Browse EX-10 agreements

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.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 116,300.00 (United States Dollars twenty thousand), paid in 4 instalments from March 12 to March 24, 2026.

…

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.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 59,000.00 (United States Dollars fifty-nine thousand).

Article 2 – Duration

The loan has a duration until November 3, 2026.

…

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.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 81,000.00 (United States Dollars eighty-one thousand).

Article 2 – Duration

The loan has a duration until October 27, 2026.

…

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.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 14,000.00 (United States Dollars fourteen thousand).

Article 2 – Duration

The loan has a duration until September 11, 2026.

…

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.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 48,000.00 (United States Dollars fourty-eight thousand).

Article 2 – Duration

…

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.

SHARE PURCHASE AGREEMENT BETWEEN THE PARTIES

Background:

This Asset Purchase Agreement (the “Agreement”) is created and effective as of the December 31st, 2023 (the “Completion Date”).

This Agreement is between:

EALIXIR INC. a company incorporated under the law of the State of Nevada, with headquarters in Reno, 401 RYLAND ST STE 200-A, Reno, NV, 89502, US.

(Hereinafter, “Seller”);

Roya Bosch Junia, born in [*****] on [*****] , resident in [*****] , [*****] citizenship, passport N°[*****] ,

(Hereinafter, “Buyer”);

(hereinafter, jointly, the “Parties”)

The Buyer and the Seller agree to the following terms with the intention to be legally bound.

given that

…

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

…

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.

…

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:

…

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.

…

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

…

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:

…