Browse EX-10 agreements

***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 25th day of August, 2021, by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership (“Landlord”), and ASPEN NEUROSCIENCE, INC., a Delaware corporation (“Tenant”).

RECITALS

A.

WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of March 27, 2019 (the “Original Lease”), as amended by that certain First Amendment to Lease dated as of June 10, 2021 (the “First Amendment”) (collectively, and as the same may have been amended, supplemented or modified from time to time, the “Existing Lease”), whereby Tenant leases certain premises (the “Premises”) from Landlord at 10835 Road to the Cure, San Diego, California (the “Building”);

B.

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

EXCLUSIVE LICENSE AGREEMENT

This License Agreement (“Agreement”) is effective as of the last dated signature (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and SUMMIT FOR STEM CELL FOUNDATION, a non-profit organization (“Licensee”), each located at the respective address set forth in Section 13.16 below, with respect to the facts set forth below.

RECITALS

A.

TSRI wants to have the invention(s) represented in the intellectual property perfected and marketed as soon as possible so that resulting products, services, and processes may be available for public use and benefit.

B.

TSRI has the right to grant a license to the intellectual property.

C.

…

***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

EXCLUSIVE LICENSE AGREEMENT

between

THE CLEVELAND CLINIC FOUNDATION

and

ASPEN NEUROSCIENCE, INC.

dated as of

August 18, 2026

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EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (this “Agreement”) is made and entered into effective as of August 18, 2026 (the “Effective Date”), by and between The Cleveland Clinic Foundation, a nonprofit Ohio corporation (“CCF” or “Licensor”), and Aspen Neuroscience, Inc., a Delaware corporation (“Licensee”).

RECITALS:

…

***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

TORREY PINES SCIENCE PARK

LEASE

This Lease (the “Lease"), dated as of the date set forth in Section 1of the Summary of Basic Lease Information (the “Summary"), below, is made by and between HCP LIFE SCIENCE REIT, INC., a Maryland corporation ("Landlord"), and ASPEN NEUROSCIENCE, INC., a Delawarecorporation ("Tenant").

SUMMARY OF BASIC LEASE INFORMATION

…

ASPEN NEUROSCIENCE, INC.

2026 EQUITY INCENTIVE PLAN

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TABLE OF CONTENTS

			Page
1.	Establishment, Purpose and term of Plan.		1
	1.1	Establishment	1
	1.2	Purpose	1
	1.3	Term of Plan	1

…

***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

MASTER SUPPLY AGREEMENT

THIS MASTER SUPPLY AGREEMENT (this “Agreement”) is entered into as of January 25, 2022 (the “Effective Date”), by and between ClearPoint Neuro, Inc., a Delaware corporation (“ClearPoint”) and Aspen Neuroscience, Inc., a Delaware corporation (“Company”). ClearPoint and Company may be referred to as a “Party” or collectively as the “Parties.”

BACKGROUND

WHEREAS, ClearPoint has developed and manufactures and supplies certain Products (as defined below); and

WHEREAS, Company desires that ClearPoint manufacture and supply the Products and provide certain Services (as defined below) to Company as further described herein; and

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

Non-Exclusive License Agreement

This Agreement is made effective as of the 20th day of September 2019, (“Effective Date”) by and between iPS Academia Japan, Inc.(hereinafter “AJ”), a Japan corporation, with a principal office at 207 International Science Innovation Building East Wing, Kyoto University, 36-1 Yoshida-honmachi, Sakyo-ku, Kyoto, 606-8501, JAPAN and Aspen Neuroscience, Inc.(hereinafter “LICENSEE”), a Delaware corporation, with a principal office at 10835 Road to the Cure, Suite 100, San Diego, CA 92121, U.S.A. AJ and LICENSEE may be referred to individually as “Party” or collectively as “Parties”.

Recitals

…

[CA ONLY: THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.]

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Aspen Neuroscience, INC.

STOCK OPTION AGREEMENT

…

ASPEN NEUROSCIENCE, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

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Table of Contents

			Page1
1.	Establishment, Purpose and Term of Plan.		1
	1.1	Establishment	1
	1.2	Purpose	1
	1.3	Term of Plan	1

…

***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT

THIS SECOND AMENDMENT (this “Second Amendment”) to the COLLABORATION AND LICENSE AGREEMENTdated January 22, 2024 (the “Agreement”), as previously amended in a First Amendment to Collaboration Agreement dated January 8, 2025 (the “First Amendment”) is effective as of October 28, 2025(“Second Amendment Effective Date”), by and between Aspen Neuroscience, Inc. (“Aspen”) andCell-X Technologies, Inc. (“Cell-X”).

WHEREAS, Cell-X and Aspen desire to further amend the Agreement upon the terms and conditions noted below;

WHEREAS, Cell-X and Aspen have agreed to amend and replace Schedule 4.1(a) Collaboration Plan of the Agreement;

WHEREAS, Cell-X and Aspen have agreed to amend and replace Schedule 4.1(b) Collaboration Budget of the Agreement; and

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Aspen Neuroscience, Inc.

Officer Severance and Change in Control Plan

Section 1. Introduction.

The Aspen Neuroscience, Inc. Officer Severance and Change in Control Plan (the “Plan”) is hereby established effective upon the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock, pursuant to which the common stock is priced for the initial public offering (the “Effective Date”). The purpose of the Plan is to provide for the payment of severance and/or change in control benefits to selected officers of Aspen Neuroscience, Inc.(the “Company”)as set forth herein. Capitalized terms used in the Plan not otherwise defined have the meanings set forth on Appendix Ato the Plan. Except as otherwise specifically set forth in a Participation Agreement, this Plan and the applicable Participation Agreement supersedes in its entirety any severance benefits that would otherwise be provided under any Separate Agreement, including but not limited to any severance, change in control or similar benefits set forth

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Aspen Neuroscience, Inc.

2018 STOCK PLAN

1.

Establishment, Purpose and Term of Plan.

1.1

Establishment.The Aspen Neuroscience, Inc. 2018 Stock Plan (the “Plan”) is hereby established effective as of May 18, 2018 (the “Effective Date”).

1.2

Purpose.The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options and Restricted Stock Awards.

1.3

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