Damora Therapeutics, Inc. Sample Contracts
GALECTO, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2020 • Galecto Inc. • Pharmaceutical preparations • New York
GALECTO, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●] Subordinated Debt SecuritiesIndenture • November 4th, 2021 • Galecto, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], among GALECTO, INC., a corporation existing under the laws of the State of Delaware (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 4th, 2021 • Galecto, Inc. • Pharmaceutical preparations • New York
Galecto, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.00001 per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).
GALECTO, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 22nd, 2020 • Galecto Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Galecto, Inc, a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
GALECTO, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 22nd, 2020 • Galecto Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Galecto, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”). 1
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 22nd, 2020 • Galecto Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 25th day of September, 2020, by and among Galecto, Inc., a Delaware corporation (the “Company”), and each of the stockholders listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
October 7, 2024Retention Compensation Agreement • March 19th, 2025 • Galecto, Inc. • Pharmaceutical preparations • Massachusetts
As you know, Galecto, Inc. (or its affiliate as applicable, the “Company”) greatly appreciates your efforts and hopes to continue working with you in the future. In order to encourage your continued efforts for the Company, the Company is offering you the opportunity to receive retention compensation as specified below, subject to this “Agreement”:
Employment Contract Galecto Biotech ApS and Bertil E. LindmarkEmployment Contract • October 7th, 2020 • Galecto Inc. • Pharmaceutical preparations
Retention AgreementRetention Agreement • March 19th, 2025 • Galecto, Inc. • Pharmaceutical preparations
have today entered into this Retention Agreement (the "Retention Agreement") relating to the service agreement between the Parties, dated 23 April 2013 (the “Service Agreement”).
AGREEMENT AND PLAN OF MERGER by and among: GALECTO, INC., a Delaware corporation; DAYLIGHT MERGER SUB I, INC., a Delaware corporation; DAYLIGHT MERGER SUB II, LLC, a Delaware limited liability company; and DAMORA THERAPEUTICS, INC., a Delaware...Merger Agreement • November 10th, 2025 • Galecto, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 10, 2025, by and among GALECTO, INC., a Delaware corporation (“Parent”), DAYLIGHT MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), DAYLIGHT MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and DAMORA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2025 • Galecto, Inc. • Pharmaceutical preparations • Delaware
DAMORA THERAPEUTICS, INC. $150,000,000 ORDINARY SHARES AMENDED AND RESTATED SALES AGREEMENTSales Agreement • August 10th, 2026 • Damora Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2026 • Damora Therapeutics, Inc. • Pharmaceutical preparations
This Indemnification Agreement (this “Agreement”) is entered into on __________ by and between Damora Therapeutics, Inc., a Cayman Islands exempted company (the “Company”), and __________ (the “Indemnitee”). Notwithstanding the date of execution of this Agreement, each of the parties hereto agrees that their respective rights, duties and obligations pursuant to this Agreement shall come into effect upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
SERVICE AGREEMENT March 2013Service Agreement • October 7th, 2020 • Galecto Inc. • Pharmaceutical preparations
Addendum to the Employment Contract Galecto Biotech ApS CVR no. 34 87 83 66 Ole Maal0es Vej 3 DK-2200 Copenhagen (the “Company’’) and Anders H. Pedersen (the “Employee’’) (each a “Party” and jointly the “Parties”) have today entered into this addendum...Employment Contract • October 7th, 2020 • Galecto Inc. • Pharmaceutical preparations
ContractLease Agreement • March 19th, 2025 • Galecto, Inc. • Pharmaceutical preparations
English Summary of a lease agreement dated November 11, 2024 (the “Lease”) by and between Galecto Biotech ApS (“Galecto”) and Symbion A/S (the “Landlord”)
non-qualified stock OPTION AGREEMENT UNDER the DAMORA THERAPEUTICS, INC. 2022 inducement PLANNon-Qualified Stock Option Agreement • August 10th, 2026 • Damora Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Damora Therapeutics, Inc. 2022 Inducement Plan as amended through the date hereof (the “Plan”) and this Stock Option Agreement (the “Agreement”), Damora Therapeutics, Inc. (the “Company”) hereby grants to the Grantee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary Shares, par value $0.00001 per share (the “Shares”), of the Company specified above at the Option Exercise Price per Option Share specified above subject to the terms and conditions set forth in the Agreement and in the Plan. This Stock Option has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of NASDAQ Stock Market, Inc. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
November 10, 2025 Garrett Winslow Dear Garrett:Retention Bonus Agreement • March 19th, 2026 • Damora Therapeutics, Inc. • Pharmaceutical preparations
As you may know, Galecto, Inc. (the “Company”) recently entered into that certain Agreement and Plan of Merger, effective November 10, 2025, pursuant to which the Company acquired Damora Therapeutics, Inc., a Delaware corporation, in an all-stock transaction (the “Transaction”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2020 • Galecto Inc. • Pharmaceutical preparations
This amendment to the Employment Agreement of Jonathan Freve is made and entered into between Galecto, Inc. (the “Company”), and Jonathan Freve, (the “Employee” or “You”), (together, the “Parties”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMITTED INFORMATION HAS BEEN REPLACED BY ASTERISKSBonus Agreement • November 6th, 2023 • Galecto, Inc. • Pharmaceutical preparations
have today entered into this retention bonus agreement (the "Bonus Agreement") relating to the service agreement between the Parties, dated 23 April 2013 (the “Service Agreement”).
English Summary of a lease agreement dated May 4, 2020 (the “Lease”) by and between Galecto Biotech ApS (“Galecto”) and COBIS A/S (the “Landlord”)Lease Agreement • October 22nd, 2020 • Galecto Inc. • Pharmaceutical preparations
• Modifications to leased Premises: Galecto is permitted to effect modifications to the leased premises only with the prior written approval of the Landlord. Galecto and the Landlord will agree on the costs, reimbursement and potential obligations to build-back modifications.
November 10, 2025 Lori FirmaniRetention Bonus Agreement • March 19th, 2026 • Damora Therapeutics, Inc. • Pharmaceutical preparations
As you may know, Galecto, Inc. (the “Company”) recently entered into that certain Agreement and Plan of Merger, effective November 10, 2025, pursuant to which the Company acquired Damora Therapeutics, Inc., a Delaware corporation, in an all-stock transaction (the “Transaction”).
GALECTO BIOTECH Aps CVR no. 34878366 Ole Maaløes Vej 3 2200 København N (the "Company") and Hans Thalsgård Schambye Rigensgade 9B, st. (each a "Party" and collectively referred to as the "Parties")Retention Bonus Agreement • March 19th, 2026 • Damora Therapeutics, Inc. • Pharmaceutical preparations
have today entered into this Retention Bonus Agreement (the "Retention Bonus Agreement") relating to the service agreement between the Parties, dated 23 April 2013 (the “Service Agreement”).
December 31, 2025 Becker Hewes Re: Offer of Employment Dear Becker:Offer of Employment • March 19th, 2026 • Damora Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
On behalf of Galecto, Inc. (the “Company”), I am very pleased to offer you a position as Chief Medical Officer of the Company (“CMO”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND...Antibody Discovery and Option Agreement • February 10th, 2026 • Galecto, Inc. • Pharmaceutical preparations • Massachusetts
THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of October 7, 2025 (the “Effective Date”), by and among Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Paramora Holding LLC, a Delaware limited liability company (“Paramora”) and Damora Therapeutics, Inc., a Delaware corporation (“Damora”). Paragon, Paramora and Damora are also referred to herein individually as a “Party”, or collectively as the “Parties.”
February 25, 2026 Jennifer Jarrett Re: Offer of Employment Dear Jennifer:Offer of Employment • March 23rd, 2026 • Damora Therapeutics, Inc. • Pharmaceutical preparations • California
On behalf of the Board of Directors (the “Board”) of Galecto, Inc. (the “Company”), I am very pleased to offer you a position as President and Chief Executive Officer of the Company (“CEO”) and a member of the Board pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below by February 26, 2026. This Agreement will automatically terminate if you do not accept on or prior to such date.
September 26, 2023 Jonathan Freve [Address Omitted] Re: Retention Compensation Dear Jon:Retention Compensation Agreement • November 6th, 2023 • Galecto, Inc. • Pharmaceutical preparations • Massachusetts
As you know, Galecto, Inc. (or its affiliate as applicable, the “Company”) greatly appreciates your efforts and hopes to continue working with you in the future. In order to encourage your continued efforts for the Company, the Company is offering you the opportunity to receive retention compensation as specified below, subject to this “Agreement”:
GALECTO, INC. SUPPORT AGREEMENTSupport Agreement • October 7th, 2024 • Galecto, Inc. • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of October 7, 2024 is made by and among Galecto, Inc., a Delaware corporation (“Buyer”), Bridge Medicines LLC, a Delaware limited liability company (the “Seller”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Buyer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2025 • Galecto, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 12, 2025, is entered into by and among Galecto, Inc., a Delaware corporation (“Galecto”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among Galecto and the Investors party thereto, dated on or around the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
EMPLOYMENT CONTRACT December 2012Employment Agreement • October 7th, 2020 • Galecto Inc. • Pharmaceutical preparations
GALECTO, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • January 6th, 2026 • Galecto, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Paramora Holding LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Original Issue Date”) and on or prior to 5:00 p.m. (New York City time) on December 31, 2035, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Galecto, Inc., a Delaware corporation (the “Company”), up to 628,203 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.00001 par value per share, of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractLease Agreement • August 5th, 2021 • Galecto, Inc. • Pharmaceutical preparations
English Summary of a lease agreement dated April 15, 2021 (the “Lease”) by and between Galecto Biotech ApS (“Galecto”) and Symbion A/S (the “Landlord”)
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND...Antibody Discovery and Option Agreement • December 16th, 2025 • Galecto, Inc. • Pharmaceutical preparations • Massachusetts
THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of October 7, 2025 (the “Effective Date”), by and among Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Paramora Holding LLC, a Delaware limited liability company (“Paramora”) and Damora Therapeutics, Inc., a Delaware corporation (“Damora”). Paragon, Paramora and Damora are also referred to herein individually as a “Party”, or collectively as the “Parties.”
GALECTO, INC. $150,000,000 COMMON STOCK SALES AGREEMENTSales Agreement • February 10th, 2026 • Galecto, Inc. • Pharmaceutical preparations • New York
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE DAMORA THERAPEUTICS, INC.Restricted Stock Unit Award Agreement • August 10th, 2026 • Damora Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Damora Therapeutics, Inc. 2022 Inducement Plan as amended through the date hereof (the “Plan”), Damora Therapeutics, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one Ordinary Share, par value $0.00001 per share (the “Shares”) of the Company. This Award has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of NASDAQ Stock Market, Inc.