Browse EX-10 agreements

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

BIOLOGICS MASTER SERVICES AGREEMENT

This Biologics Master Services Agreement (this “Agreement”) is dated and effective as of December 12, 2024 (the “Effective Date”) and is between KORSA Biosciences, Inc., a Delaware corporation, with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“Client”) and WuXi Biologics (Hong Kong) Limited, with its registered address at Flat/RM826, 8/F Ocean Centre Harbour City, 5 Canton Road TST, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”

 

A.

Client discovers and develops biologics.

 

B.

Provider coordinates the biologics development and manufacturing services, including those provided by certain affiliated operating companies.

 

C.

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

AMENDMENT NO. 1 TO THE CELL LINE LICENSE AGREEMENT

THIS AMENDMENT NO. 1 TO THE CELL LINE LICENSE AGREEMENT (“Amendment”), effective as of March 2, 2026 (the “Amendment Effective Date”), is entered into and made by and between WuXi Biologics Ireland Limited, having an address at Dundalk Science & Technology Park, Mullagharlin, Dundalk, Co Louth A91 X56F, Ireland (“WuXi Biologics”), and Korsana Biosciences, Inc., having its principal place of business at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

ANTIBODY DISCOVERY AND OPTION AGREEMENT

THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of September 5, 2025 (the “Effective Date”), by and among Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Parasa Holding LLC, a Delaware limited liability company (“Parasa”) and Korsa Biosciences, Inc., a Delaware corporation (“Korsa”). Paragon, Parasa and Korsa are also referred to herein individually as a “Party”, or collectively as the “Parties.”

RECITALS

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

CELL LINE LICENSE AGREEMENT

This Cell Line License Agreement (“Agreement”), effective as of December 2, 2024 (“EFFECTIVE DATE”), is entered and made by and between WuXi Biologics Ireland Limited, having an address at Dundalk Science & Technology Park, Mullagharlin, Dundalk, Co Louth A91 X56F, Ireland (collectively, “WuXi Biologics”) and KORSA Biosciences, Inc. a Delaware corporation, with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

The Parties agree as follows:

 

1.

Definitions

 

 

1.1

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

 

 

 

To:

Korsana Biosciences, Inc.

221 Crescent Street, Building 23, Suite 105

Waltham, MA 02453

Attn: Jonathan Violin, CEO

 

 

RE:

AOC Research Letter Agreement

April 3, 2026

Dear Jonathan,

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OPEN WORLD INC.

AMENDMENT TO CONSULTING AGREEMENT

 

This Amendment to Consulting Agreement (this “Amendment”) is entered into on the date last set forth on the signature page hereto, by and between Open World Inc., a Cayman Islands exempted company (the “Company”), GM Consulting Group Inc., a Delaware company (“Consultant”), effective January 1, 2026. Gerard Hernandez, an individual (the “Key Person”), is the sole shareholder and owner of Consultant and is the designated individual responsible for personally performing all Services on behalf of Consultant under the Consulting Agreement. Terms used but not otherwise defined shall have the meaning ascribed in the Consulting Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Company and the Consultant entered into that certain Consulting Agreement, dated August 24, 2024 (the “Consulting Agreement”), pursuant to which the Consultant agreed to perform services as described in the statement of work attached to the Consulting Agreement as Exhibit A (the “Statement of Work”).

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EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”) is entered into on the date last set forth on the signature page hereto, by and between Open World Inc., a Cayman Islands exempted company (“Employer”) and Matthew Ian Shaw (the “Executive”), effective as of January 1, 2026 (the “Effective Date”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement.

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ l ], 2026, is made and entered into by and among VerifyMe, Inc., a Nevada corporation (the “Parent”), and the Persons set forth on Schedule I hereto (collectively, the “Company Holders” and, collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).

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OPEN WORLD INC.

AMENDMENT TO CONSULTING AGREEMENT

 

This Amendment to Consulting Agreement (this “Amendment”) is entered into on the date last set forth on the signature page hereto, by and between Open World Inc., a Cayman Islands exempted company (the “Company”) and Russel McMeekin, an individual (“Consultant”), effective January 1, 2026. Terms used but not otherwise defined shall have the meaning ascribed in the Consulting Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Company and the Consultant entered into that certain Consulting Agreement, dated August 1, 2025 (the “Consulting Agreement”), pursuant to which the Consultant agreed to perform services as described in the statement of work attached to the Consulting Agreement as Exhibit A (the “Statement of Work”).

 

WHEREAS, the Company and the Consultant wish to amend the Consulting Agreement as set forth below.

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Execution Copy

LEASE

1030 MASSACHUSETTS AVENUE

CAMBRIDGE, MASSACHUSETTS

CAMBRIDGE 1030 MASS AVE, LLC

a Delaware limited liability company

as Landlord,

and

OBSIDIAN THERAPEUTICS, INC.

a Delaware corporation

as Tenant.

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Table of Contents

				Page
1.		PREMISES, BUILDING, PROJECT, AND COMMON AREAS			10
1.1		Premises, Building, Project and Common Areas			10
1.2		Stipulation of Rentable Square Feet of Premises			10
2.		LEASE TERM; OPTION TERM			11
2.1		Lease Term			11
2.2		Option Term.			11
3.		BASE RENT			13
4.		ADDITIONAL RENT			13
4.1		General Terms			13
4.2		Definitions of Key Terms Relating to Additional Rent			13
4.3		Intentionally Omitted			13
4.4		Calculation and Payment of Additional Rent			17

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 14, 2026, by and among Galera Therapeutics, Inc., a Delaware corporation (the “Company”), Gazelle Parent, Inc., a Delaware corporation (“Parent”) (solely with respect to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.33 and 5.12 hereof), Obsidian Therapeutics, Inc., a Delaware corporation (“Obsidian”) (solely with respect to Section 5.3 hereof), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2026, is entered into by and among Galera Therapeutics, Inc., a Delaware corporation, Gazelle Parent, Inc., a Delaware corporation (“Parent”), 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 Company and the Investors party thereto, dated on or around the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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