Browse EX-10 agreements

**Exhibit 10.11 **

**LICENSE AGREEMENT **

This LICENSE AGREEMENT****** (this “Agreement”) is entered into as of April 23, 2025 (the “Effective Date**”), by and between Caldera Therapeutics, Inc., a Delaware corporation with a business address at 300 Technology Square, 8th Floor, Cambridge, MA 02139, U.S.A. (“Licensee”), and** QYUNS**** THERAPEUTICS CO., LTD., a *Chinese company with an address at No.907 Yaocheng Avenue, Taizhou, Jiangsu, China (“Qyuns”). Qyuns and Licensee are referred to in this Agreement individually as a “Party” and collectively as the “Parties.*”

**BACKGROUND **

WHEREAS, Qyuns is willing to grant to Licensee, and Licensee is willing to accept, under certain intellectual property owned or controlled by Qyuns, an exclusive, worldwide license to develop and commercialize the Licensed Products (as defined herein) all on the terms and conditions herein.

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e**xhibit 10.16**

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License Agreement

This License Agreement (this “Agreement”), dated as of July 14, 2025 (the “Effective Date”), is by and between PrimeGen Biotech LLC, a Delaware limited liability company, having its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Licensor”), and PrimeGen US, Inc., a Delaware corporation, having its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).

RECITALS

WHEREAS, substantially simultaneously with the execution of this Agreement, Licensee and Licensor are entering into that certain Patent and Technology Assignment Agreement, dated as of even date herewith (the “Assignment Agreement”);

WHEREAS, Licensee is a biotechnology company engaged in the business of developing and commercializing novel stem cell and related therapies; and

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INTERCOMPANY TRADEMARK LICENSE AGREEMENT

This Intercompany Trademark License Agreement (this “Agreement”), dated as of January 1, 2025 (the “Effective Date”), is by and between PrimeGen Biotech LLC, a Delaware limited liability company (“Licensor”) and PrimeGen US, Inc., a Delaware corporation (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).

WHEREAS, Licensor and Licensee are affiliated companies and Licensee is engaged in the business of research, manufacturing, and distribution of stem cells (the “Business”);

WHEREAS, Licensor owns the standard and special character marks “PrimeGen” (the “Licensed Marks”) under common law or otherwise; and

WHEREAS, Licensee wishes to use the Licensed Marks, and Licensor is willing to grant to Licensee a license to use the Licensed Marks, to facilitate Licensee’s conduct of the Business.

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FULFILLMENT CENTER SERVICE AGREEMENT

THIS FULFILLMENT CENTER SERVICE AGREEMENT (the “Agreement”) is made and entered into as of January 28, 2026 (the “Effective Date”), by and between:

PRIMEGEN US INC, a corporation organized and existing under the laws of DELAWARE, with its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Client”), AND J R RAPID PRINT INC, a corporation organized and existing under the laws of CALIFORNIA, with its principal place of business at 909A S. Cucamonga Ave., Suite A-104, Ontario, CA 91761 (or such other address as notified to Client from time to time) (“Provider”).

1. SCOPE OF SERVICES

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MARKETING SUPPORT SERVICE AGREEMENT

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THIS MARKETING SUPPORT SERVICE AGREEMENT (the “Agreement”) is made and entered into as of January 28, 2026 (the “Effective Date”), by and between:

PRIMEGEN US INC., a corporation organized and existing under the laws of DELAWARE, with its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Client”), AND POLITE SOCIETY ENTERPRISES INC, a corporation organized and existing under the laws of CALIFORNIA, with its principal place of business at 909A S. Cucamonga Ave., Suite A-104, Ontario, CA 91761 (or such other address as notified to Client from time to time) (“Consultant”).

1. SCOPE OF SERVICES

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AMENDMENT NO. 1 TO INTERCOMPANY TRADEMARK LICENSE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of December 31, 2025, is by and between PrimeGen Biotech LLC (“Licensor”) and PrimeGen US, Inc. (“Licensee”).

WHEREAS, the Parties entered into that certain Intercompany Trademark License Agreement dated as of January 1, 2025 (the “Agreement”); and

WHEREAS, the Parties desire to extend the Term of the Agreement.

NOW, THEREFORE, the Parties agree as follows:

1. Term Extension. Section 7.1 of the Agreement is hereby amended to extend the Term through December 31, 2026.

2. Payment. Within six (6) months of the date of this Amendment, Licensee shall pay to Licensor a one-time flat fee royalty of One Hundred Dollars ($100) for the extended Term.

3. Effect. Except as expressly modified herein, all terms and conditions of the Agreement remain in full force and effect.

4. Governing Law. This Amendment is governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

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E**xhibit 10.15**

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Subordination and non-disturbance Agreement

This Subordination and Non-Disturbance Agreement (this “Agreement”), dated as of July 14, 2025 (the “Effective Date”), is by and among PrimeGen US, Inc., a Delaware corporation, having its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Licensee”), PrimeGen Biotech LLC, a Delaware limited liability company, having its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Licensor”), and Stem Med Scientific Inc, a California corporation, having its principal place of business at 909 S. Cucamonga Ave., Suite A104, Ontario, CA 91761 (“Lender”).

RECITALS

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SEQUENCE BY ALLOY PROPERTIES

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LEASE

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This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between ARGON PROPCO 2021, LLC, a Delaware limited liability company (“Landlord”), and AGILITY ROBOTICS, INC., a Delaware corporation (“Tenant”).

SUMMARY OF BASIC LEASE INFORMATION

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MILL CREEK CORPORATE CENTER

L E A S E

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BY AND BETWEEN

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PACIFIC REALTY ASSOCIATES, L.P.****,

a Delaware limited partnership

AND

AGILITY ROBOTICS, INC.,

a Delaware corporation

Table of Contents

1.	Basic Lease Terms	1
2.	Delivery of Possession and Commencement; Landlord’s Work; Tenant Improvements	3
3.	Lease Term; Early Entry	4
4.	Rent Payment	5
5.	Security Deposit; Letter of Credit	5
6.	Use of the Premises; Hazardous Substances	8

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**CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE SLATE MEDICINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. **

**LICENSE AGREEMENT **

**BETWEEN **

**DARTSBIO PHARMACEUTICALS LTD. **

**AND **

**SLATE MEDICINES, INC. **

**February 16, 2026 **

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**TABLE OF CONTENTS **

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ARTICLE 1 DEFINITIONS		** **	1	** **

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**CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE SLATE MEDICINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. **

**FIRST AMENDMENT TO LICENSE AGREEMENT **

This First Amendment (this “First Amendment”) to that certain License Agreement dated as of February 16, 2026 (the “Agreement”) by and between DARTSBIO PHARMACEUTICALS LTD.,** **a corporation organized and existing under the laws of People’s Republic of China and having a place of business at Third Floor, East Sanwei GMP Building 3, Cuihai Ave, Cuiheng New District Zongshan City, Guangdong Province, China (“Dartsbio”), and SLATE MEDICINES, INC., a corporation organized and existing under the laws of Delaware and having a place of business at c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston, MA 02116 USA (“Slate Medicines”) is dated as of August 11, 2026 (the “First Amendment Effective Date”). Slate Medicines and Dartsbio are sometimes referred to herein i

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**EMPLOYMENT AGREEMENT **

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on April 7, 2026 (the “Effective Date”) by and between Gregory Oakes (the “Executive”) and Slate Medicines, Inc. (the “Company”).

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

Executive wishes to be employed by the Company and provide personal services 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. **

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