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This Consulting Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] ("Effective Date"), by and between:

Renaistre Scientific LLC, a Nevada limited liability company ("Consultant"), with its principal place of business in Nevada; and

[COMPANY NAME], a company with its principal place of business at [COMPANY ADDRESS], [CITY], [STATE], [ZIP] ("Client").

Consultant and Client are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

1. ENGAGEMENT OF SERVICES

Client hereby engages Consultant to provide consulting services related to [PROJECT TITLE] (the "Services"), and Consultant agrees to perform such Services in accordance with the terms and conditions of this Agreement. The specific scope of Services is set forth below and may be further described in a Statement of Work ("SOW") executed by both Parties and attached hereto as Exhibit A, which is incorporated herein by reference.

The scope of Services to be performed by Consultant is as follows:

[SCOPE OF WORK]

Consultant shall have the right to determine the method, details, and means of performing the Services. In the event of any conflict between this Agreement and an SOW, the terms of this Agreement shall control unless the SOW expressly states otherwise.

2. TERM

This Agreement shall commence on the Effective Date and shall continue until the Services are completed, or until such other date as the Parties may agree in writing, or until terminated by either Party in accordance with Section 9 of this Agreement, whichever occurs first.

3. COMPENSATION

In consideration for the Services rendered by Consultant, Client shall pay Consultant the hourly rate set forth in Exhibit A — Statement of Work ("Hourly Rate"). If no Exhibit A has been executed, the Hourly Rate shall be as mutually agreed upon in writing by the Parties prior to commencement of Services.

Consultant shall submit invoices to Client for all billable hours worked during each calendar month, submitted at the end of that calendar month. Client shall pay each invoice within thirty (30) days of receipt (Net 30). Payments shall be made by wire transfer, ACH, check, or such other method as mutually agreed by the Parties in writing.

In the event Client fails to pay any invoice within the payment period, interest shall accrue on the unpaid balance at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.

Consultant shall be responsible for all taxes imposed on Consultant's compensation under this Agreement, including self-employment taxes. Client shall not withhold any taxes from payments made to Consultant.

4. EXPENSES

Client shall reimburse Consultant for all reasonable and necessary out-of-pocket expenses incurred by Consultant in connection with the performance of the Services, provided that such expenses are pre-approved in writing by Client and supported by appropriate documentation. Notwithstanding the foregoing, individual expense items not exceeding two hundred fifty dollars ($250.00) per item do not require prior written approval, provided that Consultant provides supporting documentation with the applicable invoice.

5. INDEPENDENT CONTRACTOR RELATIONSHIP

Consultant is an independent contractor and not an employee, partner, agent, or joint venturer of Client. Nothing in this Agreement shall be construed to create an employment relationship between Consultant and Client.

Consultant shall have no authority to bind Client to any contract or obligation without Client's prior written consent. Consultant shall not represent to any third party that Consultant is an employee or agent of Client.

Consultant shall be solely responsible for providing all equipment, tools, and materials necessary to perform the Services, unless otherwise agreed in writing by the Parties.

6. CONFIDENTIALITY

Each Party acknowledges that in connection with this Agreement, it may receive or have access to information that is proprietary or confidential to the other Party ("Confidential Information"). Confidential Information includes, without limitation, trade secrets, business plans, financial information, technical data, research and development information, compound structures, assay data, preclinical and clinical study results, drug candidate information, target identification and validation data, proprietary scientific methodologies, customer and partner lists, and any other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose the other Party's Confidential Information to any third party without the prior written consent of the disclosing Party; and (c) use the other Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by applicable law, regulation, court order, or the lawful request of a governmental or regulatory authority (including the U.S. Food and Drug Administration or the U.S. Securities and Exchange Commission), provided that the receiving Party provides prompt written notice to the disclosing Party to the extent permitted by law and cooperates with the disclosing Party in seeking a protective order or other appropriate relief.

The confidentiality obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of five (5) years.

7. INTELLECTUAL PROPERTY

All work product, inventions, discoveries, improvements, writings, reports, analyses, and other materials specifically created or developed by Consultant for Client in connection with the performance of the Services ("Work Product") shall be the sole and exclusive property of Client, provided that Client has paid in full all amounts due to Consultant under this Agreement. If Client fails to make any payment when due and such failure is not cured within thirty (30) days of written notice, the assignment of Work Product set forth herein shall be deemed suspended and held in trust by Consultant until all outstanding amounts are paid in full.

Consultant hereby assigns to Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein, subject to the payment condition above. Consultant agrees to execute any documents and take any actions reasonably requested by Client to perfect, protect, or enforce Client's rights in the Work Product.

Notwithstanding the foregoing, Consultant retains sole ownership of all pre-existing intellectual property, general scientific methodologies, analytical frameworks, data analysis approaches, tools, software, and know-how that Consultant brings to or develops independently of the engagement ("Consultant Background IP"), including any improvements or refinements to Consultant Background IP that are not specific to Client's compounds, targets, or proprietary data. To the extent any Consultant Background IP is incorporated into the Work Product, Consultant hereby grants Client a non-exclusive, royalty-free, perpetual, irrevocable license to use such Consultant Background IP solely in connection with the Work Product.

8. REPRESENTATIONS AND WARRANTIES

Consultant represents and warrants that: (a) Consultant has the full right, power, and authority to enter into this Agreement and to perform the Services; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards applicable to pharmaceutical and biotechnology consulting; (c) the Work Product will not infringe upon or misappropriate any intellectual property rights of any third party; and (d) Consultant is not subject to any agreement or obligation that would prevent or restrict Consultant from performing the Services.

Client represents and warrants that: (a) Client has the full right, power, and authority to enter into this Agreement; and (b) Client's use of the Work Product will comply with all applicable laws and regulations.

9. TERMINATION

Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other Party. If Client terminates this Agreement for convenience with less than thirty (30) days' written notice, Client shall pay Consultant, in addition to all fees and expenses accrued through the termination date, a short-notice fee equal to two (2) weeks of billable hours at the agreed Hourly Rate based on the average weekly hours billed during the three (3) months preceding the notice (or the full engagement period if shorter), as reasonable compensation for Consultant's lost scheduling opportunity.

Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or receivership proceedings; or (c) engages in fraudulent, illegal, or unethical conduct.

Upon termination of this Agreement: (a) Client shall pay Consultant for all Services performed and expenses incurred through the effective date of termination, together with any applicable short-notice fee under this Section; (b) each Party shall promptly return or destroy the other Party's Confidential Information upon written request; and (c) the provisions of Sections 3, 6, 7, 10, 11, and 12 shall survive termination.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CONSULTANT'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO CONSULTANT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE THOUSAND DOLLARS ($5,000.00).

11. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, and successors (the "Indemnified Party") from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Indemnifying Party's breach of this Agreement; (b) the Indemnifying Party's negligence or willful misconduct; or (c) the Indemnifying Party's violation of any applicable law or regulation.

12. GENERAL PROVISIONS

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles. Any disputes arising out of or related to this Agreement shall be resolved in accordance with the Dispute Resolution provision below.

Dispute Resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, the Parties shall first attempt to resolve the matter through good-faith negotiation for a period of thirty (30) days following written notice from one Party to the other identifying the dispute. If the dispute is not resolved through negotiation within that period, the Parties shall submit the dispute to non-binding mediation administered by a mutually agreed mediator in Nevada before either Party may initiate litigation. The costs of mediation shall be shared equally by the Parties. If mediation fails to resolve the dispute, either Party may pursue its rights exclusively in the state or federal courts located in Nevada, and each Party hereby consents to the personal jurisdiction of such courts.

Assignment. Neither Party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement without consent to a successor entity in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations of the assigning Party under this Agreement and written notice is provided to the other Party within ten (10) days of such assignment. Any purported assignment in violation of this Section shall be null and void.

Entire Agreement. This Agreement, together with any SOW(s) attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof.

Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties.

Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No waiver shall be deemed a continuing waiver or a waiver of any other provision.

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond such Party's reasonable control, including acts of God, natural disasters, pandemics, epidemic disease, government actions, or other force majeure events, provided that the affected Party provides prompt written notice to the other Party and uses commercially reasonable efforts to resume performance as soon as practicable.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement shall create or be deemed to create any rights in any third party.

Notices. All formal legal notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by certified mail, return receipt requested, to the addresses set forth below. Operational and day-to-day communications may be directed to the Parties' respective project contacts as agreed separately.

If to Consultant: Renaistre Scientific LLC [ADDRESS] Email: adam@renaistrescientifictx.com

If to Client: [COMPANY NAME] [NOTICE ADDRESS], [CITY], [STATE], [ZIP] Email: [EMAIL]

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Consulting Agreement as of the Effective Date first written above.

RENAISTRE SCIENTIFIC LLC ("Consultant")

Signature: _______________________________

Name: Adam C. Mathias

Title: Founder & Principal Consultant

Date: ___________________________________

[COMPANY NAME] ("Client")

Signature: _______________________________

Name: [REPRESENTATIVE NAME]

Title: [TITLE]

Email: [EMAIL]

Date: ___________________________________