into this Agreement or consummate the transactions contemplated hereby and, to Acer’s knowledge, there is no basis for the foregoing.

6.1.5.There is no action, suit, proceeding or investigation pending, or to Acer's knowledge, currently threatened in writing against or affecting (i) Acer's ability to develop, make, have made, use, sell, have sold, offer to sell, commercialize and import ACER-001 or Acer’s

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Technology, (ii) the validity of the Acer Patents or BCM Patents, or (iii) the ownership of the Acer Technology.

6.2.Representations and Warranties of Relief. Relief represents and warrants to Acer as follows:

6.2.1.Relief has full power and authority to execute, deliver and perform this Agreement. This Agreement constitutes the legally binding and valid obligations of Relief, enforceable in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, moratorium and other laws affecting creditors’ rights generally.

6.2.2.The execution, delivery and performance by Relief of this Agreement and the consummation of the transactions contemplated thereby will not result in any violation of, conflict with, result in a breach of or constitute a default under any contract or agreement material to Relief, its business or its assets.

6.3.DISCLAIMER; LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ACER IS PROVIDING THE ACER TECHNOLOGY “AS IS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS, EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION OF LICENSED PRODUCTS INCORPORATING OR MADE BY USE OR PRACTICE OF THE ACER TECHNOLOGY. WITH THE EXCEPTION OF DAMAGES ATTRIBUTABLE TO A PARTY’S BREACH OF SECTION 7.1 , IN NO EVENT WILL EITHER PARTY, OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF THE OTHER PARTY OF ANY KIND, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT OR OTHERWISE.

7.Confidentiality

7.1.Disclosure and Use Restriction. Except as expressly provided herein or in any Collaboration and License Agreement executed pursuant hereto, the Parties agree that, for the Option Period and at all times thereafter, each Party will keep completely confidential and will not publish, submit for publication or otherwise disclose, and will not use for any purpose except for the purposes contemplated by this Agreement, any Confidential Information of the other Party.

7.2.Authorized Disclosure. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is:

(a)made in response to a valid order of a court of competent jurisdiction; provided, however, that in each case such disclosing Party will first have given notice to the other Party and given such other Party a reasonable opportunity to take appropriate action and cooperate with such other Party as necessary to obtain an appropriate protective order; provided, further, that in each case, the Confidential Information disclosed in response to such court or governmental order will be limited to that information which is legally required to be disclosed in response to such court or governmental order, as determined in good faith by counsel to the Party that is obligated to disclose Confidential Information pursuant to such order;

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(b)otherwise required by law or regulation or the requirements of any stock exchange to which a Party is subject; provided, however, that the Party that is so required will provide such other Party with at least three (3) business days’ notice of such disclosure in advance thereof, shall consider in good faith any comments that may be provided by such other Party in response to such disclosure, and shall take reasonable measures to assure confidential treatment of such information;

(c)made by such Party, in connection with the performance of this Agreement or any Collaboration and License Agreement executed pursuant hereto, to such Party’s Affiliates, sublicensees, directors, officers, employees, consultants, representatives or agents, or to other third parties, in each case on a need to know basis and solely to use such information for business purposes relevant to this Agreement, and provided that each individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations at least as restrictive as those set forth in this Agreement; or

(d)made by such Party to existing or potential acquirers, existing or potential collaborators, investment bankers, accountants, attorneys, existing or potential investors, merger candidates, partners, venture capital firms or other financial institutions or investors for use of such information for business purposes relevant to this Agreement or for due diligence in connection with the financing, licensing or acquisition of such Party, and provided that each individual and entity to whom such Confidential Information is disclosed is bound in writing to non-use and non-disclosure obligations (or in the case of attorneys, an equivalent professional duty of confidentiality) at least as restrictive as those set forth in this Agreement, and such Party shall remain responsible and liable to the disclosing Party for any breaches of this Agreement by such individuals or entities to whom such Confidential Information may be disclosed.

8.Indemnification

8.1.Indemnification of Relief. Acer will indemnify Relief, its Affiliates and each of their directors, officers, employees and agents (“Relief Parties”) and defend and hold each of them harmless, from and against any and all third party claims and all related losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Relief Losses”) to the extent arising from or occurring as a result of or in connection with a breach by Acer of any of its representations, warranties, covenants or agreements set forth in this Agreement. Notwithstanding the foregoing, Acer will have no obligations under this Section 8.1 to the extent Relief Losses arise from or occur as a result of or in connection with the (a) negligence or misconduct (including non-compliance with any applicable laws) on the part of a Relief Party, or (b) breach by Relief of any of its representations, warranties, covenants, or agreements set forth in this Agreement.

8.2.Indemnification of Acer. Relief will indemnify Acer, its Affiliates and each of their directors, officers, employees and agents (“Acer Parties”), and defend and hold each of them harmless, from and against any and all third party claims and all related losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Acer Losses”) to the extent arising from or occurring as a result of or in connection with Relief performing its obligations under this Agreement, or a breach by Relief of any of its representations, warranties, covenants or agreements set forth in this Agreement. Notwithstanding the foregoing, Relief will have no obligations under this Section 8.2 to the extent Acer Losses arise from or occur as a result of or in connection with the (a) negligence or misconduct (including non-compliance with any applicable laws) on the part of an Acer Party, or (b) breach by Acer of any of its representations, warranties, covenants, or agreements set forth in this Agreement.

8.3.Indemnification Procedures. Each Party’s agreement to indemnify and hold the other harmless is conditioned upon the indemnified Party (a) providing written notice to the indemnifying Party

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of any claim, demand or action arising out of the indemnified activities within thirty (30) days after the indemnified Party has actual knowledge of such claim, demand or action, (b) permitting the indemnifying Party to assume control over the investigation of and preparation and defense against any such claim, demand or action, (c) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation and defense of any such claim, demand or action, and (d) not compromising or settling such claim, demand or action without the indemnifying Party’s prior written consent; provided, however, that, if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent materially prejudiced by such failure.

9.Term and Termination

9.1.Term. This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to Sections 9.2, 9.3 or 9.4 shall continue in full force and effect until the expiration of the Option Period (including any extensions thereof made by mutual written agreement of the Parties).

9.2.Termination for Material Breach. If either Party materially breaches this Agreement at any time, the other Party shall have the right to terminate this Agreement by written notice to the breaching Party, if such material breach is not cured within thirty (30) days after written notice is given by such other Party to the breaching Party specifying the material breach.

9.3.Termination for Convenience by Relief. This Agreement may be terminated by Relief, in its sole discretion, upon written notice to Acer.

9.4.Survival. Sections 1, 2, 6.3, 7, 8, 9.4, 10, and 11, and all payment obligations accruing prior to the termination of this Agreement shall survive any termination or expiration of this Agreement. Notwithstanding the foregoing, this Agreement will terminate in its entirety upon the execution by the Parties of the Collaboration and License Agreement.

10.Dispute Resolution. In the event that a dispute arises between the Parties in the course of this Agreement, the dispute will be referred to the attention of the President of Relief and the President of Acer or their designees (the “Executive Officers”). The Executive Officers will meet as soon as reasonably possible thereafter and in good faith attempt to resolve such dispute. If, within thirty (30) days after referral of such dispute to the Executive Officers by either Party, the Executive Officers are unable to resolve such dispute, either Party will have the right to have the dispute resolved by binding arbitration, initiated by either Party on ten (10) business days’ notice to the other Party following the expiration of the thirty (30) day period referenced above (the “Initiation Notice”), under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then pertaining (available at www.adr.org), except where those rules conflict with this provision, in which case this provision controls, applying the laws of the State of New York, without regards to its conflicts of law provisions, before three (3) independent, neutral arbitrators experienced in the pharmaceutical industry and licensing transactions in such industry. The place of arbitration shall be New York, New York. Relief and Acer shall each be entitled to select one (1) such arbitrator, with the two (2) such arbitrators so selected selecting the third (3rd) such arbitrator. In the event either Party fails to select its arbitrator within ten (10) business days of the Initiation Notice, the arbitrator selected by the other Party within such ten (10) business day period shall be entitled to select such arbitrator. The arbitration shall be conducted in English. The decision of the arbitrators will be final and binding on the Parties, and any decision of the arbitrators may be enforced in any court of competent jurisdiction. Each Party shall bear its own expenses and an equal share of the reasonable, documented expenses of the arbitration panel and any fees required by AAA to submit such matter to arbitration, unless the panel determines that any such fees or expenses are to be paid by the non-prevailing Party. Notwithstanding the

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foregoing, either Party may seek injunctive, equitable, or similar relief from a court of competent jurisdiction as necessary to enforce its rights hereunder without the requirement of arbitration.

11.Miscellaneous

11.1.Assignment/Change of Control. Neither Party shall assign this Agreement without the prior written consent of the other Party, provided, however, that a Party is permitted to assign this Agreement without such consent in connection with the transfer or sale of all or substantially all of its assets, capital stock or business related to this Agreement, or in the event of its merger or consolidation or change in control, corporate recapitalization or restructuring or similar transaction. Any permitted assignee must assume all obligations of its assignor under this Agreement. Any assignment by a Party of this Agreement in violation of this Section 11.1 shall be void.

11.2.Severability. If one or more provisions of this Agreement is held to be invalid, illegal or unenforceable, the Parties shall substitute, by mutual consent, valid provisions for such invalid, illegal or unenforceable provisions which valid provisions are, in their economic effect, sufficiently similar to the invalid provisions that it can be reasonably assumed that the Parties would have entered into this Agreement with such provisions. In the event that such provisions cannot be agreed upon, the invalidity, illegality or unenforceability of one or more provisions of the Agreement shall not affect the validity of this Agreement as a whole.

11.3.Notices. Any notice, consent or report required or permitted to be given or made under this Agreement by one Party to the other Party shall be in English and in writing, delivered personally or by email (receipt verified), facsimile or electronic transmission (including pdf), or by U.S. first class mail or express courier providing evidence of receipt, postage prepaid (where applicable), at the following address for a Party (or such other address for a Party as may be specified by like notice):

All such notices, consents or reports shall be effective upon receipt.

11.4.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to the conflicts of law principles that would provide for application of the law of a jurisdiction other than the state of New York and excluding the United Nations Convention on Contracts for the International Sales of Goods.

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11.5.Entire Agreement. This Agreement (including the Exhibits attached hereto) contains the entire agreement by the Parties with respect to the subject matter hereof and supersedes any prior express or implied agreements, understandings and representations, either oral or written, which may have related to the subject matter hereof in any way.

11.6.Interpretation. The captions to the several Sections of this Agreement are not a part of this Agreement, but are included for convenience of reference and shall not affect its meaning or interpretation. In this Agreement: (a) the word “including” shall be deemed to be followed by the phrase “without limitation” or like expression; (b) the singular shall include the plural and vice versa; and (c) masculine, feminine and neuter pronouns and expressions shall be interchangeable.

11.7.Independent Contractors. It is expressly agreed that Relief and Acer shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership, joint venture or agency or other fiduciary relationship. Neither Relief nor Acer shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party to do so.

11.8.Waiver; Amendment. Except as otherwise expressly provided in this Agreement, any term of this Agreement may be waived only by a written instrument executed by a duly authorized representative of the Party waiving compliance. The delay or failure of any Party at any time to require performance of any provision of this Agreement shall in no manner affect such Party’s rights at a later time to enforce the same. This Agreement may be amended, and any term of this Agreement may be modified, only by a written instrument executed by a duly authorized representative of each Party.

11.9.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.

11.10.Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and other electronically scanned signatures shall have the same effect as their originals.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Option Agreement.

Acer Therapeutics Inc.

Printed Name: Chris Schelling

Title: President & Chief Executive Officer

Relief Therapeutics Holding AG

Printed Name: Tom Plitz Printed Name: Thomaz Burckhardt

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ACER-001 Development, Regulatory and Commercial Launch Costs*

*Payments will only be paid upon mutual agreement of a budget for the development, regulatory, and commercial launch costs (which is expected to be an exhibit to the Collaboration and License Agreement) and the total amount paid by Relief shall not exceed $20,000,000. Acer shall be responsible for providing invoices of actual expenses for reconciliation to Relief on a quarterly basis, and will have sixty (60) days from the end of each quarter to provide such invoices.

To the extent ACER-001 is commercially launched in the United States prior to exhausting the First or Second Installment Payments, Acer shall return the balance of the First and/or Second Installment to Relief.

In addition, for the avoidance of doubt, after approval and commercial launch of ACER-001 for the treatment of UCD or MSUD in the United States, any on-going research and development costs or indication expansion costs shall be part of the calculation of net profits in the Acer Territory.

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EXHIBIT B

Acer Patents

TITLE: PALATABLE COMPOSITIONS INCLUDING SODIUM PHENYLBUTYRATE AND USES THEREOF

TITLE: ADMINISTRATION OF SODIUM PHENYLBUTYRATE IN A FASTED STATE TO TREAT UREA CYCLE DISORDERS

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Exhibit 10.2

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned (“Maker”) does hereby covenant and promise to pay to the order of RELIEF THERAPEUTICS HOLDING AG, a corporation organized under the laws of Switzerland (“Holder”), in legal tender of the United States, the sum of FOUR MILLION DOLLARS ($4,000,000.00) (the "Principal Balance"), or so much thereof as may be outstanding from time to time, plus interest as calculated below, which shall be due and payable upon the terms and conditions contained in this Note.

1.Interest Rate:  The outstanding unpaid Principal Balance of this Note shall bear interest at a rate equal to 6% per annum, simple interest (the “Interest Rate”).  Interest shall accrue daily, commencing as of January 25, 2021, and be calculated on the basis of a 360-day year based upon the actual number of days lapsed. If this Note is not paid in full on the Maturity Date (defined below), accrued but unpaid interest shall be added to the Principal Balance on January 25 of each year and shall thereafter bear interest.

2.Payment Terms: On January 25, 2022 (the "Maturity Date"), Maker shall pay to Holder an amount equal to the full Principal Balance together with all interest payable from January 25, 2021 (the date on which the loan was made) through the date on which this Promissory Note is paid in full. The amounts due hereunder shall be payable by wire transfer to Holder at such bank as shall be designated in writing by Holder.

3.Prepayment:  This Note may be prepaid without penalty, in whole or in part, at any time during the term hereof. Payments shall be applied first to pay accrued but unpaid interest and then towards payment of the Principal Balance of the Note.

4.Security:This Note shall be secured by all of the assets of the Maker, as set forth in that certain Security Agreement between Maker and Holder of even date herewith.

5.Event of Default; Acceleration:  Holder shall have the right to declare the amount of the total unpaid balance of this Note to be due and forthwith payable in full in advance without presentment, demand, protest or further notice of any kind, all of which are expressly waived by Maker, upon the occurrence of any of the following events of default (each, an “Event of Default”):

a.the failure of Maker to pay any amounts under this Note when due;

b.the occurrence of an event of default under the Security Agreement;

c.the filing of a petition in bankruptcy by Maker;

d.the execution by Maker of a general assignment for the benefit of creditors;

e.the filing against Maker of a petition in bankruptcy or a petition for relief under the provisions of the federal bankruptcy code or another state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of ninety (90) days or more.

Holder may, in its sole discretion, accept payments made by Maker after any default has occurred, without waiving any of Holder’s rights herein.  No waiver by Holder of a default shall operate as a waiver of any other default or the same default on a future occasion.  Further, Holder shall have the right to exercise all rights and remedies under any and all instruments evidencing, securing, or guaranteeing this Note, or under applicable law, including the rights and remedies of a secured party under the Uniform Commercial Code, as in effect in any applicable jurisdiction.

6.Costs:  All costs of collection of this Note (through all appeals), including reasonable attorney's fees, shall be paid by the Maker.

7.Documentary Stamp Tax Liability:  Maker shall pay any and all documentary stamp tax and/or any other excise tax due and payable on this Note.

8.Usury:  Nothing herein contained, nor any transaction related thereto, shall be construed or so operate as to require Maker or any person liable for the repayment of same, to pay interest in an amount or at a rate greater than the maximum allowed by applicable law.  Should any interest or other charges paid by Maker, or any parties liable for the payment of the loan made pursuant to this Note, result in the computation or earning of interest in excess of the maximum legal rate of interest permitted under the law in effect while said interest is being earned, then any and all of that excess shall be and is waived by Holder, and all that excess shall be automatically credited against and in reduction of the principal balance, and any portion of the excess that exceeds the principal balance shall be paid by Holder to Maker or any parties liable for the payment of the loan made pursuant to this Note so that under no circumstances shall the Maker, or any parties liable for the payment of the loan hereunder, be required to pay interest in excess of the maximum rate allowed by applicable law.

9.Jurisdiction:  This Note has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of New York and of the United States of America, without giving effect to principals of conflict of laws.  

10.CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.  MAKER AND HOLDER (I) IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF ANY FEDERAL COURT LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, (II) WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY OF THE DOCUMENTS, AGREEMENTS OR TRANSACTIONS CONTEMPLATED THEREBY AND (III) WAIVE ANY OBJECTION THAT THEY MAY HAVE BASED UPON A LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.

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11.Miscellaneous:

a.It is agreed that the granting to Maker or any other party of an extension or extensions of time for the payment of any sum or sums due under this Note or for the performance of any covenant or stipulation thereof or the taking of other or additional security shall not in any way release or affect the liability of Maker under this Note.  A waiver or release with reference to any one event shall not be construed as continuing or as constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy as to a subsequent event.

b.This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

c.All parties to this Note, whether Maker, principal, surety, guarantor or endorser, hereby waive presentment for payment, demand, notice, protest, notice of protest and notice of dishonor.

d.Maker shall not have the right to set off amounts due under this Note against obligations Holder may owe to Maker.  

e.If more than one party executes this Note, all such parties shall be jointly and severally liable for the payment of this Note.

f.If any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

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IN WITNESS WHEREOF, Maker has duly executed and delivered this Promissory Note as of the day and year first above written.

MAKER:

ACER THERAPEUTICS INC., a Delaware corporation

By: /s/ Chris Schelling

Name:Chris Schelling

Title:President and Chief Executive Officer

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Exhibit 10.3

SECURITY AGREEMENT

This SECURITY AGREEMENT ("Agreement") is made as of this 25th day of January, 2021, by Acer Therapeutics Inc., a Delaware corporation (the "Grantor") in favor of Relief Therapeutics Holding AG, a corporation organized under the laws of Switzerland (the "Secured Party").

WHEREAS, the Grantor is the maker of a promissory note in favor of the Secured Party (the "Note"), in the original principal amount of Four Million Dollars ($4,000,000); and

WHEREAS, the Grantor has agreed to grant to the Secured Party a security interest in all of the assets of Grantor in order to secure the indebtedness evidenced by the Note.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Grant of Security Interest

.  As collateral security for all of the obligations under the Note, Grantor hereby pledges and assigns to the Secured Party, and grants to the Secured Party, a continuing first priority security interest in, all real and personal property of Grantor, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired, of every kind and description, tangible or intangible, (the "Collateral"), including, without limitation, the following:

(a)all Accounts;

(b)all Chattel Paper (whether tangible or electronic);

(c)all Deposit Accounts;

(d)all Documents;

(e)all Equipment;

(f)all Fixtures;

(g)all General Intangibles;

(h)all Goods;

(i)all Instruments (including, without limitation, Promissory Notes);

(j)all Inventory;

(k)all Copyrights;

(l)all Patents;

(m)all Trademarks;

(n)all Licenses;

(o)all Letter-of-Credit Rights;

(p)all Supporting Obligations;

(q)all real estate; and

(r)all other tangible and intangible personal property of Grantor (whether or not subject to the Code), including, without limitation, all bank and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of Grantor described in the preceding clauses of this Section 1 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of Grantor or any other Person from time to time acting for Grantor that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 1 or are otherwise necessary or helpful in the collection or realization thereof.

2.Financing Statements.  Grantor hereby authorizes the Secured Party to file appropriate financing statements or other documents under the Uniform Commercial Code of the State of Delaware (the "UCC") describing the Collateral as all assets now owned or hereafter acquired by the Grantor, or words of similar effect. At all times the Grantor will do, execute, acknowledge and deliver, and will cause to be done, itself and by any corporation or person obligated to Grantor so to do, and hereby authorize the Secured Party to cause to be done, in the Secured Party’s sole discretion, all and every such further acts, deeds, and assurances as the Secured Party shall reasonably require for the better assuring, perfecting and confirming unto the Secured Party, the security interest in the Collateral and the rights, privileges and remedies hereby or in any other agreement created, granted or assigned, or intended so to be, or which it may herein or hereafter become bound to create, grant or assign to the Secured Party.

3.Use of Collateral.  In the absence of an Event of Default (as hereinafter defined), the Grantor shall have all rights to retain possession of and use the Collateral and to sell or otherwise dispose of the Inventory in the ordinary course of business.

4.Maintenance of Books and Records.  During the term of this Agreement, the Grantor will not remove its books and records from its current principal executive offices without prior written notification to the Secured Party.

5.Secured Party Appointed Attorney-in-Fact.  Upon the occurrence and during the continuance of an Event of Default, with notice to the Grantor, the Grantor hereby irrevocably constitutes and appoints the Secured Party as the Grantor's true and lawful attorney in fact, with full power of substitution, to execute, acknowledge and deliver any instruments and to exercise and enforce every right, power, remedy, option and privilege of the Grantor with respect to the Collateral, and do in the name, place and stead of the Grantor, all such acts, things and deeds for and on behalf of and in the name of the Grantor which the Grantor could or might do or which the Secured Party may deem necessary or desirable to more fully vest in the Secured Party the rights and remedies provided for herein and to accomplish the purposes of this Agreement.  The foregoing power of attorney is

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irrevocable and coupled with an interest.  Upon the occurrence and during the continuance of an Event of Default, the Secured Party may perform any such agreement, and any reasonable expenses of the Secured Party incurred in connection therewith shall be paid by the Grantor.

6.Reasonable Care.  The Secured Party shall be deemed to have exercised reasonable care in the custody and retention of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any Collateral.

7.Representations and Warranties, Covenants and Agreements.

(a)The Grantor represents and warrants that:

(i)The Grantor has not made or filed any other lien, encumbrance, security agreement or financing statement, other than those herein created, covering the Collateral or any part thereof in which the Grantor purports to grant a security interest hereunder, and the Grantor has not created, attached or perfected any security interest, other than the one herein created, in the Collateral or any part thereof in which the Grantor purports to grant a security interest hereunder;

(ii)The Grantor is the sole legal, registered, record and beneficial owner of the Collateral in which the Grantor purports to grant a security interest hereunder, having good title thereto free and clear of any and all liens and encumbrances, subject to any applicable existing intellectual property licenses or sublicenses, and subject to the Secured Party's proper conveyance of the Collateral to the Grantor; and

(iii)The Grantor has the full power, right and authority to enter into this Agreement, to grant the security interest granted herein to the Secured Party and to carry out the transactions contemplated by this Agreement.

(b)The Grantor shall:

(i)promptly furnish the Secured Party with any information or documents which the Secured Party and the Lenders may reasonably request concerning the Collateral;

(ii)promptly notify the Secured Party of any material claim, action or proceeding affecting title, or any other matter relating to the Collateral, or any part thereof, or the security interest created herein, and at the Secured Party's request, appear in and defend, at the Grantor's expense, any such claim, action or proceeding;

(iii)promptly make such further assurances and take such further actions as may be reasonably necessary to establish proof of the Grantor's title to the Collateral and/or to protect the Secured Party's interest in the Collateral; and

(iv)promptly furnish the Secured Party and the Lenders with true copies of all notices (including notices of default) sent or received by the Grantor with respect to the Collateral or any agreements relating to the Collateral.

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8.Event of Default.  The occurrence of an Event of Default as defined in the Note shall constitute an "Event of Default" hereunder.

9.Remedies.  If any Event of Default shall have occurred and be continuing, in addition to all other rights and remedies granted to it under this Agreement, the Note or other applicable law, the Secured Party may exercise all of its rights as a lender under the UCC.

10.Termination.  This Agreement shall terminate automatically upon the complete and final satisfaction in full of all indebtedness evidenced by the Note.

11.Expenses.  The Grantor will pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party may incur in connection with (a) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (b) the exercise or enforcement of any of the rights of the Secured Party hereunder upon an Event of Default, or (c) the failure by the Grantor to perform or observe any of the provisions hereof.

12.Amendments and Waivers.  Any term of this Agreement may be amended (including the release of any Collateral hereunder) and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Grantor and the Secured Party.

13.No Waiver.  No failure on the part of any the Secured Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by any the Secured Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

14.Enforceability; Severability.  If any provision of this Agreement or the application thereof to any party hereto or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to any other party thereto of circumstances shall not be affected thereby and shall be enforced to the greater extent permitted by law.

15.Notices.  All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be given personally, sent by facsimile transmission or sent by prepaid air courier. Any such notice shall be deemed to have been duly given (i) when hand delivered to the other party; (ii) upon receipt, when sent by facsimile to the number set forth below or email to the address set forth below; (iii) five business days after deposit in the U.S. mail, postage prepaid and addressed to the other party at the address set forth below; or (iv) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth below with next business day delivery guaranteed, in any such case as follows:

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16.Interpretation.  No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or dictated such provision.

17.Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Each counterpart may consist of a number of copies, facsimiles or facsimiles of copies hereof each signed by less than all, but together signed by all of the parties hereto.

18.Definitions. All terms used herein but not otherwise defined herein or in the Note shall have the same meanings as set forth in Article 9 of the UCC, as may be in effect from time to time in the State of New York.

19.Governing Law and Jurisdiction.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflict of laws, and shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

20.CONSENT TO JURISDICTION.  THE PARTIES (I) IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF ANY FEDERAL COURT LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND (II) WAIVE ANY OBJECTION THAT THEY MAY HAVE BASED UPON A LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.

21.WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE OTHER PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY

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AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT EACH HAS REVIEWED OR HAD THE OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS RESPECTIVE LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

RELIEF THERAPEUTICS HOLDING AG

By: /s/ Tom Plitz

Name:Tom Plitz

Title:Director

By: /s/ Thomaz Burckhardt

Name:Thomaz Burckhardt

Title:Director

ACER THERAPEUTICS INC.

By: /s/ Chris Schelling

Name:Chris Schelling

Title:President and Chief Executive Officer

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