Browse EX-10 agreements

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Exhibit 10.12

All provisions are subject to addition, elimination or revision by either Party. All provisions, communications and discussions are tentative until execution of a written agreement by both Parties.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

EXCLUSIVE LICENSE AGREEMENT AGT. NO. A2024-0103

This Exclusive License Agreement (the “Agreement”) is made this 30th day of October, 2023 (the “Effective Date”) by and between the Ohio State Innovation Foundation, with an address at 1524 North High Street, Columbus, OH 43201 (hereinafter, “OSIF”) and City Therapeutics, Inc., with an address at 188 E. Blaine St., Suite 125, Seattle, WA 98102 (hereinafter, “Licensee”); collectively, “Parties”, or singly, “Party”.

WHEREAS, OSIF, the technology transfer function for The Ohio State University (“OSU”), owns, controls or has the right to license the Patent Rights;

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LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made this 19 day of December, 2023 (the “Effective Date”), between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (“Landlord”), and CITY THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

BASIC LEASE PROVISIONS

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Exhibit 10.11

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS
BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT
TREATS AS PRIVATE OR CONFIDENTIAL.

RESEARCH COLLABORATION AND LICENSE AGREEMENT

between

CITY THERAPEUTICS, INC.

and

BAUSCH + LOMB IRELAND LIMITED

July 8, 2024

RESEARCH COLLABORATION AND LICENSE AGREEMENT

This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of July 8, 2024 (the “Effective Date”), by and between CITY THERAPEUTICS, INC., a Delaware corporation with a place of business at 399 Binney Street, Cambridge, MA 02142 (“City”), and Bausch + Lomb Ireland Limited, a corporation organized under the laws of Ireland, having offices at 3013 Lake Drive, Citywest Business Campus, Dublin 24, Ireland (“B+L”). In this Agreement, B+L and City are collectively referred to as the “Parties” and each individually as a “Party”.

RECITALS

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Exhibit 10.1

City Therapeutics, Inc.

2023 Stock Plan

Adopted on July 17, 2023

TABLE OF CONTENTS

Page

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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

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***FORWARD PURCHASE AGREEMENT ***

This Forward Purchase Agreement (this “Agreement”) is entered into as of    , 2026, by and between Fraizer Life Sciences Acquisition Corp. II, an exempted company with limited liability under the laws of the Cayman Islands (the “Company”), and Frazier Life Sciences Public Fund, L.P., a Delaware limited partnership (the “Purchaser”).

WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);

WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of 7,500,000 Class A ordinary shares, par value $0.0001 per share (the “Class*** A Shares*”, and the Class A Shares sold in the IPO, the “Public Shares”) at a price of $10.00 per Public Share;

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, 2026

Frazier Life Sciences Acquisition Corp. II

1001 Page Mill Road

Building 4, Suite 200B

Palo Alto, California 93404

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 7,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class********* A Ordinary Shares***”). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Co

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**FORM OF INDEMNITY AGREEMENT **

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

**RECITALS **

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers 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 such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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**Frazier Life Sciences Acquisition Corp. II **

August 12, 2026

Frazier Life Sciences Holdings II LLC

RE:	*Securities Subscription Agreement *

Gentlemen:

This agreement (this “Agreement”) is entered into on August 12, 2026 by and between Frazier Life Sciences Holdings II LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 2,156,250 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 281,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of Class A ordinary shares, $0.0001 par value per share, of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regar

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of    , 2026, is made and entered into by and among Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Frazier Life Sciences Holdings II, LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section*** 5.2* of this Agreement, a “Holder” and collectively the “Holders”).

**RECITALS **

WHEREAS, the Company has 1,875,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding;

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

**PROMISSORY NOTE **

Principal Amount: up to $300,000		Dated as of August 12, 2026

(as set forth on the Schedule of Borrowings attached hereto)

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**PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of , 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Frazier Life Sciences Holdings II, LLC, a Cayman Islands limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase an aggregate of 300,000 Shares (the “Private Placement Shares”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

*AGREEMENT *

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***INVESTMENT MANAGEMENT TRUST AGREEMENT ***

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2026 by and between Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[_] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

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