EX-10.5





 Exhibit 10.5 

INTRINSIC MEDICINE, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION
POLICY 
 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or
consultant to Intrinsic Medicine, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the
Company’s common stock (the “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering (the “Effective Date”). An Eligible Director may decline all or any
portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This policy is effective as of the Effective Date and may be amended at any time in the
sole discretion of the Board or the Compensation Committee of the Board. 
 Annual Cash Compensation 

The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of
each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid on the last day of the first fiscal quarter in which the Eligible Director
provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment. 
  

	1.	 Annual Board Service Retainer: 



 

	 	a.	 All Eligible Directors: $36,000 



 

	 	b.	 Independent Chair of the Board or Lead Independent Director Service Retainer (in addition to Eligible Director
Service Retainer): $30,000 


  

	2.	 Annual Committee Chair Service Retainer: 



 

	 	a.	 Chair of the Audit Committee: $15,000 



 

	 	b.	 Chair of the Compensation Committee: $10,000 



 

	 	c.	 Chair of the Nominating and Corporate Governance Committee: $8,000 



 

	3.	 Annual Committee Member Service Retainer (not applicable to Committee Chairs): 



 

	 	a.	 Member of the Audit Committee: $7,500 



 

	 	b.	 Member of the Compensation Committee: $5,000 



 

	 	c.	 Member of the Nominating and Corporate Governance Committee: $4,000 



Equity Compensation 
 The equity compensation set forth
below will be granted under the Company’s 2022 Equity Incentive Plan (the “Plan”), subject to the approval of the Plan by the Company’s stockholders. All stock options granted under this policy will be nonstatutory
stock options that contains the 

  
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following terms (i) an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, (ii) a term of ten
years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan), (iii) vesting acceleration in full upon a Change in Control (as defined in the Plan) or upon the Eligible directors
death or Disability (as defined in the Plan), and (iv) a post-termination exercise period for vested options upon the Eligible Directors termination of Continuous Service other than for Cause (as such terms are defined in the Plan) of three
years from the date of termination (subject to earlier termination as provided in the Plan or as a result of the ten year maximum term of the option). 

2.    Initial Grant: For each Eligible Director who is first elected or appointed to the Board upon or following the Effective
Date, on the date of such Eligible Director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further
action by the Board or the Compensation Committee of the Board, granted a stock option to purchase a number of shares of Common Stock equal to 0.05% the number of shares of Common Stock outstanding as of the Eligible Director’s election or
appointment rounded up to the nearest whole share (the “Initial Grant”). One-third of the shares subject to each Initial Grant will vest on the
one-year anniversary of the date of grant. One-thirty-sixth of the shares subject to each Initial Grant will vest in equal monthly installments thereafter on the first
day of the month, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through each such vesting date. In the case of each vesting, the number of shares to be vested shall be rounded up to the nearest whole share
without increasing the aggregate number of shares issuable pursuant to the option grant. 
 3.    Annual Grant: On the Effective
Date and on the date of each annual stockholder meeting of the Company held after the Effective Date (an “Annual Meeting”), each Eligible Director who will serve as a non-employee
member of the Board thereafter will be automatically, and without further action by the Board or the Compensation Committee of the Board, granted a stock option to purchase a number of shares of Common Stock equal to 0.05% of the Company’s
Common Stock outstanding on such date rounded up to the nearest whole share (the “Annual Grant”). The shares subject to the Annual Grant will vest on the one-year anniversary of the
date of grant, provided that the Annual Grant will in any case be fully vested on the date of Company’s next Annual Meeting, subject to the Eligible Director’s Continuous Service through such vesting date. 

4.     Prorated Annual Grant: If an Eligible Director is elected or appointed for the first time to be an Eligible Director after
the Effective Date and other than at an Annual Meeting, then the Eligible Director will be granted a prorated Annual Grant on the date of the Eligible Director’s election or appointment (the “Prorated Annual Grant”)
that will be subject to the number of shares of Common Stock equal to 0.05% of the Company’s Common Stock outstanding on such date multiplied by a fraction, the numerator of which is equal to (i) 12 minus (ii) the number of
completed months since the Effective Date or the most recent Annual Meeting, as applicable, as of the Eligible Director’s date of election or appointment, and the denominator of which is 12, with the resulting number of shares rounded up to the
nearest whole share. The shares subject to the Prorated Annual Grant will vest on the one-year anniversary of the date of grant, provided that the Prorated Annual Grant will in any case be fully vested on the
date of Company’s next Annual Meeting, subject to the Eligible Director’s Continuous Service through such vesting date. 

  
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 Non-Employee Director Compensation Limit 

Notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director (as defined in the Plan) shall in no event exceed the limits set forth in the Plan. 

  
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