Browse EX-10 agreements

***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) of the type that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[…***…]”) in this exhibit.***

AMENDMENT NO. 1 TO SPONSORED RESEARCH AGREEMENT

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This AMENDMENT (this “Amendment”) is made as of June 10, 2024

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(Amendment No. 1 “Effective Date”) by and between:

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Northeastern University, a non-profit, institution of higher education duly organized and existing under the laws of the Commonwealth of Massachusetts and having a principal place of business located at 360 Huntington Avenue, Boston, Massachusetts 02115 (“University”); and

**Scipher Medicine Corporation, **a for-profit corporation organized under the laws of the State of Delaware having a principal place of business at 500 Totten Pond Rd, 6th Floor, Waltham, MA 02451 (“Sponsor”).

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FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

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THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), is entered into by and between [CHEMOMAB PARENT], a Delaware corporation (“Parent”), [RIGHTS AGENT] (the “Rights Agent”) and [●], in [her/his] capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”).

RECITALS

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WHEREAS, [Parent is a party to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of [●], 2026, by and among, Chemomab Therapeutics Ltd., an Israeli company (“Chemomab”), Parent, [MERGER SUB], [DOMESTICATION MERGER SUB], and Scipher Medicine Corporation];

WHEREAS, pursuant to the Merger Agreement, Parent has agreed to provide to the Holders (as defined below) the contingent value rights as hereinafter described;

WHEREAS, the Rights Agent is willing to act in connection with the issuance, transfer, exchange and payment of such CVRs as provided herein;

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FORM OF LOCK-UP AGREEMENT

July 7, 2026

Ladies and Gentlemen:

The undersigned signatory (the “Stockholder”) of this lock-up agreement (this “Agreement”) understands that: (i) CHEMOMAB THERAPEUTICS LTD., an Israeli company (“Chemomab”), SNOWDRIFT PARENT CORPORATION, a Delaware corporation and a wholly owned subsidiary of Chemomab (“Chemomab Parent”), SNOWDRIFT SUB CORP., a Delaware corporation and wholly owned subsidiary of Chemomab Parent (“Merger Sub”), ELDERWOOD LTD., an Israeli company and a wholly owned subsidiary of Chemomab Parent (“Domestication Merger Sub”), and SCIPHER MEDICINE CORPORATION, a Delaware corporation (the “Company”), propose to enter into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”) which provides, among other things, for the Domestication pursuant to which Chemomab would become a wholly owned, direct subsidiary of Chemomab Parent and Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation (the “**Merge

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AMENDMENT NO. 1

This Amendment No. 1 to the Master Laboratory Services Agreement (the “Amendment”) by and between Scipher Medicine Corporation (“Company”) and Ambry Genetics Corporation (“Ambry”) is effective as of September 13, 2023 (the “Amendment Effective Date”). Terms used but not defined in this Amendment will have the meanings assigned to them in the Agreement.

PURPOSE

The parties entered into the Master Laboratory Services Agreement (the “Agreement”) effective March 16, 2020 (the “Agreement”) and now wish to modify such Agreement to revise its term.

AMENDMENT

The parties agree to amend the Agreement as follows:

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AMENDMENT NO. 2 TO SPONSORED RESEARCH AGREEMENT

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This AMENDMENT (this “Amendment”) is made as of October 22, 2024

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(Amendment No. 2 “Effective Date”) by and between:

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Northeastern University, a non-profit, institution of higher education duly organized and existing under the laws of the Commonwealth of Massachusetts and having a principal place of business located at 360 Huntington Avenue, Boston, Massachusetts 02115 (“University”); and

**Scipher Medicine Corporation, **a for-profit corporation organized under the laws of the State of Delaware having a principal place of business at 500 Totten Pond Rd, 6th Floor, Waltham, MA 02451 (“Sponsor”).

WHEREAS, University and Sponsor are parties to a Sponsored Research Agreement, dated 23rd day of August, 2021, and amended 10th day of June, 2024 (collectively the “Agreement”); and

WHEREAS, the parties have determined that the research and funding contemplated in the Agreement shall continue as amended herein;

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Exhibit 10.17

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UNIVERSITY – INDUSTRY

SPONSORED RESEARCH AGREEMENT

**THIS SPONSORED RESEARCH AGREEMENT **(the “Agreement”), effective this 23 day of August, 2021 (“Effective Date”) is made by and between Northeastern University, a non-profit institution of higher education, being duly organized under the laws of the Commonwealth of Massachusetts, and having a principal place of business at 360 Huntington Avenue, Boston, Massachusetts 02115 (hereinafter referred to as “University”) and, Scipher Medicine Corporation, a Delaware for-profit corporation having its principal place of business at 221 Crescent Street, Suite 103A, Waltham, MA 02453 (hereinafter referred to as “Sponsor”). Each of University and Sponsor shall be referred to individually as a “Party”, and collectively as the “Parties”.

RECITALS:

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EXHIBIT 10.44

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of the Start Date (as defined below) by and between Christopher Aker (the “Executive”) and Ambros Therapeutics, Inc. (the “Company”).

The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive’s services, performed personally by Executive, to the Company; and

Executive wishes to be employed by the Company and provide services to be performed personally by Executive and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.            Employment by the Company.

1.1         Position. Subject to the terms set forth herein, the Company agrees to employ Executive initially in the position of General Counsel, and Executive hereby accepts such employment.

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EXHIBIT 10.47

May 31, 2026

Michael Cruse

Via Email

Re:	Separation Agreement

Dear Mike:

This letter sets forth the substance of the separation agreement (the “Agreement”) which Ambros Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition.

1.        Separation Date.  Your last day of work with the Company and your employment termination date will be May 31, 2026 (the “Separation Date”).  Between the date of this Agreement and your Separation Date, you will be expected to perform your regular job duties and such other duties as may be assigned to you by the Company’s Chief Executive Officer.

2.          Accrued Salary.  On the Separation Date, the Company will pay you all accrued salary and all accrued and unused PTO earned through the Separation Date, subject to standard payroll deductions and withholdings. You acknowledge that you will receive these payments regardless of whether or not you execute this Agreement.

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EXHIBIT 10.35

AMBROS THERAPEUTICS, INC.

2024 EQUITY INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: September 9, 2024

APPROVED BY THE STOCKHOLDERS: September 9, 2024

AMENDED BY THE BOARD OF DIRECTORS: September 30, 2025

APPROVED BY THE STOCKHOLDERS: September 30, 2025

AMENDED BY THE BOARD OF DIRECTORS: April 20, 2026

APPROVED BY THE STOCKHOLDERS: April 23, 2026

AMENDED BY THE BOARD OF DIRECTORS: July 30, 2026

APPROVED BY THE STOCKHOLDERS: August 5, 2026

TERMINATION DATE: September 9, 2034

1.           General.

(a)         Eligible Stock Award Recipients.  Employees, Directors and Consultants are eligible to receive Stock Awards.

(b)         Available Stock Awards.  The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards.

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EXHIBIT 10.48

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of the Start Date (as defined below) by and between Cris Calsada (the “Executive”) and Ambros Therapeutics, Inc. (the “Company”).

The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive’s  services, performed personally by Executive, to the Company; and

Executive wishes to be employed by the Company and provide services to be performed personally by Executive and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.          Employment by the Company.

1.1        Position.  Subject to the terms set forth herein, the Company agrees to employ Executive initially in the position of Chief Financial Officer, and Executive hereby accepts such employment.

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EXHIBIT 10.42

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of the Start Date (as defined below) by and between Joseph P. Hagan (the “Executive”) and Ambros Therapeutics, Inc. (the “Company”).

The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive’s services, performed personally by Executive, to the Company; and

Executive wishes to be employed by the Company and provide services to be performed personally by Executive and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.           Employment by the Company.

1.1       Position. Subject to the terms set forth herein, the Company agrees to employ Executive initially in the position of Chief Executive Officer, and Executive hereby accepts such employment.

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EXHIBIT 10.52

LEASE

BETWEEN

LA JOLLA EASTGATE LLC

AND

AMBROS THERAPEUTICS, INC.

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LEASE

(Short Form)

THIS LEASE is made as of July 28, 2026, by and between LA JOLLA EASTGATE LLC, a Delaware limited liability company (“Landlord”) and AMBROS THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

ARTICLE 1.  BASIC LEASE PROVISIONS

Each reference in this Lease to the “Basic Lease Provisions” means and refers to the following collective terms, the application of which is governed by the provisions in the remaining Articles of this Lease.

1.	Tenant’s Trade Name: Ambros Therapeutics

2.	Premises: Suite No. 100

Building:       4435 Eastgate Mall, San Diego, California 92121

Project:          La Jolla Reserve

(The Premises are more particularly described in Section 2.1.)

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