Browse EX-10 agreements

Exhibit 10.2

EXECUTION COPY

SECURITY AGREEMENT

THIS SECURITY AGREEMENT is made and effective as of May 7, 2026, by and among each “Grantor” identified on the signature pages hereto, and each other direct or indirect Subsidiary of any Grantor added as a “Grantor” hereunder (each, a “Grantor”; collectively, the “Grantors”), in favor of FVP SERVICING, LLC, a Delaware limited liability company, as administrative agent (including any successor, participant, assignee or transferee thereof, “Administrative Agent”) for itself and the Lenders (as defined in the Loan Agreement referred to below).

R E C I T A L S

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Exhibit 10.1

EXECUTION COPY

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) dated as May 7, 2026, is made by and among SHORE FIRE MEDIA, LTD., a New York corporation (“Shore Fire”), and THE DOOR MARKETING GROUP, LLC, a New York limited liability company (“The Door”; The Door and Shore Fire, each, a “Borrower” and, together, “Borrowers”); each other Loan Party (as defined below) from time to time party hereto; each financial institution that from time to time is a Lender (as defined below) hereunder; and FVP SERVICING, LLC, a Delaware limited liability company (in its capacity as administrative agent for the Lenders, the “Administrative Agent” and together with Borrowers and the Lenders, the “Parties”, and each, a “Party”).

W I T N E S S E T H:

WHEREAS, Borrowers have requested that the Lenders extend credit to Borrowers in the form of a term loan credit facility more particularly described herein, and the Lenders are each willing to do so on the terms, conditions and provisions set forth herein.

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Exhibit 10.7

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Convertible Promissory Note

$5,000,000.00	March 3, 2026

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Exhibit 10.6

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Convertible Promissory Note

$3,250,000.00	March 3, 2026

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of May 12, 2026 (the “Effective Date”), by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Yaron Naos, a resident of the State of Israel (the “Executive”) (each of the Company and Executive shall be referred to herein, as a “Party” and collectively, the “Parties”).

WHEREAS, the Executive, who was promoted to Sr. Vice President & Chief Executive Officer, is currently an employee of the Company and of its parent company, Protalix BioTherapeutics, Inc. (the “Parent Company”), and was a party to that certain Employment Agreement between the Company and the Executive, effective as of September 8, 2004 which agreement is superseded in its entirety by this Agreement; and

WHEREAS, the Company and the Executive desire to restate the terms and conditions of the Executive’s employment by the Company as hereinafter set forth.

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Execution Version

Milestone Pharmaceuticals Inc.

Common Shares

(without par value)

Controlled Equity OfferingSM

Sales Agreement

May 13, 2026

Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022

Ladies and Gentlemen:

Milestone Pharmaceuticals Inc., a corporation continued under the laws of the Province of Québec, Canada (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 19, 2026, (the “Effective Date”) by and between Milestone Pharmaceuticals USA, Inc. (the “Company”), and David Sandoval (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

R E C I T A L S

WHEREAS the Company desires to employ Executive as its General Counsel and Chief Compliance Officer, and to enter into an agreement embodying the terms of such employment; and

WHEREAS Executive desires to accept such employment and enter into such an agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

	1.	Duties and Scope of Employment.

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MILESTONE PHARMACEUTICALS INC.

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Each member of the Board of Directors (the “Board”) of Milestone Pharmaceuticals Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be. This Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Annual Cash Compensation

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US_ACTIVE\127388755\V-1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated July 22, 2024 and effective as of July 9, 2024 (the “Effective Date”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and Jason Tardio (the “Employee”). WHEREAS, the Company has appointed the Employee to be an officer of the Company effective as of July 9, 2024; WHEREAS, the Employee will begin to serve pursuant to the terms of this Agreement on July 12, 2024; WHEREAS, the Company desires that the Employee joins the Company to serve in the capacity of Chief Operating Officer and President of the Company, and the Employee has agreed to serve in such position in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Employee hereby agree as follows: 1. Certain Definitions. The following terms, as used herein, have the following meanings: (a) “Cause” means one or more of the following: (i) the Employee’s willful failur

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

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FIRST AMENDMENT

TO

REVENUE PARTICIPATION RIGHT PURCHASE AND SALE AGREEMENT

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This First Amendment to the Revenue Participation Right Purchase and Sale Agreement (defined below) (this “First Amendment”), dated as of March 26, 2026 (the “First Amendment Effective Date”), is entered into by and among ZENAS BIOPHARMA, INC., a Delaware corporation (as “Seller”), and Royalty Pharma Investments 2019 ICAV, an Irish collective asset management vehicle (as “Buyer”).

RECITALS

WHEREAS, Buyer and Seller entered into that certain Revenue Participation Right Purchase and Sale Agreement, dated as of September 2, 2025 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”); and

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E****xhibit 10.3

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

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LOAN AGREEMENT

Dated as of March 14, 2026

among

ZENAS BIOPHARMA, INC.

(as Borrower and a Credit Party),

THE GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME TO TIME

(as additional Credit Parties),

BIOPHARMA CREDIT PLC

(as Collateral Agent),

BPCR LIMITED PARTNERSHIP

(as a Lender)

and

BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP

(as a Lender)

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Table of Contents

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Exhibit 10.2

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

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AMENDMENT NO. 3 TO LICENSE AGREEMENT

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This Amendment No. 3 (this “Amendment”) is entered into as of March 13, 2026 (the “Amendment Effective Date”) by and between Xencor, Inc., a Delaware corporation (“XENCOR”), and Zenas BioPharma, Inc., a Delaware corporation formerly known as Zenas BioPharma (Cayman) Limited, an exempted company organized under the Laws of the Cayman Islands (“Licensee”). XENCOR and Licensee may each be referred to herein individually as a “Party” and collectively as the “Parties.”

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RECITALS

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WHEREAS, the Parties entered into that certain License Agreement dated May 27, 2021 (as amended, the “Agreement”); and

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