Browse EX-10 agreements

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

SUBLICENSE AGREEMENT FOR KD-027

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

** **

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

** **

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.”

…

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

…

RETENSION PHARMACEUTICALS, INC.

** **

**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:

…

RETENSION PHARMACEUTICALS, INC.

** **

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

** **

RECITALS

** **

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:

** **

AMENDMENT

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

…

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 **

…

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

…

CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (1) NOT MATERIAL AND (2) OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

RESEARCH COLLABORATION AND LICENSE AGREEMENT

BY AND AMONG

ELI LILLY AND COMPANY,

TREX BIO, INC., AND

TREX HOLDINGS INC.

---

Table of Contents

Page

Article 1 Definitions	1
Article 2 OVERVIEW; Licenses; Exclusivity	15
2.1. Overview	15
2.2. License Grants	15

…

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made this 15thday of April, 2026 (the “Effective Date”), between ARE-SAN FRANCISCO NO. 46, LLC, a Delaware limited liability company (“Landlord”), and TREX BIO, INC., a Delaware corporation (“Tenant”).

BASIC LEASE PROVISIONS

| | |

…

FIRST AMENDMENT TO

RESEARCH COLLABORATION AND LICENSE AGREEMENT

This First Amendment to the Research Collaboration and License Agreement (this “FirstAmendment”), dated as of [XX], 2026 (“First AmendmentEffective Date”), is made by and between Eli Lilly and Company,an Indiana corporation (“Lilly”), and TRex Bio, Inc., a Delaware corporation (“TRex”). Lilly and TRex are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Lilly, TRex, and TRex Holdings Inc., a Delaware corporation (“TRex Holdings”), are parties to that certain Research Collaboration and License Agreement dated January 6, 2023 (the “Original Agreement” and, as amended by this First Amendment, the “Agreement”) and capitalized terms used in this First Amendment shall have the meanings ascribed to them in the Original Agreement unless otherwise defined herein;

…

Stock Option Agreement

TRex Bio, Inc.

2024 Equity Incentive Plan

This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant (the “Date of Grant”) set forth on the Notice of Stock Option Grant attached as the facing page to this Agreement (the “Grant Notice”) by and between TRex Bio. Inc., a Delaware corporation (the “Company”), and the optionee named on the Grant Notice (“Optionee”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Company’s 2024 Equity Incentive Plan (the “Plan”) or in the Grant Notice, as applicable.

1.

…

TREX BIO, INC.

2024 EQUITY INCENTIVE PLAN

As Adopted on December 31, 2024

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future performance through the grant of Awards covering Shares. Capitalized terms not defined in the text are defined in Section 14 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o). Any requirement of this Plan that is required in law only because of Section 25102(o) need not apply if the Committee so provides.

2. SHARES SUBJECT TO THE PLAN.

…

Stock Option Agreement

TRex Bio, Inc.

2024 Equity Incentive Plan

This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant (the “Date of Grant”) set forth on the Notice of Stock Option Grant attached as the facing page to this Agreement (the “Grant Notice”) by and between TRex Bio, Inc., a Delaware corporation (the “Company”), and the optionee named on the Grant Notice (“Optionee”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Company’s 2024 Equity Incentive Plan (the “Plan”) or in the Grant Notice, as applicable.

1.

…