Exhibit 10.34
CERTAIN 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.
November 21, 2023
Via Email Only
Ken Kobayashi [***]
RE: EXECUTIVE EMPLOYMENT AGREEMENT
Dear Dr. Kobayashi:
On behalf of Pyxis Oncology, Inc. (“Pyxis”, or the “Company”), it is my pleasure to confirm the terms and conditions of your employment as Pyxis’s Chief Medical Officer, with such duties and responsibilities as commensurate with such position, as disclosed in the position description and as directly by the Company or the Board. You shall report during your employment to the Company’s Chief Executive Officer (the “CEO”), commencing on November 27, 2023 (the “Start Date”). During your employment with Pyxis, you will devote substantially all of your professional efforts to the business of Pyxis, except that you may engage in the business activities described on Appendix A of this employment agreement (this “Agreement”), and other activities that may be approved in advance by the Company’s Chief Executive Officer, with advice from the Board (which together with the activities set forth on Appendix A may include one for-profit board membership(s)), in each case, so long as these activities do not interfere or conflict with your obligations to the Company. Your employment under the terms of this Agreement shall continue until it terminates in accordance with Section 5 below.
This Agreement supersedes, amends, and restates in all respects all prior agreements and understandings between you and the Company regarding the subject matter herein.
This Agreement is intended to summarize some of the terms and conditions of your employment.
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The remaining Initial Options to purchase 0.25% of the Pyxis’s common stock outstanding will vest upon your achievement of negotiated milestone, which we expect to finalize immediately after commencement of your employment with the Company and prior to actual grant of stock options. In the event of a conflict between the terms of this Agreement and the terms of the 2022 Inducement Plan and the underlying Stock Option Agreement, the terms of the 2022 Inducement Plan and the Stock Option Agreement shall prevail.
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If the foregoing is acceptable, please indicate your agreement by signing below and returning the original signed Agreement (keeping a copy for your own records) to me on or before November 27, 2023. If you have any further questions or require additional information, please feel free to contact me.
Sincerely,
PYXIS ONCOLOGY, INC.
By: | /s/ Lara Sullivan |
Lara S. Sullivan, M.D. | |
President & Chief Executive Officer |
ACCEPTED AND AGREED:
/s/ Ken Kobayashi | |
Date: | 11/21/2023 |
Appendices: |
| Appendix A - Approved Activities |
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| Appendix B - Separation Agreement and General Release |
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| Appendix C - Proprietary Information, Inventions and Non-Solicitation Agreement |
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