Browse EX-10 agreements

Mod.003		CONTRACT
		Individual

Summary of the client’s data

	☐	Contact of the services offered

	☐	Links object of the Agreement – Schedule I

	☐	Power of Attorney – Schedule II

	☐	Identity Document – Schedule III

	☐	Non-Disclosure Agreement (NDA)

Notes:

Contract Between

The Company EALIXIR INC., with headquarters in 401 Ryland St., Suite 200-A, Reno, Nevada 89502, USA, Tax number EIN:   (hereinafter referred to as EALIXIR)

Company

VAT number

Address

Legal Representative

Passport No.

Telephone number

E-mail

hereinafter referred to as THE CLIENT

Both parties recognize the legal requirements for the signing of this contract for the provision of services

GIVEN THAT

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Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

ADDENDUM TO EMPLOYMENT AGREEMENT – PAYROLL INCREASE

Date: January 1st 2025

This Addendum (“Addendum”) is made and entered into as of January 1st 2025, by and between EALIXIR INC., with headquarters in 40 SW 13th Street, Penthouse 1, Miami - FL 33130, Tax number EIN: [*****] (“Employer”) and Eleonora Violetta Chiara Ramondetti (“Employee”).

Purpose:

This Addendum is to amend the Employment Agreement dated November 1st 2022, to reflect an increase in the Employee’s compensation.

New Terms:

	1.	Effective as of January 1st, 2025, the Employee’s compensation for the position of Chief Executive Officer shall be adjusted to $138,766.56 gross annually. The adjusted compensation will be reflected in the Employee’s salary payment for February 2025.

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Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

CFO AGREEMENT

This CFO AGREEMENT dated as of January 2, 2025 (this “Agreement”), between Ealixir, Inc. a Nevada corporation (the “Company”), and Mark Corrao (the “CFO”).

WHEREAS, the Board of Directors of the Company desires to engage CFO to provide professional services, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the CFO has agreed to provide such professional services, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

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PARABILIS MEDICINES, INC.

COMPENSATION RECOVERY POLICY

Adopted as of , 2026, subject to effectiveness of the Company’s Registration Statement on Form S-1 for its initial public offering.

Parabilis Medicines, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.

1. Overview

The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Global Market. Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 3 below.

2. Compensation Recovery Requirement

In the event the Company is required to prepare a Financial Restatement, the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.

3. Definitions

a.

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PARABILIS MEDICINES, Inc.

Executive Severance Plan

Purpose. Parabilis Medicines, Inc., a Delaware corporation (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. The Board of Directors of the Company (the “Board”) recognizes, however, that, as is the case with many publicly-held corporations, the possibility of an involuntary termination of employment, either before or after a Change in Control (as defined in Section 2 hereof), exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. Therefore, the Board has determined that the Parabilis Medicines, Inc. Executive Severance Plan (the “Plan”) should be adopted to reinforce and encourage the continued attention and dedication of the Company’s Covered Executives (as defined in Section 2 hereof) to their assigned duties without distraction. Nothing in this Plan shall be const

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

LICENSE

AND

COLLABORATION AGREEMENT

by and between

PARABILIS MEDICINES, inc.

and

REGENERON PHARMACEUTICALS, INC.

Dated as of May 15, 2026

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TABLE OF CONTENTS

	Page
Article 1 DEFINITIONS	1
Article 2 GOVERNANCE	17
Article 3 EXCLUSIVITY	19
Article 4 PRECLINICAL RESEARCH ACTIVITIES	21
Article 5 LICENSE GRANT	25
Article 6 DEVELOPMENT AND COMMERCIALIZATION; REGULATORY MATTERS	29
Article 7 MANUFACTURING	30
Article 8 FEES, ROYALTIES, and PAYMENTS	31
Article 9 INTELLECTUAL PROPERTY	37
Article 10 REPRESENTATIONS, WARRANTIES, AND COVENANTS	42
Article 11 INDEMNIFICATION	47
Article 12 LIMITATIONS OF LIABILITY	49
Article 13 CONFIDENTIALITY	50
Article 14 TERM; TERMINATION	54
Article 15 MISCELLANEOUS	59

SCHEDULES:

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PARABILIS MEDICINES, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Parabilis Medicines, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

Cash Retainers

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PARABILIS MEDICINES, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Parabilis Medicines, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in the Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

Administration

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PARABILIS MEDICINES, INC.

INDEMNIFICATION AGREEMENT

(For Directors of a Delaware Corporation)

This Indemnification Agreement (“Agreement”) is made as of [●] by and between Parabilis Medicines, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) and the Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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PARABILIS MEDICINES, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Parabilis Medicines, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Parabilis Medicines, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (“Stock”). shares of Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2027 and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Stock reserved and available for issuance under the Plan shall automatically be cumulatively increased by the least of (i) shares of Stock, (ii) one percent (1%) of the number of Outstanding Shares on the immediately preceding December 31, and (iii) such number of shares of Stock as determined by the Administrator (as defined in Section 1).

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PARABILIS MEDICINES, INC.

2026 STOCK OPTION AND INCENTIVE PLAN

sECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Parabilis Medicines, Inc. 2026 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Parabilis Medicines, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement (“Agreement”) is made and entered into as of April 27, 2026 (“Effective Date”), by and between:

Developer: Centuno Company Limited, No.399, Interchange 21 Building, 33rd Floor, Sukhumvit Road, Khlong Toei Nuea Sub-district, Vadhana District, Bangkok Metropolis. Client: Luvulis Corporation, 6608 N Western Avenue 1121, Oklahoma City, OK 73116, USA.

RECITALS

WHEREAS, Developer provides software and API development services; and

WHEREAS, Client desires to engage Developer for the development of certain API infrastructure and related software components under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Development Services

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