The Services will be provided solely by Consultant. Consultant may not subcontract any of the Services under this Agreement to any third party.

Consultant represents that it has the requisite expertise, ability, and legal right to provide the Services and will perform the Services diligently and with due care. Consultant will abide by all applicable laws, rules, and regulations applicable to it in the performance of the Services. The Company acknowledges and agrees that Consultant will perform the Services on a best efforts basis.

Consultant shall keep the Company reasonably informed about the status of the Services. Consultant agrees to participate in activities including meetings and/or conference calls if required that may be held on a regular basis between Consultant and the Company to evaluate, review or discuss the progress made on the performance of the Services.

Consultant shall not disclose to the Company any confidential or proprietary information that belongs to any third party unless Consultant first obtains the consent of such third party and enters into a separate confidentiality agreement with the Company covering that disclosure. Consultant shall not represent to the Company as being unrestricted any designs, plans, models, samples, or other writings or products that Consultant knows are covered by valid patent, copyright, or other form of intellectual property protection belong to a third party.

Compensation. As the only consideration due Consultant for such Services, the Company will provide Consultant with the consideration described in the Scope of Services, attached hereto as Schedule A.

Reimbursement for Expenses. Certain expenses may be identified on Schedule A as reimbursable by the Company. If and only if Schedule A provides for the reimbursement of such expenses, Consultant may obtain reimbursement of such expenses by submitting expense reports with receipts or such other documentation as may be required under the Company’s policies or under the terms of this Agreement. All other expenses incurred by Consultant in connection with providing the Services under this Agreement will be the sole responsibility of Consultant.

Invoicing. Consultant shall invoice the Company in accordance with the invoice schedule in Schedule A.

Taxes. Consultant hereby acknowledges that the Company will report as compensation all payments to Consultant hereunder. Consultant will pay all required taxes on Consultant’s income from the Company under this Agreement. Consultant will provide the Company with Consultant’s taxpayer identification number or social security number, as applicable.

No Benefits. During the Term, the Company shall not be obligated, under any circumstances, to pay for, or keep in effect, any hospitalization, health, life or other insurance for the benefit of Consultant, to pay any employment or similar taxes, to make any tax withholdings or to provide any benefits that the Company provides to its employees. All payroll and employment taxes, insurance and benefits shall be the sole responsibility of Consultant. If Consultant (or any individual service provider of Consultant) is reclassified by a state or federal agency or court as the Company’s employee, Consultant and its individual service providers will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the Company’s benefit plans or programs of the Company in effect at the time of such reclassification, Consultant or any individual service provider would otherwise be eligible for such benefits.

Definition. For purposes of this Agreement, “Confidential Information” means information not generally known or available outside the Company and information entrusted to the Company in confidence by third parties. Confidential Information includes, but is not limited to, all information and data in whatever form disclosed to Consultant by or on behalf of the Company or its Affiliates, including, without limitation, information concerning the Company’s business, financial condition, operations, inventions, know-how, procedures, products, marketing plans, developmental or experimental work, clinical or other programs, and plans for research and development. Confidential Information also includes (i) any written work product or deliverables provided by Consultant to the Company pursuant to this Agreement, and (ii) the existence and terms of this Agreement. Consultant acknowledges the confidential and secret character of the Confidential Information and agrees that the Confidential Information is the sole, exclusive and extremely valuable property of the Company.

Confidential Information does not include information that Consultant can demonstrate by competent evidence (i) was in the public domain at the time of its receipt from or on behalf of the Company or thereafter enters into the public domain through no fault of the Consultant; (ii) was already in Consultant’s possession prior to receipt from or on behalf of the Company, as evidenced by Consultant’s written records, and under no obligation of confidentiality to the Company; or (iii) was or is furnished to Consultant by a third party not bound by any obligation of confidentiality.

At all times during and following the Term, Consultant shall not, directly or indirectly: (i) reproduce any of the Confidential Information except as necessary to perform the Services without the applicable prior written consent of the Company, (ii) use the Confidential Information except in the performance of the Services, (iii) disclose, divulge, reveal, report, publish, or transfer to any third party for any purpose whatsoever, any Confidential Information, and (iv) keep in confidence all Confidential Information. Consultant will exercise all reasonable precautions to physically protect the confidentiality of the Confidential Information.

Consultant agrees and acknowledges that, in the event of any breach of this Agreement by Consultant, the Company may be irreparably and immediately harmed and may not be made whole by monetary damages. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled in law or in equity the Company, shall be entitled to seek an injunction or injunctions in a court of competent jurisdiction to prevent breaches or threatened breaches of this Agreement and/or to seek to compel specific performance of this Agreement. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

Consultant shall, promptly upon written request, whether during or after the Term, return to the Company or destroy any and all Confidential Information (whether in hard copy or electronic format, and including any copies thereof) in Consultant’s possession or under Consultant’s control, and upon request shall certify to the Company the return or destruction of all such Confidential Information.

If Consultant is required by a governmental authority or by order of a court of competent jurisdiction to disclose any of the Company’s Confidential Information, Consultant will give the Company prompt advance written notice thereof (if legally permitted) and Consultant will take all reasonable and lawful actions to avoid or minimize the degree of such disclosure. Consultant will cooperate reasonably with the Company in any efforts to seek a protective order.

Nothing in this Agreement prohibits the Consultant from reporting possible violations of U.S. Federal law or regulation to any government agency or entity, including, but not limited to, the U.S. Department of Justice or the U.S. Securities and Exchange Commission, or making other disclosures to other governmental agencies that are protected under the whistleblower provisions of U.S. Federal law or regulation or any other applicable law. The Consultant does not need the prior authorization of the Company (or any of its managers, members or employees) to make any such reports or disclosures and is not required to notify Fairmount Funds Management LLC (“Fairmount”) (or any of its managers, members or employees) that such reports or disclosures were made by it.

Nothing in this Agreement will affect a Party’s rights to its Background Intellectual Property nor imply a grant of any license to a Party’s Background Intellectual Property unless expressly set forth herein. Except as expressly provided in this Agreement, no right, title or interest in or to any the Company product or any trademark or any other intellectual property right of the Company is granted, whether express or implied, by the Company to Consultant. “Background Intellectual Property” means all intellectual property owned or licensed by the respective Parties as of the Effective Date (and during the Term) and/or any intellectual property conceived, reduced to practice, used or developed by either Party outside the scope of this Agreement, and any improvements or enhancements thereof, and that is under the control of either Party and that is reasonably necessary, relevant or otherwise useful for performing the Services under this Agreement.

Consultant hereby agrees that any know-how, invention, discovery, improvement, drawing or design or other intellectual property which Consultant develops as a result of performing the Services (collectively, “Company Intellectual Property”) are “works for hire,” and furthermore, Consultant hereby assigns to the Company any right, title, and interest Consultant may have in any Company Intellectual Property. Upon the request of the Company, Consultant shall provide the Company with all documentation relating to any Company Intellectual Property, and execute and deliver to the Company such further assignments, documents, and other instruments, as may be necessary to assign Company Intellectual Property to the Company and to assist the Company in applying for, obtaining and enforcing patents or other rights in the United States and in any foreign country with respect to any Company Intellectual Property. The Company will bear the cost of preparation of all patent or other applications and assignments, and the cost of obtaining and enforcing all patents and other rights to Company Intellectual Property.

Upon the written request of the Company, Consultant shall make any assignment provided for in this Section 5 directly to, or for the benefit of, the Company or the Company’s designee, including Consultant’s performance of any related obligations hereunder. If the Company is unable, for any reason, to secure Consultant’s signature on any document needed in connection with the actions described in Section 5(B) Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact to act for and in Consultant’s behalf to execute, deliver and file any and all documents with the same legal force and effect as if executed by Consultant. Consultant acknowledges that this appointment is coupled with an interest.

Consultant agrees not to publish any Company Intellectual Property without the prior written consent of the Company.

The Company acknowledges that Consultant may possess intellectual property relevant to Consultant’s business generally, and not developed specifically for the Company or as a direct result of performing the Services. Any intellectual property described by the preceding sentence is hereinafter referred to as “Consultant Intellectual Property.” Consultant hereby grants the Company a perpetual, fully paid-up, non-exclusive license to Consultant Intellectual Property for the purposes of receiving or enjoying the benefits of the Services, or of using the end products of the Services.

Termination of the Agreement. Either Party may terminate this Agreement at any time without cause upon thirty (30) days’ prior written notice to the other Party. The Company may also delay or suspend the Services under a Scope of Service at any time for any reason by giving Consultant written notice.

Termination for Breach. Either Party may terminate this Agreement by written notice to the other Party, if the other Party is in breach of its material obligations, representations or warranties set forth in this Agreement, which breach is not cured within ten (10) business days after receipt of written notice of such breach.

Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party: (a) becomes insolvent; (b) becomes the subject of a petition in bankruptcy which is not withdrawn or dismissed within sixty (60) days thereafter; or (c) makes an assignment for the benefit of creditors.

Obligations following Termination. Upon Consultant’s receipt of the Company’s notice of termination of this Agreement, Consultant shall use all reasonable efforts to conclude or transfer the Services in accordance with all applicable laws and the Company’s instructions. If necessary, the Parties shall negotiate in good faith a wind-down plan, including the tasks to be undertaken and the costs associated with the winding down and closing out of the Services. Upon termination of this Agreement, Consultant shall: (a) be entitled only to the fees due and documented expenses, including reasonable and necessary non-cancelable expenses, incurred prior to notice of termination; and (b) return the prorated share of any fees the Company paid in advance under any Scope of Service.

Survival. Any termination of this Agreement or a Scope of Service shall not relieve either party of its obligations or liability for breaches or defaults of this Agreement or the Scope of Service incurred prior to or in connection with termination. All rights and obligations of the Parties arising prior to the termination of this Agreement or a Scope of Service, all provisions of this Agreement either allocating responsibility or liability between the Parties, and all rights and obligations of the Parties which by their terms are to be performed or complied with subsequent to or survive the termination of this Agreement, including but not limited to, the Parties’ rights and obligations under Sections 3.E, 4, 5, 6.D, 6.E, 9, 11, 12, and 13 shall survive the termination of this Agreement and any Scopes of Service and continue in effect.

Consultant hereby certifies that Consultant (i) has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. §§ 335a(a) or (b), or debarred or sanctioned by any state or federal agency and (ii) is not currently excluded or otherwise ineligible from participating in any federal or state health care program. In the event that during the Term Consultant (i) becomes debarred, (ii) becomes excluded or otherwise ineligible from participating in any federal or state health care program, or (iii) receives notice of an action or threat of an action with respect to any such debarment, sanction, or exclusion, Consultant agrees to immediately notify the Company. Consultant also agrees that in the event that Consultant becomes debarred or excluded Consultant shall immediately cease all activities relating to this Agreement and the Company shall have the right to terminate this Agreement immediately.

Consultant hereby certifies that it has not and will not use in any capacity the services of any individual, corporation, partnership or association which (i) has been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. §§ 335a(a) or (b), (ii) has been debarred or sanctioned by any state or federal agency, or (iii) is excluded or otherwise ineligible from participating in any federal or state health care program. In the event that Consultant becomes aware of the debarment, sanction, or exclusion, or threatened debarment, sanction, or exclusion of any individual, corporation, partnership or association providing services to Consultant which directly or indirectly relate to the Services, Consultant shall notify the Company immediately. Upon the receipt of such notice by the Company, or if the Company otherwise becomes aware of such debarment, sanction, exclusion or threatened debarment, sanction, or exclusion, the Company shall have the right to terminate this Agreement immediately.

It is the intent of the Parties that this Agreement and the performance of the Parties’ duties hereunder shall not violate the anti-kickback and related provisions of the Social Security Act, 42 U.S.C. § 1320a-7b(b) (the “Anti-Kickback Statute”). The Parties represent that they have no intention to violate the prohibitions set forth in the Anti-Kickback Statute in connection with this Agreement. Consultant represents and warrants that Consultant will not attempt to and will not improperly or illegally influence, directly or indirectly individuals licensed to prescribe, and governmental agencies and their employees, by means including, but not limited to, offering inducements through monetary payments or other gifts of value designed to influence decisions relating to the marketing, approval, sale or purchase of the Company’s products. Consultant shall receive, for Services contracted hereunder, a fair market value compensation rate.

In performing Services, Consultant will perform all obligations in compliance with all relevant anti-corruption laws of the United States including the Foreign Corrupt Practice Act (FCPA), and of other countries, states, provinces or municipalities where Services are to be performed and Studies conducted. Neither Consultant, nor any of Consultant’s Affiliates shall make any payment or provide any other thing of any value to any government official, political party, official of a political party, candidate for political office, an employee of a state-owned or state-controlled entity, or any other person in order to either influence or induce such person to perform or forbear to perform acts, wherein such performance or forbearance would constitute a violation of anti-corruption laws.

Consultant shall not use the name of the Company, the Company’s Affiliates, or any of the Company’s or the Company’s Affiliate’s trademarks, whether registered or not, in any oral or written marketing-related communications to third parties, including any websites owned by Consultant, and advertising or customer lists, without the Company’s prior written consent.

Consultant’s relationship with the Company is confidential information subject to the terms of Section 5, with the exception that Consultant hereby grants to the Company an option at no additional expense to disclose confidentially, to display in the Company website, or to issue a public announcement regarding the existence of this Agreement including the appointment of Consultant as “Chief Executive Officer” of the Company and/or the collaboration hereunder during the Term at a time decided by the Company.

Consultant agrees to the disclosure by the Company of Consultant’s name, all funds payable to Consultant or an entity by or in which any Consultant receiving payments is employed, has tenure, or has an ownership interest, and such other information as may be required or appropriate, as follows: (i) as and if required by any laws or regulations applicable to the Services rendered to the Company, and/or (ii) as may be required by other applicable government authority.

No Conflicting Obligations. Consultant represents and warrants that Consultant does not have any relationship with third parties, including competitors of the Company, which would place them in conflict of interest in the performance of the Services, or which would prevent them from carrying out the terms of this Agreement. Consultant agrees to advise the Company of any such relationships that arise during the Term. The Company will then have the option to terminate this Agreement immediately without further liability to Consultant other than the payment of Services performed to the date of termination. Consultant further represents and warrants that Consultant’s performance of the Services and all other obligations under this Agreement does not and will not breach any written or oral agreement Consultant has entered into, or will enter into, with any other party.

No Conflicting Activities. Consultant agrees that, during the Term, other than its activities engaged, assistance provided or actions taken in performing services for Fairmount, Consultant will not (i) engage in any activity (whether or not during business hours) that is in any way competitive, or prepare to compete, with the business or demonstrably anticipated business of the Company, (ii) assist any other person or entity in competing, or in preparing to compete, with any business or demonstrably anticipated business of the Company, and (iii) act as an employee, consultant, director or advisor to any other business, or take any action that would constitute a conflict of interest, without the prior written consent of the Company, other than Consultant’s service as a member of the Board of Directors of Crescent Biopharma, Inc. and a member of the Board of Directors Astria Therapeutics, Inc. To the extent Consultant serves, has served or will serve as a director or officer of third-party entities, Consultant agrees to use reasonable efforts to avoid or minimize any conflict between the terms of the Agreement, Consultant’s obligations to such third-party entities and applicable law.

If so required, notwithstanding anything in this Agreement to the contrary, Consultant shall notify Consultant’s institution and/or other applicable authorities or organizations of the financial relationship being established by this Agreement by providing same with a copy of this Agreement prior to providing the Services. If required by local laws or institution policy, Consultant shall obtain authorization from its employer in the signature block at the end of this Agreement.

Affiliates. “Affiliate” means, with respect to a Party, any entity, that controls, is controlled by, or is under common control with, such Party. For purposes of this definition, “control” will refer to: (a) the possession, directly or indirectly, of the power to direct the management of an entity, whether through ownership of voting securities, by contract or otherwise, or (b) the ownership, directly or indirectly, of at least fifty percent (50%) of the voting securities or other ownership interest of an entity

Non-exclusivity. The Company does not grant exclusivity to Consultant for any of the Services. The Company is free to obtain the services of any third party to perform any or all of the Services. Consultant shall be free to provide consulting services to any third party and/or be employed by any third party, so long as such provision of consulting services or employment does not impede Consultant’s provision of the Services.

Governing Law; Venue. This Agreement will be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. With respect to any disputes arising out of or related to this Agreement, the Parties consent to the exclusive jurisdiction of, and venue in, the state courts in New Castle County in the State of Delaware (or in the event of exclusive federal jurisdiction, the courts of the District of Delaware).

Defend Trade Secrets Act of 2016. Consultant understands that pursuant to the federal Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret the individual’s attorney and may use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Prevailing Party. If it is necessary for a Party to initiate legal proceedings to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party, in addition to all other remedies, all costs of such enforcement, including reasonable attorneys’ fees.

Waiver. No failure or delay of a Party in exercising any right herein shall act as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise of any right hereunder.

Entire Agreement; Amendments and Waivers. This Agreement sets forth the entire agreement and understanding between the parties relating to its subject matter and supersedes all prior discussions and agreements (whether oral or written) between the parties with respect thereto. No amendments or waivers to this Agreement will be effective unless in writing and signed by the party against whom such amendment or waiver is to be enforced. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights; nor shall any single or partial waiver thereof preclude any other or further exercise of any right hereunder.

Severability. If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government or by the final determination of any court of competent jurisdiction, such invalidity shall not affect the enforceability of the enforceability and validity of the remainder of this Agreement and such provisions shall be interpreted so as to best accomplish the objectives of such invalid provisions within the limits of applicable law or court decision.

Successors and Assigns. Consultant may not assign, transfer or subcontract any obligations under this Agreement without the written consent of the Company. Any attempt to do so will be void. The Company may assign its rights and obligations under this Agreement in whole or part. This Agreement will be binding upon Consultant’s heirs, executors, administrators and other legal representatives, and Consultant’s successors and permitted assigns, and will be binding on and for the benefit of the Company and its successors and assigns.

Remedies. Consultant acknowledges and agrees that violation of this Agreement may cause the Company irreparable harm and that the Company will therefore be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, if such bond or security is required, Consultant agrees that a $1,000 bond will be adequate), in addition to any other rights or remedies that the Company may have for a breach of this Agreement. If any party brings any suit, action, counterclaim or other proceeding to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to recover a reasonable allowance for attorneys’ fees and litigation expenses in addition to court costs.

Notices. All notices under this Agreement must be in writing and shall be deemed given when delivered personally and confirmed by signature, or when received after being sent by nationally recognized courier service, or when received when sent by prepaid certified mail, to the address of the Party to be noticed as set forth herein or such other address as such Party last provided to the other Party by written notice.

Not Construed Against Drafter. The Parties acknowledge that they have read this Agreement, have had the opportunity to review it with an attorney of their respective choice, and have agreed to all its terms. Under these circumstances, the Parties agree that the rule of construction that a contract be construed against the drafter shall not be applied in interpreting this Agreement and that in the event of any ambiguity in any of the terms or conditions of this Amendment, such ambiguity shall not be construed for or against any Party hereto on the basis that such Party did or did not author same.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. A facsimile, PDF or other electronic signature of a Party shall be binding as an original.

Authority. By signing this Agreement, each Party represents that it is duly authorized to execute, enter into delivery and perform its obligations under this Agreement and that this Agreement is enforceable against it in accordance with its terms.

/s/ Keri Lantz

/s/ Jonathan Violin

Services. Consultation and advice on establishment of operations for the Company.

Compensation.

Payments and Invoices. Consultant will invoice the Company quarterly for any expenses. Invoices shall be submitted to accountspayable@korsabio.com. Each invoice shall describe in reasonable detail the Services related thereto and the expenses incurred in accordance with the terms of this Agreement. The Company shall pay each undisputed invoice within 30 days after receipt by the Company of an invoice and all required supporting documentation.

Expenses. If the Company requests that Consultant travel in connection with performance of the Services, the Company will also reimburse Consultant for all out-of-pocket expenses actually incurred by Consultant in rendering services under this Agreement so long as such expenses, in the Company’s opinion, are reasonable and necessary and have been pre-approved in writing by the Company. Such expenses will include reasonable and necessary travel, lodging and meals. Consultant shall provide the Company with a written expense report, complete with receipts or other reasonable documentation, for all such expenses requested for reimbursement.

Term. This Agreement will be for a term beginning on the Effective Date and automatically expire upon the date Consultant commences employment with the Company as its Chief Executive Officer (the “Officer Commencement Date” and such period, the “Term”).