Exhibit 10.2
MASTER CONSULTING AGREEMENT
This Master Consulting Agreement (the “Agreement”) is made as of May 13, 2026 and will be effective on May 15, 2026 (the “Effective Date”) by and between Kiniksa Pharmaceuticals, GmbH, a Swiss limited liability company with a business address at Grafenaustrasse 5, 6300 Zug, Switzerland (“Kiniksa”), and Eben Tessari (“Consultant”).
WHEREAS, Consultant’s last day of employment with Kiniksa is May 15, 2026; and
WHEREAS, Kiniksa wants the continued benefit of Consultant's knowledge and expertise; and
WHEREAS, Consultant wants to provide Services (as defined below) to Kiniksa, its designees and affiliates, in connection with its global programs and operations, as provided in and subject to this Agreement;
NOW THEREFORE, in consideration of the premises and of the following mutual promises, covenants and conditions herein contained, and intending to be legally bound, Kiniksa and Consultant agree as follows:
2.Compensation.
2.1.Invoices. Consultant shall issue invoices on a monthly basis for Services provided and expenses (without markup) incurred in the previous month. If Consultant fails to submit an invoice to Kiniksa within ninety (90) days following the last day of the previous month during which Services were rendered and expenses incurred, then Consultant waives its right to payment for the Services performed and expenses incurred during such month and Kiniksa is relieved of any obligations to pay for those uninvoiced Services and expenses. Invoices will contain such detail as Kiniksa may reasonably require.
2.2.Fees. Subject to Section 2.1, in consideration for the Services rendered by Consultant to Kiniksa, Kiniksa agrees to pay Consultant the fees set forth in each Work Order. Subject to Section 2.1, Kiniksa will reimburse Consultant for reasonable business expenses (without markup) incurred by Consultant in the performance of the Services. The parties represent and warrant that the fees were determined by the parties through good faith and arms' length bargaining, constitute fair market value for the Services, and have not been determined in a manner that takes into account the volume or value of any business between the parties. Consultant is not required to use or recommend Kiniksa products, and the parties represent and warrant that the fees are not intended to reward Consultant for the use or recommendation of Kiniksa products or to induce Consultant to use or recommend Kiniksa products.
2.3.Payment. Unless otherwise specified in a Work Order, undisputed payments will be made by Kiniksa in U.S. Dollars within forty-five (45) days from Kiniksa's receipt of Consultant's invoice.
2.4.Equity Vesting.
(a)Kiniksa and Consultant hereby acknowledge that Consultant’s performance of Services under this Agreement shall be considered a continuation of Consultant’s performance of services to Kiniksa prior to the Effective Date.
(b)Kiniksa and Consultant further agree that so long as Consultant provides Services pursuant to this Agreement, Consultant shall be considered a “Service Provider” as defined by Kiniksa’s 2018 Equity Incentive Plan (the “Plan”) and any of Consultant’s currently outstanding equity awards granted pursuant to the Plan prior to the Effective Date shall continue to vest during the Term per the terms of their respective award agreements.
(c)For the avoidance of doubt, and subject to Section 2.4(d) below, Consultant’s currently outstanding performance-based equity awards granted pursuant to the Plan prior to the Effective Date shall continue to be eligible to be earned following the Effective Date.
(d)Kiniksa and Consultant further acknowledge that the termination of this Agreement pursuant to Section 6 below shall constitute a Termination of Service as defined by the Plan with respect to the Consultant’s currently outstanding equity awards.
3.Materials; Deliverables.
4.Confidential Information and Publicity.
4.1Definition. “Confidential Information” means all scientific, technical, financial or business information owned, possessed or used by Kiniksa or its affiliates, learned of by Consultant or developed by Consultant in connection with the Services, whether or not labeled “Confidential”, including but not limited to (a) Deliverables, Materials, scientific data and sequence information, (b) marketing plans, business strategies, financial information, forecasts, personnel information and customer lists of Kiniksa and its affiliates, and (c) all information of third parties that Kiniksa has an obligation to keep confidential.
4.2Obligations of Confidentiality. During the Term and for a period of five (5) years thereafter, Consultant will not directly or indirectly publish, disseminate or otherwise disclose, use for Consultant’s own benefit or for the benefit of a third party, deliver or make available to any third party, any Confidential Information, other than in furtherance of the purposes of this Agreement, and only then with the prior written consent of Kiniksa. Consultant will exercise all reasonable precautions to physically protect the integrity and confidentiality of the Confidential Information.
4.3Exceptions. Consultant will have no obligations of confidentiality and non-use with respect to any portion of the Confidential Information which:
(a)is or later becomes generally available to the public by use, publication or the like, through no fault of Consultant;
(b)is obtained from a third party who had the legal right to disclose it to Consultant; or
(c)Consultant already possesses, as evidenced by Consultant’s written records that predate the receipt thereof.
In the event that Consultant is required by law or court order to disclose any Confidential Information, Consultant will give Kiniksa prompt notice thereof so that Kiniksa may seek an appropriate protective order. Consultant will reasonably cooperate with Kiniksa in its efforts to seek such a protective order.
4.4No Publicity. Consultant must not use Kiniksa’s name, trade name, trademark or other designation of Kiniksa in connection with any product, service, promotion or advertising without the express prior written consent of Kiniksa.
5.Indemnification.
5.1 Indemnification of Kiniksa by Consultant. Consultant shall defend, indemnify, and hold harmless Kiniksa and its affiliates and their respective officers, directors, agents and employees from and against all liabilities, expenses, and costs (including reasonable attorneys’ fees and court costs) arising out of any claim, complaint, suit, proceeding or cause of action against any of them, in each case by a third party (each, a “Claim”) to the extent arising from or in connection with: (a) any inaccuracy in any representation or warranty made by Consultant in this Agreement, including, without limitation, any related Work Order; (b) any breach or alleged breach of any covenant or obligation of Consultant in this Agreement, including, without limitation, any related Work Order; (c) any willful misconduct or negligent act, error or omission of Consultant or Consultant’s agents or other representatives; or (d) any breach of any applicable law, rule, or regulation by Consultant in connection with this Agreement.
5.2Indemnification of Consultant by Kiniksa. Kiniksa shall defend, indemnify, and hold harmless Consultant and Consultant’s agents or other representatives, from and against all Claims to the extent arising from or in connection with (i) Kiniksa’s use of the Deliverables or (ii) breach or alleged breach of any covenant or obligation of Kiniksa or its affiliates in this Agreement.
5.3 Indemnification Procedure. Any Party seeking indemnification under this Section 5 (the “Indemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) in writing of any possible Claim, and the Indemnitor shall assume and have exclusive control over the defense thereof with counsel selected by the Indemnitor that is reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee shall have the right to fully participate in any such action or proceeding and to retain its own (additional) counsel at its own expense (provided that the reasonable fees and expenses of such counsel for the Indemnitee shall be paid by the Indemnitor only if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings). Neither the Indemnitor nor the Indemnitee shall enter into any settlement agreement with any third party without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, unless such settlement: (i) includes an unconditional release of Indemnitee from all liability arising out of such claim; (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnitee; and (iii) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Indemnitee. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any action, to the extent prejudicial to its ability to defend such action, will relieve the Indemnitor of its obligations under this Section 5, but the failure to deliver notice to the Indemnitor will not relieve the Indemnitor of any obligation that it may have to any Indemnitee hereunder otherwise than as stated in this sentence. The Indemnitee shall, at expense of the Indemnitor, reasonably cooperate with the Indemnitor and its legal representatives in the investigation and defense of any Claim covered by this Agreement.
6.Term and Termination.
6.1Term. This Agreement will commence on the Effective Date and remain in effect for one (1) year and thereafter automatically renew for successive one (1) year periods (the “Term”) unless terminated by either party under Section 6.2 of this Agreement.
6.2Termination. Kiniksa or Consultant may terminate this Agreement or any Work Order at any time upon 10-days advance written notice to the other party.
6.3Effect of Expiration/Termination. Upon expiration or termination of this Agreement or Services under any Work Order, neither Consultant nor Kiniksa will have any further obligations under this Agreement, except that (a) Consultant will terminate all Services in progress in an orderly and non-disruptive manner as soon as practical and in accordance with a schedule agreed to by Kiniksa, unless Kiniksa specifies in the notice of termination that Services in progress should be completed, (b) Consultant will deliver to Kiniksa any Materials in Consultant’s possession or control and all Deliverables made through expiration or termination, (c) Kiniksa will pay Consultant any monies due and owing Consultant, up to the time of the effective date of termination or expiration, for Services actually performed and all authorized expenses actually incurred, (d) Consultant will promptly refund to Kiniksa any monies paid by Kiniksa in advance for Services not rendered, (e) Consultant will immediately return to Kiniksa all Confidential Information and copies thereof provided to Consultant under this Agreement except for one (1) copy which Consultant may retain solely to monitor Consultant’s surviving obligations of confidentiality, (f) Consultant will immediately return to Kiniksa any and all equipment and supplies provided to Consultant under this Agreement, and (g) the terms, conditions and obligations under Sections 1.5, 1.8, 3, 4, 5, 6.3, and 7 will survive expiration or termination for any reason.
7. Miscellaneous.
[Signature Page Follows]
IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement as of the Effective Date.
Kiniksa Pharmaceuticals, GmbHCONSULTANT
By: /s/ Daniel Palmqvist By: /s/ Eben Tessari
Name:Daniel PalmqvistName: Eben Tessari
EXHIBIT A
Work Order # 1
This Work Order is made pursuant to the terms of that certain Master Consulting Agreement, dated May 12, 2026 (the “Agreement”), between Kiniksa Pharmaceuticals, GmbH (“Kiniksa”) and Eben Tessari (the “Consultant”). This Work Order is made effective as of May 15, 2026 (“Work Order Effective Date”) and is made a part of and subject to the terms and conditions of the Agreement. All capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Agreement.
The following terms and conditions apply solely to Services under this Work Order and do not apply to any other Work Order. In the event of any conflict between the terms of this Work Order, including any Appendix, and the Agreement, the terms of this Work Order shall govern only with respect to the type and scope of Services to be provided. Unless otherwise provided in this Work Order, the Agreement shall govern with respect to all other conflicts.
| 1. | Services: |
Consultant will provide advice and support on matters relating to abiprubart, KPL-387, KPL-1161, KPL-374, KPL-871 and business development opportunities. Consultant will additionally serve as an advisor to the Science and Research Committee, which will include reviewing materials provided to the Science and Research Committee in advance of Committee meetings, attending (in-person or remotely) regularly scheduled Committee meetings and, to the extent Consultant is available, attending (in-person or remotely) ad hoc meetings of Committee members.
2.Compensation:
Services Compensation and Expenses. For the services described above, Kiniksa shall pay Consultant at the rate of $450.00 per hour (the “Hourly Rate”) for Services actually completed. For reimbursement for Services, consulting invoices need to reference a valid Kiniksa purchase order number. Consultant shall bear Consultant’s own day-to-day expenses, such as expenses for local or U.S. telephone calls, faxes and mail, that Consultant incurs in performing services under this Agreement. Kiniksa agrees to reimburse Consultant for all expenses that Kiniksa has authorized in advance in writing.
Compensation shall not exceed $120,000 (USD) without the prior written approval from Kiniksa.
Purchase Orders. After full execution of this Agreement, Kiniksa will issue a purchase order via e-mail that covers all designated costs, expenses and compensation to be paid under this Agreement. In the event that costs, expenses, compensation or any other amount relating to the Services exceeds the amount of the purchase order, prior written authorization is required in advance for such additional amounts in the form of a revised purchase order. Kiniksa will send Consultant a Purchase Order number in a separate communication for invoices to reference. Invoices should reference this Agreement, its Purchase Order number, and should be submitted electronically to Kiniksa at AccountsPayable@Kiniksa.com.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned are duly authorized representatives of their respective Parties and have duly executed this Work Order as of the Work Order Effective Date.
Kiniksa Pharmaceuticals, GmbH | | CONSULTANT | ||
By: | /s/ Daniel Palmqvist | | By: | /s/ Eben Tessari |
Print Name: | Daniel Palmqvist | | Print Name: | Eben Tessari |
Title: | Managing Director | | Title: | |