0001193125-17-323493 Sample Contracts

AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT for MSK’s technology WT1 Peptide Vaccine Technology
Exclusive License Agreement • October 30th, 2017 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York

This Amended and Restated Exclusive License Agreement (the “Agreement”) is effective as of the date of the last signature below (“Effective Date”), and is by and between MEMORIAL SLOAN KETTERING CANCER CENTER (hereinafter referred to as “MSK”), a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York, NY 10065, and SELLAS LIFE SCIENCES GROUP LTD. (or its successor/assignee) an exempted limited company incorporated under the laws of Bermuda with offices at O’Hara House, 3 Bermudian Road, Hamilton HM 11, Bermuda, (“Licensee”). MSK and Licensee are sometimes referred to singly as “Party” and collectively as “Parties”.

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Sellas Life Sciences Group, Inc. EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2017 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of September 1, 2016 by and between SELLAS LIFE SCIENCES GROUP INC., a Delaware corporation (the “Company”) and Gregory Torre, JD, PhD (“Executive”) (each being a “Party” hereto and together constituting the “Parties”).

LICENSE AGREEMENT
License Agreement • October 30th, 2017 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York

License Agreement made as of the 20th day of March 2017, by and between Madison Avenue Suites LLC and Sellas Life Sciences Group Inc

SELLAS LIFE SCIENCES GROUP AG EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2017 • Galena Biopharma, Inc. • Pharmaceutical preparations

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of September 1, 2016 by and between Sellas Life Sciences Group AG, a Swiss corporation (the “Company”), currently in the process of redomiciling to Bermuda under its new operating name Sellas Life Sciences Group Ltd., and Angelos Stergiou (“Executive”) (each being a “Party” hereto and together constituting the “Parties”).

SELLAS LETTERHEAD]
Retention Agreement • October 30th, 2017 • Galena Biopharma, Inc. • Pharmaceutical preparations

You are an important part of SELLAS Life Sciences Group Ltd (the “Company”), and we recognize that your engagement and commitment are critical to the Company’s success. We value the contributions you make to our organization and are pleased to offer you the opportunity to earn Retention Bonus (as defined and described below) upon and subject to the terms and conditions of this Retention Agreement (the “Retention Agreement”).

SELLAS LIFE SCIENCES GROUP INC. EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2017 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 24, 2017 (the “Effective Date”) by and between Sellas Life Sciences Group Ltd, a Bermudian company (the “Company”) with an address at 315 Madison Avenue, 4th Floor, New York, New York 10017 and ALEKSEY KRYLOV (“Employee”) with an address at 45 Harding Drive, South Orange, New Jersey 07079 (collectively referred to as the “Parties” or individually referred to as a “Party”).

Nicholas J. Sarlis, MD, PhD Greenville, DE 19807 RE: Retention Agreement Dear Dr. Sarlis,
Galena Biopharma, Inc. • October 30th, 2017 • Pharmaceutical preparations

You are an important part of SELLAS Life Sciences Group Ltd (the “Company”), and we recognize that your engagement and commitment are critical to the Company’s success. We value the contributions you make to our organization and are pleased to offer you the opportunity to earn Retention Bonus (as defined and described below) upon and subject to the terms and conditions of this Retention Agreement (the “Retention Agreement”).

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