Browse EX-10 agreements

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 18th day of May, 2023, 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, as amended by that certain First Amendment to Lease dated as of June 10, 2021 and that certain Second Amendment to Lease dated as of August 25, 2021 (the “Second Amendment”) (collectively, and as the same may have been further amended, amended and restated, 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 in San Diego, California (the “Building”);

B.

WHEREAS, Landlord and Tenant desire to extend the TI Deadline (as defined in Article 12of the Second Amendment); and

C.

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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***

FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT

THIS FIRST AMENDMENT (this “First Amendment”) to the COLLABORATION AND LICENSE AGREEMENT dated January 22, 2024 (the “Agreement”) is effective as of January 8, 2025 (“First Amendment Effective Date”), by and between Aspen Neuroscience, Inc. (“Aspen”) and Cell-X Technologies, Inc. (“Cell-X”).

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

WHEREAS, the scope of Schedule 4.1(a) Collaboration Plan of the Agreement is to be expanded to include additional activities and goals; and

WHEREAS, pursuant to the above paragraph, Schedule 4.1(b) Collaboration Budget will be updated accordingly and will include an additional payment in the amount of [***] to be paid within [***]of receipt of invoice.

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Aspen Neuroscience, Inc.

Loan Forgiveness and Option Amendment Agreement

This Loan Forgiveness and Option Amendment Agreement (this “Agreement”) is entered into as of August 24, 2026 (the “Effective Date”), by and between Aspen Neuroscience, Inc., a Delaware corporation (the “Company” or “Aspen”), and Damien McDevitt, Ph.D. (“Dr. McDevitt”).Each of Aspen and Dr. McDevitt is referred to herein individually as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS

WHEREAS, Dr. McDevitt previously executed certain stock options to purchase shares of Common Stock of the Company pursuant to (i) a Stock Option Agreement dated February 2, 2021 and (ii) two Stock Option Agreements dated March 24, 2021;

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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***

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE 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 EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

SECURED CONVERTIBLE PROMISSORY NOTE

$5,000,000	January 22, 2024 Cleveland, Ohio

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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***

FOURTH AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT

THIS FOURTH AMENDMENT (this “Fourth Amendment”) to the COLLABORATION AND LICENSE AGREEMENTdated January 22, 2024 (the “Agreement”), as previously amended in a First Amendment, Second Amendment and Third Amendment dated January 8, 2025, October 28, 2025 and January 22, 2026, respectively, is effective as of April 6, 2026(“Fourth 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 extend the Collaboration Term set forth in Section 4.1 of the Agreement to June 30, 2026;

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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***

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and assumption Agreement(this “Agreement”) is dated as of October 30, 2018 (the “Effective Date”), by and between Aspen Biosciences, Inc., a Delaware corporation (“Assignee”), Summit for Stem Cell Foundation, a California public benefit corporation (“Summit”) and Mission Edge San Diego, a non-profit organization (“Mission Edge” and, together with Summit, “Assignor”). As used herein, each of Assignee, Summit and Mission Edge may be referred to as a “Party” and collectively, the “Parties”).

WHEREAS, Assignor desires to assign to Assignee and Assignee agrees to assume from Assignor, for consideration and upon the terms and conditions set forth herein, certain of the assets and liabilities of Assignor.

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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***



AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT

dated as of August 18, 2026

by and between

Aspen Neuroscience, Inc.

and

Cell X Technologies, Inc.

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TABLE OF CONTENTS

Page

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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***

LICENSE AGREEMENT

This License Agreement (this “Agreement”)is made and entered into as of the 5th day of December, 2023 (the “Effective Date”)by and between Sumitomo Pharma Co., Ltd., a company duly incorporated and existing under the laws of Japan and having its principal place of business at [***] (“Sumitomo”), and Aspen Neuroscience, Inc., a company duly incorporated and existing under the laws of the State of Delaware and having its principal place of business at 10835 Road to the Cure, Ste. 100, San Diego, CA 92121, the United States of America (“Aspen”).

RECITALS

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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***

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.

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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

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:

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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***

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

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