Exhibit 10.8

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS CONFIDENTIAL AND PRIVATE AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

DEVELOPMENT AGREEMENT

by and between

Spinnova Oy,

ECCO Sko A/S

and

Respin Oy

November 5, 2020

DEVELOPMENT AGREEMENT

ECCO Sko A/S, a limited liability company incorporated and existing under the laws of Denmark (company registration No. 45349918) (ECCO); and

Respin Oy, a limited liability company incorporated and existing under the laws of Finland (Business ID [ ]) (the Company).

Spinnova, ECCO and the Company are hereinafter also referred to as a Party and jointly as the Parties.

Background and Purpose

The Schedules to this Agreement form an integral part of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

As used in this Agreement, the following capitalized terms have the following meanings:

The above definitions apply equally to the singular and plural forms of the terms defined. The words “include”, “includes” and “including” shall be construed as illustrative and shall not limit the meaning of the words preceding those terms. All references to Sections, Subsections and Schedules shall be deemed to be references to Sections and Subsections of, and Schedules to, this Agreement unless the context otherwise requires. Any reference to any contract, instrument or law is a reference to it as amended and supplemented from time to time unless the context otherwise requires. Any reference to a “day” or a number of “days” (without the explicit qualification of “Business”) is a reference to a calendar day or number of calendar days. Any reference to a time of day is a reference to Helsinki time unless otherwise indicated. When more than one Party has given a warranty or undertaking or otherwise has an obligation or liability under this Agreement, each such Party shall be considered severally responsible and liable for such warranty, undertaking, obligation, or liability.

The development work, technology and equipment during the POC Phase (as defined in the Joint Venture Agreement) shall be provided by Spinnova pursuant to the terms and conditions of this Agreement. Spinnova shall provide or procure the provision of the Services relating to the Business defined below in Section 2.2 and the Schedules referred to therein to the Company, and the Company undertakes to pay for them, in accordance with the terms of this Agreement.

Notwithstanding any provision in this Agreement to the contrary, Spinnova’s obligation to provide or procure the provision of the Services shall not apply to the extent that the provision or procurement of any such Services would constitute a breach of any applicable laws or regulations.

Spinnova shall use its reasonable endeavours to provide or procure that the Services will be provided in a professional manner with due care and in accordance with accepted applicable industry standards.

Spinnova may at any time change the Services if:

The Company shall undertake any reasonable activities required in order to be able to continue to receive the Services following any change in the Services made in accordance with this Section 2.1.3, provided that the Company deems the changed Services appropriate for its needs.

If the Company wishes to receive or Spinnova wishes to provide an additional service related to the subject matter of this Agreement, the Company or Spinnova, as applicable, shall send a written notice regarding this to the other Party. Promptly following and in any event within thirty (30) days after the other Party’s receipt of such written notice, the Parties shall discuss in good faith whether and on what terms, including additional Charges, the required additional service (each such service, to the extent provided, an Additional Service) shall be provided to the Company.

A description of the content of the Services, project milestones and a payment schedule which is aligned with the milestones is set out in Schedule 2.2, which schedule may be updated by mutual agreement by the Parties from time to time. Without limiting the Company’s obligations to make payments in accordance with Section 3.1, every time a milestone goal is reached it has to be approved by the Company before moving ahead towards the next milestone.

Spinnova may use third party suppliers for the performance of the Services subject to prior written approval from the Company (such approval not to be unreasonably withheld). In such cases Spinnova shall promptly inform the Company and ECCO in writing about any such wish for delegation or subcontracting and Spinnova shall if delegation is approved by the Company remain fully responsible towards the Company for any Services provided by a third-party supplier. For the avoidance of doubt, Spinnova and the Company acknowledge and agree that, unless otherwise specifically agreed in writing, the terms and conditions of this Agreement shall prevail over any terms and conditions of an agreement between Spinnova and a third party applicable to the Services.

In all cases where Spinnova uses third party suppliers for the performance of the Services, Spinnova shall:

*** As specified in, and subject to, the Joint Venture Agreement, KT Trading AG shall be the principal supplier of raw material to the Company.

Spinnova shall charge a total of EUR 2,500,000 (excl. VAT) for its services to the Company over the course of the POC Phase (as defined in the Joint Venture Agreement) and up to 31 October 2022. The Company shall pay to Spinnova EUR 1,750,000 (excl. VAT) upon commencement of the development and in any event no later than on [ ] 2020, whereafter the Company shall pay EUR 250,000 (excl. VAT) on each of 31 October 2021, 30 April 2022 and 31 October 2022. Spinnova will provide the Company with an invoice for the Services as contemplated with the payment dates as set out in this Section 3.1. At the end of the POC Phase (as defined in the Joint Venture Agreement), Spinnova shall provide the Company with a summary of the principal service items provided to the Company hereunder and related Charges. Charges for work conducted after 30 September 2022 shall be agreed upon by the Parties separately.

*** In the event that the Company enters into any form of liquidation or insolvency proceedings, then, as part of such proceedings and the liquidation of the Company’s assets, any outstanding amount due to Spinnova under this Agreement shall be treated pari passu with any other unsecured monetary claim against the Company.

All amounts stated in this Agreement are exclusive of taxes. If and to the extent any taxes are chargeable with respect to any amounts to be paid under this Agreement, the Parties undertake to pay any such taxes in accordance with applicable legislation.

This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the Parties and their respective legal successors and shall not be assignable by a Party without the other Parties’ prior written consent.

A Party may receive personal data from the other Parties in connection with the performance of its respective rights and/or obligations under this Agreement. The Parties agree to process and/or transfer such personal data solely for the purpose of carrying out the Services in accordance with this Agreement and in full compliance with the applicable Data Protection Legislation.

Subject to the License Agreement, to the extent IPR are created or developed in connection with the performance of the Services pursuant to this Agreement, such Intellectual Property Rights shall be:

To the extent that IPR shall be jointly owned by Spinnova and ECCO as provided above, upon Spinnova’s and ECCO’s request, the Company undertakes to take any required measures needed for such IPR to be vested in or transferred jointly to Spinnova and ECCO.

For the avoidance of doubt, neither Spinnova nor ECCO shall transfer to the Company or to the joint ownership of Spinnova and ECCO any IPR that does not relate to staple and continuous filament fibre manufacturing processes based on collagen originating materials, whether by way of this Agreement, the License Agreement or the Joint Venture Agreement.

As joint owners of the Foreground Rights, Spinnova and ECCO shall jointly decide whether to file for or maintain patents or other IPR protection for the Foreground Rights.

If Spinnova and ECCO decide to file for or maintain patent or other IPR protection of Foreground Rights, the Company shall assist Spinnova and ECCO to the extent necessary. Spinnova and ECCO shall jointly and equally bear all costs and income associated with the filing or maintaining of patent or other IPR protection of Foreground Rights. Parties agree that prosecution and all investigations related to such prosecution of IPR for Foreground Rights shall be performed and executed by ECCO’s usual supplier of such services, unless otherwise agreed between the Parties.

This clause 4.4 shall survive any expiration, termination and discontinuation no matter what reason expiration, termination or discontinuation is based upon.

Where the Company has access to Spinnova’s systems in order to receive the Services, the Company shall comply with all applicable Spinnova policies, as notified in writing by Spinnova to the Company from time to time, applicable to the receipt of the Services, including but not limited to information security policies. The Company shall defend, indemnify and hold harmless Spinnova from and against all direct losses, damages, claims and expenses resulting from any failure by the Company to comply with Spinnova’s policies.

The Parties undertake not to disclose to third parties nor use for any other purpose than for the proper fulfilment of the purpose of this Agreement and the transactions contemplated hereby, the contents or existence of this Agreement or any Confidential Information received from the other Party unless and to the extent (i) required to do so by any applicable laws, regulations or rulings of competent courts or authorities, or any applicable stock exchange rules, or (ii) such disclosure has been consented to by the other Party.

In case Spinnova uses any third party suppliers for the performance of the Services, Spinnova shall enter into confidentiality agreement under which it shall agree on the confidentiality of work performed by the third party suppliers in line this Section 4.6 on Confidentiality.

The obligations set forth in this Section 4.6 shall continue to apply for a period of five (5) years after the disclosure of any Confidential Information.

The Company’s sole remedy with respect to the Services and under this Agreement shall be, where a defect is capable of being remedied, to require renewed and adequate performance of a defective Service by Spinnova or its relevant Affiliate providing the Service in question.

The Company shall give Spinnova or its relevant Affiliate a written notice giving full particulars of any allegedly defective Service in order for Spinnova or its relevant Affiliate to remedy any defect in the performance of the Services.

All notices, demands and other communication arising out of or relating to this Agreement shall be in writing in the English language and shall be sent by first class mail or e-mail to the relevant Party or Parties at the following address or e-mail or at such other address or e-mail which has been provided in accordance with this Section 4.8. Notices and other communication shall be deemed to have been received by the relevant Party or Parties (a) on the third (3rd) business day after the day of mailing if sent by first class mail; or (b) on the day of transmission if sent by e-mail, provided that no notice of unsuccessful transmission has been obtained.

If to Spinnova:

***

If to the Company:
***

If to ECCO:

***

Any amendment to or waiver of this Agreement shall be made in writing and shall have no effect before signed by the duly authorized representatives of all Parties or, in the case of a waiver, by the Party waiving compliance with this Agreement.

Failure by any Party at any time to require performance of any provisions of this Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.

This Agreement, including its Schedules, the Joint Venture Agreement and the License Agreement constitute the entire agreement between the Parties with respect to subject matter hereof and supersede all prior proposals and agreements both written and oral, and all other written and oral understandings, representations and communications between the Parties.

This Agreement enters into force upon its execution and shall continue in force until at least 30 June 2022 and may thereafter be terminated by a Party by written notice to the other Parties at least sixty (60) days in advance. Notwithstanding the immediately preceding paragraph, the Parties acknowledge that each of Spinnova and KT Trading AG have the right under the Joint Venture Agreement to terminate the POC Phase (as defined in the Joint Venture Agreement) until the second (2^nd) anniversary of the date of the Joint Venture Agreement and, in the event of such termination, this Development Agreement shall also be terminated. For the avoidance of doubt, such termination shall not have any effect on the Charges paid by the Company to Spinnova hereunder prior to such termination or Charges that have become payable hereunder at such time.

Each Party may terminate this Agreement immediately by written notice to the other Parties if a Party becomes unable to pay its debts, enters into liquidation, becomes bankrupt, makes an arrangement with its creditors, becomes subject to an administration order, or a receiver or administrative receiver is appointed over all or any of its assets, or takes or suffers to be taken any similar action in consequence of a debt, ceases or threatens to cease trading or is dissolved, or any procedure equivalent to any of the preceding matters occurs in any other jurisdiction with respect to said Party.

Each Party may terminate this Agreement immediately by written notice to the other Parties if a Party commits a material breach of its obligations under this Agreement and (where the breach is capable of being remedied) that breach has not been remedied within thirty (30) days after the receipt of a written notice giving full particulars of the breach and requiring the other Party or Parties to remedy it.

Termination or expiry of this Agreement shall not affect any rights or obligations which may have accrued prior to such termination or expiry, including the Company’s obligation to pay the Charges for Services completed. The obligations of each Party set out in any Section intended to survive such termination or expiry, including this Section 4.11.4 and Sections 4.2 (Data Protection), 4.6 (Confidentiality), Section 4.13 (Governing Law) and Section 4.14 (Arbitration) shall continue in full force and effect notwithstanding termination or expiry of this Agreement.

In the case of discrepancies in this Agreement and its Schedules, the wording of the Schedules shall prevail.

This Agreement shall be governed by the substantive laws of Finland.

This Agreement has been executed in three (3) identical counterparts, one (1) for each Party.

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.