Browse EX-10 agreements

Retension Pharmaceuticals, Inc.

1104 West Broad Street,

Suite 1064

Falls Church, Virginia 22046

Eric Keller

VIA Email

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Re: Offer of Employment

Dear Eric:

On behalf of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to extend this offer of employment (this “Offer Letter”) for the full-time position of Chief Executive Officer of the Company as set forth herein.

This letter summarizes some of the important aspects of your proposed employment with the Company. Further information about the terms and conditions of your employment is available in the personnel policies and information that the Company has previously disseminated or may in the future disseminate from time to time. You are advised to review the policies and procedures contained in such materials at your earliest opportunity, and to become familiar with them.

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FORM OF AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of April 22, 2025, by and among Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule 2 hereto, each of whom is referred to herein as a “Key Holder”.

RECITALS

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WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of Series A Preferred Stock and possess information rights, rights of first offer and other rights pursuant to that certain Investors’ Rights Agreement, dated November 21, 2023, by and among the Company and such Existing Investors (the “Prior Agreement”);

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RETENSION PHARMACEUTICALS, INC.

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**CONSULTING AGREEMENT **

THIS CONSULTING AGREEMENT (the “Agreement”), made effective as of January 1, 2024 (the “Effective Date”), is by and between Retension Pharmaceuticals, Inc, a Delaware corporation with offices at 902 Turkey Run Road, McLean, VA 22101 and its successors, subsidiaries and affiliates (collectively, the “Company”), and Eric Keller (“Consultant”).

WITNESSETH

WHEREAS, the Company desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to the Company, all as hereinafter provided in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements hereinafter set forth, the Company and Consultant hereby agree as follows:

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Retension Pharmaceuticals, Inc.

1104 West Broad Street,

Suite 1064

Falls Church, Virginia 22046

30 March, 2026

Effective as of April 13, 2026

Alexander Schwartz

VIA Email

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	Re:	Offer of Employment

Dear Alex:

On behalf of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to extend this offer of employment (this “Offer Letter”) to you for the position of Chief Financial Officer of the Company, subject to approval by the board of directors. In this position, you will be reporting to the Chief Executive Officer of the Company.

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Retension Pharmaceuticals, Inc.

1104 West Broad Street,

Suite 1064

Falls Church, Virginia 22046

Effective as of February 23, 2026

Alison D. Schecter, MD

VIA Email

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	Re:	Offer of Employment

Dear Alison:

On behalf of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to extend this offer of employment (this “Offer Letter”) to you for the position of Chief Medical Officer of the Company. In this position, you will be reporting to the Chief Executive Officer of the Company.

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RETENSION PHARMACEUTICALS, INC.

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FIRST AMENDMENT TO RETENSION PHARMACEUTICALS, INC. 2024 STOCK INCENTIVE PLAN

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RECITALS

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A. On January 30, 2024, the Board of Directors (the “Board”) of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), adopted the Retension Pharmaceuticals, Inc. 2024 Stock Incentive Plan (the “Plan”).

B. Pursuant to Section 7(g) of the Plan, the Board may terminate, amend or modify the Plan or any portion thereof at any time.

C. The Board approved and adopted the following amendment to the Plan (the “First Amendment”) on May 2, 2024:

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AMENDMENT

**1. **Section 4 of the Plan is hereby amended and restated in its entirety as follows:

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Execution Version

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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[***] INDICATES THAT INFORMATION HAS BEEN REDACTED

SUBLICENSE AGREEMENT FOR KD-027

This SUBLICENSE AGREEMENT the (“Agreement”), effective as of November 17, 2023 (the “Effective Date”) is between

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Redux Therapeutics, LLC, a Massachusetts limited liability company having its principal office at 902 Turkey Run Road, McLean, VA 22101 (the “Company”); and

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Retension IP Holding Company, LLC, an affiliate of Company organized and existing as a limited liability company under the laws of Delaware, with offices at 902 Turkey Run Road, McLean, VA 22101 (“Licensee”).

Each of Company and Licensee is referred to herein as a “Party” and are referred to together as the “Parties.”

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Execution Version

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED

AMENDMENT 1 TO EXCLUSIVE SUB-LICENSE AGREEMENT FOR KD-026 AND KD-027

This AMENDMENT 1 (this *“Amendment”) *to the EXCLUSIVE SUB-LICENSE AGREEMENT dated as of February 13, 2019 (the *“Agreement”) *by and between Kadmon Corporation, LLC (f/k/a Kadmon Pharmaceuticals, LLC), a Delaware limited liability company with its principal office at 450 East 29th Street, New York, NY 10016 *(“Kadmon” *or *“Sublicensor”) *and Redux Therapeutics, LLC, a Massachusetts limited liability company having its principal office at 902 Turkey Run Road, McLean, VA 22101 *(“Redux”) is *is made and effective as of November 30, 2021 (the *“Effective Date”). *Kadmon and Redux each are referred to herein as a *“Party” *and are referred to together as the *-Parties.” *All defined terms not otherwise defined herein shall have

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RETENSION PHARMACEUTICALS, INC.

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**CONSULTING AGREEMENT **

THIS CONSULTING AGREEMENT (the “Agreement”), made effective as of January 1, 2024 (the “Effective Date”), is by and between Retension Pharmaceuticals, Inc, a Delaware corporation with offices at 902 Turkey Run Road, McLean, VA 22101 and its successors, subsidiaries and affiliates (collectively, the “Company”), and Paul Sweetnam (“Consultant”).

WITNESSETH

WHEREAS, the Company desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to the Company, all as hereinafter provided in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements hereinafter set forth, the Company and Consultant hereby agree as follows:

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RETENSION PHARMACEUTICALS, INC.

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SECOND AMENDMENT TO RETENSION PHARMACEUTICALS, INC. 2024 STOCK INCENTIVE PLAN

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RECITALS

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A. On January 30, 2024, the Board of Directors (the “Board”) of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), adopted the Retension Pharmaceuticals, Inc. 2024 Stock Incentive Plan (the “Plan”).

B. Pursuant to Section 7(g) of the Plan, the Board may terminate, amend or modify the Plan or any portion thereof at any time.

C. The Board approved and adopted the following amendment to the Plan (the “First Amendment”) on June 24, 2024:

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AMENDMENT

**1. **Section 4 of the Plan is hereby amended and restated in its entirety as follows:

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Execution Version

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED

AMENDMENT 2 TO EXCLUSIVE SUB-LICENSE AGREEMENT FOR KD-026 AND KD-027

This AMENDMENT 2 to the Exclusive Sub-License Agreement for KD-026 and KD-027 (the ***“Amendment”), ***by and among Kadmon Corporation, LLC (f/k/a Kadmon Pharmaceuticals, LLC), a Delaware limited liability company with its principal office at 450 East 29th Street, New York, NY 10016 ***(“Kadmon” ***or ***“Sublicensor”), ***Redux Therapeutics, LLC, a Massachusetts limited liability company having its principal office at 902 Turkey Run Road, McLean, VA 22101 ***(“Redux”), ***Response Pharmaceuticals, Inc., a Delaware corporation having its principal office at 902 Turkey Run Road, McLean, VA 22101 ***(“Response”), ***and Response IP Holding Company, LLC, a Delaware limited liability company having its principal office at 902 Turkey Run Road, McLean, VA 22101 **

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Execution Version

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

LICENSE AGREEMENT

This LICENSE AGREEMENT (the “Agreement”), is made and effective as of April 8, 2011 (the “Effective Date”) by Surface Logix, Inc., Inc, a Delaware corporation (“SLX”) and NT Life Sciences LLC, a Delaware limited liability company (“Licensee”) (each of SLX and Licensee being a “Party,” and collectively, the “Parties”).

BACKGROUND

A. WHEREAS, Licensee wishes to obtain a license from SLX under certain Licensed IP (as defined below) that SLX owns or has the right to license.

B. WHEREAS, SLX is willing to grant an exclusive worldwide license to Licensee under SLX’s rights in the Licensed IP on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and the covenants and premises contained herein, the parties therefore agree as follows:

Article 1
DEFINITIONS

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