Browse EX-10 agreements

THIRDAMENDMENT

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MASTER LABORATORY SERVICES AGREEMENT

This Third Amendment (“Amendment”) to the Master Laboratory Services Agreement dated March 16, 2020 (“Agreement”) is effective as of September 12, 2026 (“Amendment 3 Effective Date”), and is entered into by and between Ambry Genetics Corporation (“Ambry”), and Scipher Medicine Corporation (“Scipher”) (collectively referred to as the “Parties”).

The Parties now desire to amend the terms of the Agreement as more particularly set forth below:

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MASTER LABORATORY SERVICES AGREEMENT

**THIS MASTER LABORATORY SERVICES AGREEMENT **(the “Agreement”) is entered into as of March 16, 2020 (the “Effective Date”), between Ambry Genetics Corporation, a Delaware corporation, having a principal place of business at One Enterprise, Aliso Viejo, CA 92656 (“Ambry”) and Scipher Medicine Corporation, a Delaware Corporation, having a principal place of business at 260 Charles Street, Suite 301, Waltham, MA 02453 (“Scipher”). Ambry and Scipher may be referred to herein individually as a “Party” or collectively as the “Parties.”

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1. LABORATORY SERVICES

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AMENDMENT NO. 2

This Amendment No. 2 to the Master Laboratory Services Agreement (the “Amendment”) by and between Scipher Medicine Corporation (“Scipher”) and Ambry Genetics Corporation (“Ambry”) is effective as of April 1, 2025 (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, amended by Amendment No. 1 effective September 13, 2023,(collectively the “Agreement”) and now wish to modify such Agreement to revise its term.

AMENDMENT

The parties agree to amend the Agreement as follows:

1.  Section 8.2 (c) (Termination). Is deleted in entirety and replaced with the following:

The Parties agree that either Party may terminate the Agreement or any Statement of Work without cause at any time by providing forty-five (45) days’ written notice to the other Party.

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FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [   ], 2026, is entered into by and among Snowdrift Parent Corporation, a Delaware corporation (the “Chemomab Parent”), Chemomab Therapeutics Ltd., an Israeli company and the parent company of the Company (“Chemomab”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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***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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SECURITIES TRANSFER AGREEMENT

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This Securities Transfer Agreement (this “Agreement”) is effective September 23, 2026 (“Effective Date”) by and between Elevation Group Sponsor LLC, a Delaware limited liability company (the “Transferor”) and Christina Favilla (the “Transferee”).

RECITALS

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WHEREAS, the Transferor desires to transfer 60,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”) of Elevation Acquisition Group Inc. (the “Company”) to the Transferee in connection with the Transferee’s acceptance of the Company’s offer to serve (“Acceptance to Serve”) as a member of the Board of Directors in connection with the Company’s IPO; and

WHEREAS, the Company and the Transferee are parties to that certain Offer Letter dated September 23, 2026 (the “Offer Letter”).

NOW, THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as follows:

1.	Transfer of the Securities.

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Elevation Acquisition Group Inc.

19505 Biscayne Blvd, Suite 2350

Aventura, FL 33180

September 23, 2026

Christina Favilla

32602 Durham Court

Lewes DE 19958

Re:	Director Offer Letter

Dear Christina:

Elevation Acquisition Group Inc. (the “Company”), a Cayman Islands exempted company, is impressed with your credentials and, subject to the (i) approval of the Company’s Board of Directors (the “Board”) prior to the consummation of the Company’s initial public offering of its securities (the “IPO”), (ii) receipt of a complete Director and Officer Questionnaire, and (iii) receipt of a background check satisfactory to the Board, to be determined in its sole discretion, the Company wishes to offer you a position as a member of the Board of the Company.

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