EX-10.5.5





 Exhibit 10.5.5 
 



 
 EMPLOYMENT AGREEEMENT 

This Employment Agreement (“Agreement”) is made between Advantagene Inc., a Delaware corporation d/b/a Candel Therapeutics (the
“Company”), and Nathan Caffo (the “Executive”) and is made effective as of 24 Sept. 2020 (the Effective Date”). 

WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the new terms and conditions
contained herein: and 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follow: 
 1. Employment.

 (a) Term. The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this agreement
commencing as of the Effective Date and continuing until such employment is terminated in accordance with the provisions hereof (the “Term”). The Executive’s employment with the Company shall continue to be “at will,”
meaning that the Executive’s employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement. 

(b) Position and Duties. The Executive shall serve as the Chief Business Officer of the Company. The Executive shall devote the
Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, as long as such services and activities do not interfere with the Executive’s performance of the Executive’s duties
to the Company, the Executive may (i) engage in religious, charitable or other community activities, (ii) perform consulting work for ALX Oncology (“ALX”) between the Effective Date and the first anniversary thereof (not to
exceed four hours per month on average), and (iii) serve on boards of directors of companies that are not competitive with the Company, do not otherwise present a conflict of interest and would not otherwise interfere with Executive’s
responsibilities and the performance of Executive’s duties hereunder, subject to the prior written approval of the Board. 
 2.
Compensation and Related Matters. 
 (a) Base Salary. The Executive’s initial base salary shall be paid at a rate of
$330,000.00 per year. The Executive’s base salary shall be reviewed for increase annually by the CEO and/or Compensation Committee of the Board (the Compensation Committee”). The base salary in effect at any given time is referred to
herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for employees. 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 (b) Incentive Compensation. 

(i) The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation
Committee from time to time. The Executive’s initial target annual incentive compensation shall be 35% of the Executive’s Base Salary. The target annual bonus incentive compensation in effect at any given time is referred to herein as
“Target Bonus.” The actual amount of the Executive’s annual incentive compensation, if any, shall be determined in discretion by the CEO and the Compensation Committee, subject to the terms of any applicable incentive
compensation plan that may be in effect from time to time. Except as otherwise provided herein, as may be provided by the CEO or the Compensation Committee or as may otherwise be set forth in the applicable compensation plan, the Executive must be
employed by the Company on the day such annual incentive compensation is paid to receive any annual incentive compensation; provided, however, that such annual incentive compensation will be paid no later than March 15th of the following year. 
 (c) Expenses. The Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its employees. 

(d) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit
plans in effect from time to time, subject to the terms of such plans. 
 (e) Paid Time Off. The Executive shall be entitled to take
paid time off in accordance with the Company’s applicable paid time off policy as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. 

(f) Equity. In connection with the commencement of the Executive’s employment, the Company will recommend to the Board that
Executive be granted an option to purchase a number of shares of the Company’s common stock equal to 1% of the Company’s fully diluted capitalization as of the date of grant, with an exercise price equal to the fair market value of the
Company’s common stock as of the date of such grant (expected to be based on the Company’s most recent third party 409A valuation as of September 1, 2020), subject to time-based vesting as follows: 25% shall vest on the 12-month anniversary of Executive’s employment commencement date, and 1/36 of the total remaining unvested shall vest monthly thereafter over the following 3 years until all arc vested, in each ease subject to
Executive’s continued employment with the Company on each such vesting date. The equity awards held by the Executive shall be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable
award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in the Equity Documents, all stock options and other
stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable if a Change in Control (to be
defined in the Equity Documents) occurs and within one (1) month prior to, or within twelve (12) months after, the effective time of such Change in Control, your employment terminates due to an involuntary termination (not including death
or Disability) without Cause (as defined below) or due to your voluntary termination with Good Reason (as defined below). 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 3. Termination. The Executive’s employment hereunder may be terminated without
any breach of this Agreement under the following circumstances: 
 (a) Death. The Executive’s employment hereunder shall
terminate upon his death. 
 (b) Disability. The Company may terminate the Executive’s employment if the Executive is disabled
and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or
positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certificate in reasonable detail by a physician selected by the Company to who the Executive or Executive’s
guardian has not reasonable objections as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall
cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on
the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the
Americans with Disabilities Act, 42 U.S.C. §12101 et seq. 
 (c) Termination by the Company for Cause. The Company may terminate
the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following, as expressly determined by the Board: 

(i) Executive’s conviction of any felony or any crime involving fraud or dishonesty; 

(ii) Executive’s participation in a fraud, act of dishonesty or other act of gross misconduct that adversely affect the
Company; 
 (iii) Conduct by the Executive that demonstrates Executive’s gross unfitness to serve; 

(iv) Executive’s violation of any statutory or fiduciary duty, or duty of loyalty, owed to the Company; 

(v) Executive’s breach of any material term of any contract between such Executive and the Company; and/or 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 (vi) Executive’s material violation of Company policy. 

Whether a termination is for Cause shall be decided by the Board in their exclusive judgement and discretion, exercised in good faith. Prior to any
termination for Cause pursuant to each event listed in (iv), (v) and (vi) above, to the extent such event(s) is capable of being cured by the Executive, (A) the Company shall give the Executive notice of such event(s), which notice shall
be specify in reasonable detail the circumstances constituting Cause, and (B) there shall be no Cause with respect to any such event(s) if the Board determines in good faith that such events have been cured by Executive within fifteen
(15) days after the delivery of such notice. 
 (d) Termination by the Company without Cause. The Company may terminate the
Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Sections 3(c) and docs not result from
the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause. 
 (e)
Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason by delivery of written notice to the Company effective fifteen (15) days after the date
of delivery of such notice. For purposes hereof, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the
Executive’s consent (each, a “Good Reason Condition”): 
 (i) a material reduction by the Company of
Executive’s Base Salary as initially set forth herein or as the same may be increased from time to time, provided, however, that if such reduction occurs in connection with a Company-wide decrease in executive team compensation, such reduction
shall not constitute Good Reason; 
 (ii) a material breach of this Agreement by the Company; 

(iii) the relocation of Executive’s principal place of employment, without Executive’s consent, in a manner that
lengthens his one-way commute distance by twenty-five (25) or more miles from his then-current principal place of employment immediately prior to such relocation; or 

(iv) a material reduction in Executive’s duties, authority, or responsibilities relative to Executive’s duties,
authority, or responsibilities in effect immediately prior to such reduction unless Executive is performing duties and responsibilities for the Company or its successor that arc similar to those Executive was performing for the Company immediately
prior to such transaction. 
 The “Good Reason Process” consists of the following steps: 

(i) the Executive reasonably determines in good faith that a Good Reason Condition has occurred; 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 (ii) the Executive notifies the Company in writing of the first occurrence
of the Good Reason Condition within 30 days of the first occurrence of such condition; 
 (iii) the Executive cooperates in
good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; 

(iv) notwithstanding such efforts, the Good Reason Condition continues to exist; and 

(v) the Executive terminates employment within 30 days after the end of the Cure Period. 

If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. 

4. Matters Related to Termination. 

(a) Notice of Termination. Except for termination as specified in Section 3(a), any termination of the Executive’s employment
by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon. 
 (b) Date of Termination. “Date of Termination” shall
mean: (i) if the Executive’s employment is terminated by death, the date of death; (ii) if the Executive’s employment is terminated on account of disability under Section 3(b) or by the Company for Cause under
Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Company without Cause under Section 3(d), the date on which a Notice of Termination is given or such later
date specified by the Company in the Notice of Termination if agreed to by the Executive; (iv) if the Executive’s employment is terminated by the Executive under Section 3(c) other than for Good Reason, 30 days after the date on which
a Notice of Termination is given, and (v) if the Executive’s employment is terminated by the Executive under Section 3(c) for Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period.
Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for
purposes of this Agreement. 
 (c) Accrued Obligations. If the Executive’s employment with the Company is terminated for any
reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in
accordance with. Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in
accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”). 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 (d) Resignation of All Other Positions. To the extent applicable, the Executive shall
be deemed to have resigned from all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason. The
Executive shall execute any documents in reasonable form as may be requested to confirm or effectuate any such resignations. 
 5.
Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Sections 3(d), or the Executive
terminates employment for Good Reason as provided in Section 3(c), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company,
which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and shall provide that if the
Executive breaches any of the Continuing Obligations, all payment of Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60
days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period: 

(a) the Company shall pay the Executive an amount equal to (A) 9 months of the Executive’s then-current Base Salary plus (B) the
Executive’s Target Bonus for the then- current year (the “Severance Amount”): provided that in the event the Executive is entitled to any payments pursuant to the Restrictive Covenants Agreement, the Severance Amount received in any
calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”): and 

(b) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper
election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly
employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 9 month anniversary of the Date of Termination; (B) the
date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the
Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service
Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions
and withholdings and paid on the Company’s regular payroll dates. 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 The amounts payable under Section 5, to the extent taxable, shall be paid out in substantially equal
installments in accordance with the Company’s payroll practice over 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar
year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of
Treasury’ Regulation Section 1.409A-2(b)(2). 
 6. Section 409A. 

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the
meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive
becomes entitled to under this Agreement on account of the Executive’s separation from sendee would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code
as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s
separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering
amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original
schedule. 
 (b) All in-kind benefits provided and expenses eligible for reimbursement under this
Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid
after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not
affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such
right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 

(c) To the extent that any payment or benefit described in this Agreement constitutes
“non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such
payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in
Treasury Regulation Section 1.409A-1(h). 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 (d) The parties intend that this Agreement will be administered in accordance with
Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with
Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this
Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder
without additional cost to either party. 
 (e) The Company makes no representation or warranty and shall have no liability to the Executive
or any other person if any provisions of this Agreement arc determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. 

7. Continuing Obligations. 

(a) Restrictive Covenants Agreements. As a condition of employment, the Executive shall be required to enter into the Proprietary
Information, Inventions, Non-competition and Non-Solicitation Agreement attached hereto as Exhibit A (the “Restrictive Covenants Agreement”). The Executive
acknowledges and agrees that the Executive received the Restrictive Covenants Agreement with this Agreement before the commencement of the Executive’s employment. For purposes of this Agreement, the obligations in this Section 7 and those
that arise in the Restrictive Covenants Agreement and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations.” 

(b) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with
any previous employer or other party which restricts in any way the Executive’s use or disclosure of information, other than confidentiality restrictions (if any), or the Executive’s engagement in any business of the Company’s. The
Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations
the Executive may have to any such previous employer or other party, hi the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous
employer or other part)’, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous
employment or other party’. 
 (c) Litigation and Regulatory Cooperation. During and after the Executive’s employment, the
Executive shall cooperate fully with the Company in (i) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that
transpired while the Executive was employed by the Company, and (ii) the investigation, whether internal or external, of any matters about which the Company believes the Executive may have knowledge or information. The Executive’s full
cooperation in connection with such claims, actions or 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 
investigations shall include, but not be limited to, being available to meet with counsel to answer questions or to prepare for discovery or trial and to act as a witness on behalf of the Company
at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company, at mutually convenient times, in connection with any investigation or review of any federal, state or local
regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out of pocket expenses incurred
in connection with the Executive’s performance of obligations pursuant to this Section 7(c). It is anticipated and intended that the Executive’s post-employment cooperation pursuant to this Section 7(c) will not unreasonably
interfere with his other employment, business or personal obligations. 
 (d) Relief. The Executive agrees that it would be difficult
to measure any damages caused to the Company which might result from any material breach by the Executive of the Continuing Obligations, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the
Executive agrees that if the Executive materially breaches, or proposes to materially breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other
appropriate equitable relief to restrain any such material breach without showing or proving any actual damage to the Company. 
 8.
Consent to Jurisdiction. The parties hereby consent to the jurisdiction of the state and federal courts of the Commonwealth of Massachusetts. Accordingly, with respect to any such court action, the Executive (a) submits to the personal
jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process. 

9. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements between the parties concerning such subject matter. 
 10. Withholding; Tax Effect. All payments made
by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law. Nothing in this Agreement shall be construed to require the Company to make any payments to
compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit. 

11. Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by
operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the
Executive’s consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially all of its properties or
assets; provided further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments,


  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 
benefits or vesting pursuant to Section 5 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive and the
Company, and each of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment but prior
to the completion by the Company of all payments or other compensation due to the Executive under this Agreement, the Company shall continue such payments and provide such other compensation to the Executive’s beneficiary designated in writing
to the Company prior to the Executive’s death (or to the Executive’s estate, if the Executive fails to make such designation). 

12. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any
section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 

13. Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the
Executive’s employment to the extent necessary to effectuate the terms contained herein. 
 14. Waiver. No waiver of any
provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement,
shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 
 15.
Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally or internationally recognized overnight courier service or by
registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or. in the case of the Company, at its main offices, attention of the Board. 

16. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized
representative of the Company. 
 17. Effect on Other Plans and Agreements. An election by the Executive to resign for Good Reason
under the provisions of this Agreement shall not be deemed a voluntary’ termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this
Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 7 hereof, and except that the Executive shall have no rights to any severance
benefits under any Company severance pay plan, offer letter or otherwise. Except for the Restrictive Covenants Agreement, in the event that the Executive is party to an agreement with the Company providing for payments or benefits under such
agreement and this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 18. Governing Law. This is a Massachusetts contract and shall be construed under and
be governed in all respects by the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with
the law as it would be interpreted and applied by the United States Court of Appeals for the First Circuit. 
 19. Counterparts. This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document. 

  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445 













 



 
 IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date. 

 

			
	 COMPANY:

	
	 Advantagene, Inc.

		
	 By:
	 	 /s/ Paul Peter Tak

	 Name:
	 	 Paul Peter Tak, M.D., Ph.D.

	 Title:
	 	 President & CEO

	
	 EXECUTIVE:

	
	 /s/ Nathan Caffo

	 Nathan Caffo



  
  

Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 

Tel. 617-916-5445