Browse EX-10 agreements

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 AGREEMENT

between

SANOFI

and

RANCHO SANTA FE BIO, INC.

Dated as of June 2, 2021

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TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS					1
ARTICLE 2 GRANT OF RIGHTS					11
2.1		Grants to Licensee			11
2.2		Retention of Rights			11
2.3		Sublicenses			11
2.4		No Implied Rights			11
2.5		Disclosure of Licensed Know-How			11
2.6		Transferred Materials			12
2.7		Technical Assistance			12
2.8		Transferred US INDs			12
ARTICLE 3 DEVELOPMENT AND REGULATORY					12

…

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 AGREEMENT

This License Agreement (this “Agreement”) is effective as of June 7, 2024 (the “Effective Date”), by and between Ionis Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 2855 Gazelle Court, Carlsbad, California 92010 (“Ionis”), and EnCarda, Inc., a Delaware corporation with principal place of business at 6929 Hayden Road, Scottsdale, Arizona 85250, United States (“EnCarda”). Ionis and EnCarda are each sometimes referred to herein as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Ionis owns or otherwise controls Licensed IP (as defined below) related to its proprietary investigational next-generation ligand-conjugated antisense oligonucleotide known as ION904, and has the exclusive right to grant an exclusive license under such Licensed IP;

…

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 AGREEMENT

by and between

EnCarda, Inc.

and

Bristol-Myers Squibb Company

Dated as of November 4, 2024

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TABLE OF CONTENTS

				Page
ARTICLE 1 DEFINITIONS					1
ARTICLE 2 DEVELOPMENT AND REGULATORY					12
2.1		GENERAL			12
2.2		DILIGENCE			12
2.3		DEVELOPMENT PLAN; PERFORMANCE			13
2.4		DEVELOPMENT REPORTS			13
2.5		TECHNICAL ASSISTANCE			13
2.6		INVENTORY			14
2.7		RECORDS			14

…

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 AGREEMENT

by and between

EnCarda, Inc.

and

MyoKardia, Inc.

Dated as of November 4, 2024

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TABLE OF CONTENTS

				Page
ARTICLE 1 DEFINITIONS					1
ARTICLE 2 DEVELOPMENT AND REGULATORY					13
2.1		GENERAL			13
2.2		DILIGENCE			13
2.3		DEVELOPMENT PLAN; PERFORMANCE			13
2.4		DEVELOPMENT REPORTS			13
2.5		TECHNICAL ASSISTANCE			14
2.6		INVENTORY			14
2.7		RECORDS			15

…

February 24, 2025

Jay Edelberg

Dear Jay,

As you may know, Kardigan, Inc., a Delaware corporation (the “Kardigan”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated February 24, 2025, by and among the Company, Pullover Mergersub, Inc., a Delaware corporation (“MergerSub”), Prolaio, Inc., a Delaware corporation (the “Company”), and certain other parties pursuant to which the Company shall become a wholly owned subsidiary of Kardigan. Capitalized terms not defined herein shall have the meanings ascribed in the Merger Agreement.

…

February 24, 2025

Tassos Gianakakos

Dear Tassos,

As you may know, Kardigan, Inc., a Delaware corporation (the “Kardigan”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated February 24, 2025, by and among the Company, Pullover Mergersub, Inc., a Delaware corporation (“MergerSub”), Prolaio, Inc., a Delaware corporation (the “Company”), and certain other parties pursuant to which the Company shall become a wholly owned subsidiary of Kardigan. Capitalized terms not defined herein shall have the meanings ascribed in the Merger Agreement.

…

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Kardigan, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Executive”) and is effective as of [DATE] (the “Effective Date”).

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein.

NOW, THEREFORE,in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment.

…

KARDIGAN, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Kardigan, 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

…

KARDIGAN, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

1.	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 Kardigan, 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).

2.	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.

3.	Administration

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KARDIGAN, INC.

INDEMNIFICATION AGREEMENT

(For Directors of a Delaware Corporation)

This Indemnification Agreement (“Agreement”) is made as of [•] by and between Kardigan, 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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ENCARDA, INC.

2023 STOCK OPTION AND GRANT PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the EnCarda, Inc. 2023 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of EnCarda, Inc., a Delaware corporation (including any successor entity, the “Company”) and its Subsidiaries, 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.

The following terms shall be defined as set forth below:

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Exhibit 10.1

Securities Purchase Agreement

This Securities Purchase Agreement (this “Agreement”), dated as of May 7, 2026, is entered into by and between Gelteq Limited, an Australian public limited company (“Company”), and ____________, its successors and/or assigns (“Investor”).

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

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