Pill Tracker Supplemental Task Order, dated November 15, 2021

Exhibit 10.46

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SUPPLEMENTAL TASK ORDER

For

Custom Interface Buildout and Clinical Study Preparation

This Supplemental Task Order (STO) is entered into on November 15, 2021, pursuant to a Master Services Agreement, dated April 1, 2020 (the "MSA"), and its appended Statement of Work (SOW 1), dated April 1, 2020 between NeuroRx, Inc. (“NeuroRx”, now a subsidiary of NRx Pharmaceuticals, Inc.) and PillTracker Ltd. (“PillTracker”). The terms and conditions of the MSA are incorporated into this Statement of Work by reference. This SOW supersedes any prior quotes for work related to the pre-trial preparation and software-interface buildout for the AVICOVID-2 ZYESAMI® clinical trial and any related, future, US-based clinical development of ZYESAMI®.

The scope of work outlined below focuses on study preparation and custom, software interface buildout of a connected medication adherence and patient-monitoring platform to support participants of the AVICOVID-2 clinical trial of inhaled ZYESAMI® in the United States of America, and future studies of ZYESAMI® with compatible protocol designs. Therefore, all costs and delivery estimates described below are based on supporting the US-based AVICOVID clinical development program, as outlined in Price Quote ZYS-0003 (Appendix 1). They do not include additional deployments to other countries, or accommodations for changes to the existing protocol design. PillTracker will provide the following services as a platform for in-patient and out-patient protocols:

Features:

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discharged prior to day 28 the site will input the data on the tablet or provide a paper copy for transcription. Alternatively, patients may take the tablet home and input data there.

A Quality Management System has been developed and will accompany the deployment of the PillTracker Software Platform. The QMS includes

o    Testing is still in process and included in the setup of PillTracker's platform as "design verification."

NeuroRx and PillTracker will execute a Quality Agreement in compliance NeuroRx's Quality management Policies prior to deployment in any study.

Preliminary work began for this STO in October 2021. All study setup is scheduled to be complete within 8-10 weeks from execution of this SOW. A detailed delivery schedule is available in Appendix 3 and includes the following updates to PillTracker's platform for setup:

PillTracker is not financially responsible for delays due to any third parties outside its control, nor delays due to changes in the clinical trial design or schedule, delays in transportation, etc. If NeuroRx replaces any vendors or platforms, the delivery timeline may be delayed

Total cost of study preparation and custom interface buildout is $  [****]

Ongoing Program Management to support the study, total is $  [****]

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Setup of a tech-support helpdesk, training materials and anything else needed by clinical trial sites, study coordinators and participants.

PillTracker will manage the delivery of the above with a 3^rd party vendor, [****] Group, and in collaboration with the appointed CRO (Prevail infoWorks) and NeuroRx.

PillTracker will directly pay [****] for activities that it will directly supervise, excluded are transportation and local duties.

Cost of this service is $       [****], as quoted in Appendix 2, and is optional additional work which can be activated at NeuroRx’s written request.

Service can be activated via purchase order, supplemental task order or in writing via email. Service can be managed via passthrough cost or directly between NeuroRx and the 3^rd-party vendor.

Pre-study Procurement and Staging

Deployment, staging and preparation of all hardware and related support services, including:

Devices will be ordered separately. All pricing is quoted in ZYS-0003 and provided in Appendix 2. Devices required for purchase, separately, include:

Oxitone 1000M pulse oximeters must be purchased via passthrough due to software integration and setup requirements

PillTracker Hub and Pocket Neb can be purchased passthrough via PillTracker or via direct order with supplier.

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Total Project Costs

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FEES & PAYMENT SCHEDULE

Custom Buildout and Study Preparation:

$       [****] already paid

$       [****] upon execution of this agreement

$       [****] upon 50% completion, marked by commencement of design verification process

$       [****] upon completion of interface buildout and design verification

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-   Optional   -

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If [****] is activated

$.       [****] paid as passthrough cost, upon receipt of invoice from [****]

Program Management

Upon initiation of study, the following services are due as a fee-for service, invoiced monthly, in advance of service, as follows:

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[****] Pass-Through Costs for devices to be paid upon receipt of invoice and supporting documentation.

Signatory Authority. Each individual executing this SOW on behalf of a Party warrants that: (a) he or she has read the MSA and this SOW, (b) he or she has authority to sign this SOW and to bind the represented Party to this Agreement, and (c) all necessary corporate and legal action to authorize such signing has been obtained.

Agreed to and Accepted By:

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Appendix 1: Price Quote ZYS-0002

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BUDGET

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Appendix 2: [****] 3PL Services

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Appendix 3: Study Setup Final Delivery Schedule

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