Exhibit
10.5


 


Wendy
Blosser


300
West Spring St. #1701


Columbus,
OH 43215


 


February
18, 2022


 


Dear
Wendy,


 


Proposed
appointment to Chief Executive Officer of Accustem Sciences, Inc.


 


It
gives me great pleasure to offer you the position as Chief Executive Officer of Accustem Sciences, Inc. (the “Company”) with
your employment scheduled to begin on March 4, 2022 (the “Effective Date”).


 


As
Chief Executive Officer, your duties will be ones normally associated with this position and such duties as are assigned to you from
time to time. This is a full-time position and you will be reporting directly to the Board of Directors. Your salary will be $425,000
per annum, payable in accordance with the Company’s standard payroll practices, which is to pay in equal semi-monthly instalments.


 


You
will be eligible to earn an annual cash bonus in the target sum equivalent to 45% of your base compensation, of which $47,813 shall be
guaranteed and paid in the first quarter of 2022. The remaining bonus will be subject to such conditions (including, but not limited
to, conditions based on your performance and that of the Company and conditions relating to the timing of payment) as we agree in the
annual review process, as part of which we will agree with you the precise criteria of the bonus conditions. The Company reserves the
right to not award a payment and the making of an award shall not oblige the Company to make any subsequent awards. You shall have no
right to be awarded, or where an award has been made, paid any bonus (pro rata or otherwise) if your employment has terminated. The precise
performance conditions for the bonus for the 2022 calendar year will be agreed between us as soon as is practicable and will based upon
progress achieved in accelerating and expediting the Company’s goals and commercialization programs.


 


The
Company will then, in the subsequent calendar year review process, review with you the progress towards your individual goals and the
quantum of the bonus to which you are eligible based on those goals.


 


Subject
to formal approval and issue we would expect you to receive on the Effective Date, an initial stock option award equal to 490,000 shares
of common stock of the Company with an exercise price equal to $2.66 per share.


 


Vesting
of 50% in aggregate of the options will be over four (4) years in tranches as follows, at the end of each year of completed service:


 


Year
1 – 10%


 


Year
2 – 10%


 


Year
3 – 10%


 


Year
4 – 20%


 


Vesting
of 25% of the options will be conditional on the Company completing a single equity fundraise which results in net proceeds to the Company
of not less than $30m.


 






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Vesting
of the remaining 25% will be conditional on the Company launching a certified CLIA Lab in the US by the end of Q4 2023.


 


The
490,000 options are exactly equal (in value and percentage terms) to the 9,800,000 options that we had discussed in the context of the
former UK entity – on the corporate reorganisation we consolidated the old shares on a 20 into 1 basis and accordingly the 490,000
reflects the identical percentage of the share capital of the new US entity as it did of the UK entity.


 


All
share option awards are subject to the general rules of the Company’s share option plan.


 


Your
employment is subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted
from time to time in the Company’s sole discretion. You will be eligible to participate on the same basis as similarly situated
employees in the Company’s benefit plans (if any) in effect from time to time during your employment, including a 401(k) plan.
All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such
plan. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.


 


You
will be expected to work an average of at least 40 hours per week during the Company’s normal business hours. As an exempt salaried
employee, you will be expected to work additional hours as required by the nature of your work assignments.


 


In
addition, the Company will offer participation in its medical, dental and vison benefit plans. Until the Company establishes a health
benefit plan, the Company will reimburse you for your monthly COBRA payment.


 


You
will be entitled to be reimbursed for your electronics such as cell phone or internet up to $200 per month.


 


The
Company shall reimburse you for use of your car on official Company business. The reimbursement
shall be paid monthly on the filing of a claim therefor by you. You shall be reimbursed for any mileage travelled at a rate based upon
the Internal Revenue Service business mileage deduction rate.


 


Your
employment with the Company will be “at will” which means that either you or the Company may terminate your employment at
any time for any reason, with or without advance notice.


 


This
offer is contingent on your executing the Proprietary Information, Inventions, Non-Solicitation and Non-Competition Agreement which we
will provide.


 


This
offer is also subject to the results of references and a background check.


 


By
signing this letter, you are representing that you had and have full authority to accept this position and perform the duties of the
position without conflict with any other obligations and that you are not involved in any situation that might create, or appear to create,
a conflict of interest with respect to your loyalty to or duties for the Company. You specifically warrant that you are not subject to
an employment agreement or restrictive covenant preventing full performance of your duties to the Company. You agree not to bring to
the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are
not generally available to the public, unless you have obtained express written authorization from the former employer for their possession
and use. You also agree to honour all obligations to former employers during your employment.


 


By
signing this letter, you acknowledge that the terms described in this letter, together with the Proprietary Information, Inventions,
Non-Solicitation and Non-Competition Agreement attached hereto, set forth the entire understanding between us and supersedes any prior
representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other
than those contained herein. No term or provision of this letter may be amended waived, released, discharged or modified except in writing,
signed by you and an authorized officer of the Company, except that the Company may, in its sole discretion, adjust salaries, incentive
compensation, stock plans, benefits, job titles, locations, duties, responsibilities, and reporting relationships.


 


Please
indicate your acceptance of this offer by signing below and returning to me along with the executed Proprietary Information, Inventions,
Non-Solicitation and Non-Competition Agreement.


 






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It
is likely that as a result of your position you may, from time to time, come into possession of material non-public information. You
will accordingly be required to adhere to the Company’s insider trading policy, a copy of which will be supplied to you.


 


You
will agree that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s
business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive
property of the Company.


 


You
agree that you will not disclose any Proprietary Information to any person or entity other than employees or advisors of the Company
or use the same for any purposes (other than in the performance of your duties as a consultant and solely for the benefit of Company)
without written approval by an officer of the Company, either during or after you serve as an employee, unless and until such Proprietary
Information has become public knowledge without your fault.


 


You
also agree that any materials containing Proprietary Information which shall come into your custody or possession shall be and are the
exclusive property of the Company to be used only in the performance of your duties for the Company. All such materials or copies thereof
and all tangible property of the Company in your custody or possession shall be delivered to the Company upon the earlier of (i) our
request or (ii) termination of your participation as a consultant. After such delivery, you shall not retain any such materials or copies
thereof or any such tangible property.


 


You
agree that your obligations not to disclose or to use Proprietary Information and materials containing Proprietary Information and to
return materials and tangible property also extend to such types of information, materials and tangible property of customers of the
Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to you or the Company.


 


All
inventions, discoveries, data, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable)
which are made, conceived, reduced to practice, created, written, designed or developed by you, solely or jointly with others, (i) in
connection with any meeting, discussions or negotiations with representatives of the Company if related to the business of the Company,
or (ii) if resulting or derived from Proprietary Information (collectively under clauses (i) and (ii), “Inventions”), shall
be the sole property of the Company. You hereby assign to the Company all Inventions and any and all related patents, copyrights, trademarks,
trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere. You
agree to promptly notify the Company upon your first becoming aware of any of the following: (i) your invention or first reduction to
practice of any Invention; or (ii) the disclosure or misuse of any Proprietary Information.


 


The
validity, interpretation, construction and performance of this offer letter, and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of law. This offer letter sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether
oral or written, between them relating to the subject matter hereof. This offer letter may be executed in any number of counterparts,
each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same
agreement.


 


If
the terms of your participation as set forth herein are acceptable, please sign where indicated below. Please return to me a signed copy
of this letter.


 






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On
behalf of our board, I very much look forward to working together with you.


 


	Yours
    sincerely	 
	 	 
	/s/
    Gabriele Cerrone	 
	Gabriele
    Cerrone	 
	for
                                            and on behalf of

                    Accustem
                    Sciences, Inc.
	 
	 	 
	ACCEPTED
    AND AGREED	 
	 	 
	Dated:	3/4/2022	 
	 	 
	/s/
    Wendy Blosser	 
	Wendy
    Blosser	 
	(Signature)	 




 






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