Browse EX-10 agreements

EXCHANGECO

FORM OF EXCHANGEABLE SHARE TERMS

The Exchangeable Shares shall have the following rights, privileges, restrictions and conditions:

1.	Interpretation

For the purposes of these share provisions:

“affiliate” has the meaning ascribed thereto in National Instrument 45-106 - Prospectus Exemptions, as amended.

“Agency” means any domestic or foreign court, tribunal, federal, state, provincial or local government or governmental agency, department or authority or other regulatory authority (including the Principal Exchange) or administrative agency or commission (including the Securities Commissions and the SEC) or any elected or appointed public official.

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Exhibit 10.29

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•] between Remix Therapeutics, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as officers and directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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Exhibit 10.26

Execution Version

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

This Convertible Promissory Note Purchase Agreement (“Agreement”) is entered into as of June 24, 2026, by and among Remix Therapeutics, Inc., a Delaware corporation (the “Company”), and the lenders (each individually, a “Lender”, and collectively, the “Lenders” named on the Schedule of Lenders attached hereto as Exhibit A (the “Schedule of Lenders”) and any additional Lenders who become party hereto.  The Company and the Lenders may be referred to herein individually as a “Party” and, collectively, as the “Parties”.  Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

WHEREAS, the Parties wish to provide for the sale and issuance of Notes, as defined below, to the Lenders by the Company in return for the provision by the Lenders of the loan amounts to the Company as set forth for each Lender on the Schedule of Lenders; and

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Exhibit 10.33

REMIX THERAPEUTICS INC.

Aug 1, 2019

Dear Peter:

Remix Therapeutics Inc. (the “Company”), is pleased to offer you employment on the following terms:

1.            Position.  Your title will be President and Chief Scientific Officer, and you will report to the Company’s Board of Directors (the “Board”).  This is a full-time position.  You will undertake to perform, to the best of your ability, all the work related to the Company’s business that can reasonably be assigned to you by or on behalf of the Company consistent with this position.  You will act in accordance with the instructions to be given to you by the Board.  While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) without the prior consent of the Board and under no circumstances will you engage in activities that would create a conflict of interest with the Company.  For the avoidance of doubt, the Company agrees that you may continue (i) in a consulting or advisory board capacity with Rodin Therapeu

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Exhibit 10.31

REMIX THERAPEUTICS INC.

2019 STOCK PLAN

ADOPTED ON JULY 26, 2019

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TABLE OF CONTENTS

Page

SECTION 1.		ESTABLISHMENT AND PURPOSE	1
SECTION 2.		ADMINISTRATION	1
	(a)	Committees of the Board of Directors	1
	(b)	Authority of the Board of Directors	1
SECTION 3.		ELIGIBILITY	1
	(a)	General Rule	1
	(b)	Ten‑Percent Stockholders	1

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Exhibit 10.34

Remix Therapeutics, Inc.

400 Technology Square

Cambridge, MA  02139

August 3rd, 2020

Dear Heather:

Remix Therapeutics, Inc.  (the “Company”) is pleased to offer you employment on the following terms:

1.          Position.  Your initial title will be Chief Business Officer/Chief Operating Officer, and you will initially report to Peter Smith, the Company’s President and Chief Scientific Officer.  This is a full-time position.  You are required to relocate to, and maintain a residence in, the greater Boston area.  While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full‑time or part-time) without the Company’s prior written consent.  By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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Exhibit 10.35

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

TEMPUS

Master Agreement

This Master Agreement (the “Agreement”) is entered into by and between Tempus Labs, Inc., with its principal place of business at 600 West Chicago Ave., Suite 510, Chicago, IL 60654 (on behalf of itself and its affiliates, “Tempus”) and Remix Therapeutics Inc., with its principal place of business at 100 Forge Road, Watertown MA 02472 (“Client”). Tempus and Client are each individually a “Party” and are collectively the “Parties.”

Background

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Exhibit 10.30

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10) (iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

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*
*

LEASE

From

100 FORGE HOLDING LLC,

Landlord

To

REMIX THERAPEUTICS INC.,

Tenant

100 Forge Road, Watertown, Massachusetts

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TABLE OF CONTENTS

Page

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Exhibit 10.32

REMIX THERAPEUTICS, INC.

25th July 2019

PERSONAL AND CONFIDENTIAL

Dear Dominic

Remix Therapeutics, Inc. (the “Company”) is pleased to offer you the full-time position of Vice President.  We are excited about the prospect of you joining our team, and look forward to the addition of your professionalism and experience to help the Company achieve its goals.  As a full-time employee, you are expected to devote your full time and best efforts to the Company, and you may not engage in outside business activities without the Company’s prior written consent.  Notwithstanding the foregoing, the Company acknowledges that, in the first year of your employment, you may engage in consulting or other business activities for other portfolio companies of Atlas Ventures (“Atlas”) up to a maximum of 25% of your business time, with the prior agreement of the Chief Scientific Officer.

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Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO TREELINE BIOSCIENCES, INC. IF PUBLICLY DISCLOSED.

DATED          20 May          2022

(1)          CRT PIONEER FUND LP

AND

(2)          TREELINE BIOSCIENCES, INC.

LICENCE AGREEMENT

1

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THIS AGREEMENT is made the 20th day of May 2022

BETWEEN:

| | |

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Exhibit 10.3

AMENDED AND RESTATED THIRD AMENDMENT TO LEASE

THIS AMENDED AND RESTATED THIRD AMENDMENT TO LEASE AMENDS, RESTATES AND SUPERSEDES IN ITS ENTIRETY THAT CERTAIN THIRD AMENDMENT TO LEASE DATED MAY 10, 2024, BY AND BETWEEN LANDLORD AND TENANT.

THIS AMENDED AND RESTATED THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of May 23, 2024, by and between ARE-500 ARSENAL STREET, LLC, a Delaware limited liability company (“Landlord”), and TREELINE BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

RECITALS

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Exhibit 10.2

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO TREELINE BIOSCIENCES, INC. IF PUBLICLY DISCLOSED.

EXCLUSIVE LICENSE AGREEMENT

This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of February 9, 2023 (the “Effective Date”), by and between TREELINE BIOSCIENCES, INC., a Delaware corporation with an office at 677 Washington Blvd., Ste 525, Stamford, Connecticut 06901, U.S.A. (“Treeline”) and JIANGSU HENGRUI PHARMACEUTICALS CO., LTD., a Chinese corporation with offices at 7 Kunlunshan Road, Economy and Technology Development Zone, Lianyungang, Jiangsu, P.R.C. (“Hengrui”). Treeline and Hengrui are referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Treeline is a pharmaceutical company in the business of developing and commercializing therapeutic products;

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