Exhibit 10.9


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement, effective as
of April 11, 2014 (the “Effective Date”), is between Corbus Pharmaceuticals Holdings, Inc. (the “Company”)
and Yuval Cohen (the “Executive”).


 


For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows:


 


		1.	EMPLOYMENT. Subject to the terms and conditions set forth herein, the Company hereby
employs the Executive, and the Executive hereby accepts such employment by the Company commencing on the Effective Date.



 


		2.	SCOPE OF EMPLOYMENT. During the term of this Agreement, Executive shall hold the
position of Chief Executive Officer and shall have those duties and responsibilities customarily associated with the title of Chief
Executive Officer plus any additional duties as may reasonably be assigned to him from time to time by the Company. The Executive
shall report directly to both the President and the Board of Directors. The Executive will devote his full time and best efforts
to the business and affairs of the Company. The Executive shall be subject to and comply with the Company’s policies, procedures
and approval practices as generally in effect at any time and from time to time.



 


		3.	PREVIOUS OBLIGATIONS. The Executive represents that his employment by the Company
and the performance of his duties on behalf of the Company does not, and shall not, breach any agreement that obligates the Executive
to keep in confidence any trade secrets or confidential or proprietary information of any other party or to refrain from competing,
directly or indirectly, with the business of any other party. The Executive shall not disclose to the Company any trade secrets
or confidential or proprietary information of any other party.



 


		4.	COMPENSATION. As full compensation for all services to be rendered by Executive during
the term of this Agreement, the Company will compensate the Executive as follows.



 


		4.1	Base Salary. The Company shall pay the Executive the base (the “Base
Salary”) at the annualized rate of $240,000, which shall be subject to customary withholdings and authorized deductions
and shall be payable in equal installments in accordance with the Company’s customary payroll practices in place from time
to time. The Executive’s Base Salary shall be subject to review on at least an annual basis.



 


		4.2	Annual Bonus.



 


		(a)	The Executive will be eligible to participate in an annual executive bonus plan pursuant to which
he may earn a bonus (“Bonus”) equal to up to 33% of his Base Salary (such maximum bonus may be referred
to as the “Target Bonus”).



 




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		(b)	Prior to the commencement of each calendar year the Company’s Board of Directors (the “Board”)
will establish and approve the Target Bonus for such calendar year. Achievement of the Target Bonus will be based on the Executive
meeting individual objectives and the Company meeting company-wide objectives (collectively, the “Performance Criteria”).



 


		(c)	The Board may, in its discretion, grant the Executive a Bonus in excess of the Target Bonus if
the Performance Criteria are exceeded.



 


		(d)	Following the close of each calendar year but in no event later than January 30th, the Board will
meet and determine the extent to which the Performance Criteria have been achieved for such year and the amount of the Bonus. Based
on that determination, payment of the Bonus (if any) shall be made by March 15th.



 


		(e)	Notwithstanding the foregoing to the contrary (including all Performance Criteria being met), payment
of the Bonus shall be at the discretion of the Board based on the financial condition of the Company.



 


		4.3	Signing Bonus. Within thirty (30) days following the Effective Date, the Company
will pay to the Executive in a lump sum the amount of $50,000 as a signing bonus.



 


		4.4	Stock Option Grants. Subject to the terms of the Corbus Pharmaceuticals
                                                                      Holdings, Inc. 2014 Equity Compensation Plan (the “2014 Plan”) and approval of the Board, upon or
                                                                      immediately following the initial closing of the private placement of units consisting of shares of Common Stock and warrants
                                                                      to purchase Common Stock pursuant to the Private Placement Memorandum of Corbus Pharmaceuticals Holdings, Inc. dated March
                                                                      27, 2014, the Executive will be granted options to purchase up to 312,728 shares of the Company’s common stock at an
                                                                      exercise price of $1.00 per share. In addition, options to purchase shares of the Company’s common stock pursuant to
                                                                      the 2014 Plan have been substituted for options previously granted to the Executive by JB Therapeutics, Inc.
                                                                      (“JBT”) in accordance with the terms of the Agreement and Plan of Merger dated as of March 27, 2014
                                                                      among the Company, JBT and Corbus Pharmaceuticals Acquisition, Inc. During the Term, subject to the terms of the 2014 Plan or
                                                                      any successor equity compensation plan as may be in place from time to time and separate award agreements, the Executive also
                                                                      shall be eligible to receive from time to time additional stock options or other awards in amounts, if any, to be approved by
                                                                      the Board or the Compensation Committee in its discretion.



 


		4.5	Benefits. During
                                         his employment and subject to any contribution therefore generally required of employees
                                         of the Company, the Executive shall be entitled to participate in any and all employee
                                         benefit plans from time to time in effect for executive employees of the Company generally.
                                         Such participation shall be subject to (i) the terms of the applicable plan documents,
                                         (ii) generally applicable policies of the Company and (iii) the discretion of the Board
                                         or any administrative or other committee provided for in or contemplated by such plan.
                                         The Company may alter, modify, add to or delete its employee benefit plans at any time
                                         as it, in its sole judgment, deems appropriate.






 




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		4.6	Vacations and Holidays. During the term
of his employment, the Executive shall be entitled to 15 paid days off (none of which may be carried over from one year to the
next) as well as those paid public holidays provided for in the Company’s standard policies, as they may be amended from
time to time.



 


		4.7	Changes to Compensation. After the Initial Term (as defined below), the Company may,
at its sole discretion, change the terms of the Executive’s compensation (other than the terms and conditions of outstanding
options or other awards under the 2014 Plan which shall continue to be governed by the applicable award agreements and the 2014
Plan). The Company shall give the Executive at least 14 days’ prior written notice of any such changes.



 


		5.	EXPENSES. The Executive shall be entitled to reimbursement by the Company for all
necessary and reasonable travel, entertainment and other business expenses incurred by him in connection with his duties hereunder.
The Company shall reimburse the Executive for all such expenses upon presentation of an itemized account and appropriate supporting
documentation, all in accordance with the Company’s generally applicable policies as in effect from time to time.



 


		6.	CONFIDENTIALITY.



 


		6.1	Definition. During the term of his employment, the Executive will have access to
the Company’s confidential business information (the “Confidential Information”). The definition
of Confidential Information includes any information regarding the Company or its affiliates that is not generally available to
the public. By way of example not limitation, Confidential Information includes inventions, designs, data, computer code, works
of authorship, know-how, trade secrets, formulas, compounds, indications, techniques, ideas, discoveries, products and services
under development, employee, investor, customer and vendor information of any kind, marketing and business plans and financial
information of any kind including pricing and profit margins.



 


		6.2	Ownership of Confidential Information. The Confidential Information (and all documents
containing Confidential Information) is and will, as between the Executive and the Company, be the sole property of the Company.



 


		6.3	Protection and Use of Confidential Information. The Executive shall preserve and
protect the confidentiality and security of the Confidential Information. At all times during and after his employment by the Company
and thereafter, the Executive will protect and not disclose to any third party any Confidential Information. The Executive shall
not use the Confidential Information or make any use of, the Confidential Information, except in connection with the performance
of his duties for the Company and for no other purpose or person.



 




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		6.4	Return of Confidential Information. Upon request of the Company, the Executive will
promptly (i) deliver to the Company all documents and other tangible media in the Executive’s possession or control that
evidence, contain or reflect Confidential Information (including all copies, reproductions, digests, abstracts, analyses, and notes)
and (ii) destroy any intangible materials that evidence, contain or reflect Confidential Information on equipment or media not
owned by the Company.



 


		7.	ASSIGNMENT OF WORK PRODUCT.



 


		7.1	Definitions.
The following capitalized terms shall have the meanings assigned to them below:






 


“Intellectual Property”
means collectively all Work Product and all Intellectual Property Rights relating to all Work Product.


 


“Intellectual Property
Rights” means all copyrights, copyright registrations and copyright applications, trademarks, service marks, trade
dress, trade names, trademark registrations and trademark applications, patents and patent applications, trade secret rights, and
all other rights and interests existing, created or protectable under any intellectual property or other law of any nation.


 


“Work Product”
means any and all inventions, discoveries, original works of authorship, developments, improvements, formulas, compounds, indications,
techniques, concepts, data and ideas (whether or not patentable or registerable under patent, copyright, or similar statute) made,
conceived, prepared, created, discovered, or reduced to practice by the Executive, either alone or jointly with others during the
period of his employment, that (i) result or relate to work performed by the Executive for the Company, (ii) are made by use of
the equipment, supplies, facilities or Confidential Information, or are made, conceived or completed, wholly or in part, during
hours in which the Executive is employed by the Company, or (iii) are related to the business of the Company or the actual or demonstrably
anticipated business of the Company.


 


		7.2	Property of the Company. All Intellectual Property is and will be the sole property
of the Company.



 


		7.3	Copyrights; Assignment. The Executive agrees that all copyrightable materials that
fall within the definition of Work Product, will be, to the maximum extent permitted by law, works-made-for-hire for the Company
under copyright law, and to the extent not works-made-for-hire, the Executive hereby assigns to the Company, without royalty or
further consideration to the Executive, all right, title, and interest he may have, or may acquire, in and to all Intellectual
Property.



 




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		7.4	Disclosure. The Executive will promptly disclose in writing all Work Product to the
Company. The Executive agrees to keep adequate and current written records of all such Work Product, in the form of notes, sketches,
drawings, electronic records and/or other reports, which records are, and will remain, the sole property of the Company and will
be available to the Company at all times.



 


		7.5	Execution of Documents. Whenever requested by the Company, both during the period
of the Executive’s employment and thereafter, the Executive will promptly sign and deliver to the Company any and all applications,
assignments and other documents that the Company considers necessary or desirable in order to: (a) assign, apply for, obtain, and
maintain any Intellectual Property Rights in the United States and for other countries relating to any Work Product, (b) assign
and convey to the Company or its designee the sole and exclusive right, title, and interest in and to all Intellectual Property,
(c) provide evidence regarding the Intellectual Property that the Company considers necessary or desirable, and (d) confirm the
Company’s ownership of the Intellectual Property, all without royalty or any other further consideration to the Executive.



 


		7.6	Assistance to the Company. Whenever requested by the Company, both during the period
of the Executive’s employment and thereafter, the Executive will assist the Company in assigning, obtaining, maintaining,
defending, registering and from time to time enforcing, in any and all countries, the Company’s right to the Intellectual
Property. This assistance may include, without limitation, testifying in a suit or other proceeding. If the Company requires assistance
from the Executive after termination of his employment, the Executive will be compensated for time actually spent in providing
assistance at an hourly rate equivalent to his compensation at the time his employment was terminated together with his reasonable,
actual out-of-pocket expenses incurred in providing such assistance.



 


		7.7	Power of Attorney. For use in the case that the Company cannot obtain the Executive’s
signature on any document that the Company considers necessary or desirable in order to assign, apply for, prosecute, obtain, or
enforce any Intellectual Property, whether due to the Executive’s non-cooperation, unavailability, or any other reason, the
Executive hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as his agent
and attorney-in-fact to act for, and on the Executive’s behalf, to execute and file any such document and to do all other
lawfully permitted acts to further the assignment, transfer to the Company, application, registration, prosecution, issuance, and
enforcement of all Intellectual Property, with the same force and effect as if executed and delivered by the Executive.



 




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		7.8	Prior Inventions. The Executive represents that any inventions, original works of
authorship, discoveries, concepts or ideas, if any, to which the Executive presently has any right, title or interest, and which
were previously conceived either wholly or in part by the Executive, and that the Executive desires to exclude from the operation
of this Agreement are identified on Schedule A of this Agreement (each a “Prior Invention”). The
Executive represents that the list contained in Schedule A is complete to the best of his knowledge. If during the Executive’s
retention with the Company, the Executive incorporates a Prior Invention into a Company product, process or service or its use,
the Executive shall be deemed to have automatically granted to the Company a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license to make, have made, modify, display, perform sell and otherwise use such Prior Invention as part of or in connection
with any Company product, process or service. The Executive shall not incorporate a Prior Invention into a Company product, process
or service or its use without the Company’s prior written consent.



 


		8.	NON-COMPETITION; NON-SOLICITATION.



 


		8.1	Non-competition.
                                         During the Restricted Period (as defined below), the Executive
                                         shall not directly or indirectly (i) serve as a partner, principal, shareholder, licensor,
                                         licensee, employee, officer, director, manager, agent, representative, advisor, promoter,
                                         associate, investor, or otherwise for any Competitive Business (as defined below), (ii)
                                         build, design, finance, acquire, lease, operate, manage, control, invest in, work, or
                                         consult for or otherwise join, participate in, or affiliate himself with, any Competitive
                                         Business or (iii) take any preparatory steps with respect to any of the foregoing. The
                                         foregoing covenant shall cover the Executive’s activities in every part of the
                                         world. The foregoing shall not apply to the Executive’s ownership of shares in
                                         a publicly-traded entity in which the Executive does not materially participate and in
                                         which the Executive’s ownership interest is one percent (1%) or less.






 


		8.2	Certain Definitions. The following capitalized terms shall have the meanings assigned
to them below:



 


“Competitive Business”
means any business that is developing a cannabinoid agonist for the treatment of scleroderma, cystic fibrosis or other inflammatory
or fibrotic diseases.


 


“Restricted Period”
means the period commencing on the Effective Date and continuing thereafter for a period of 12 months following the termination
of the Executive’s employment hereunder.


 


		8.3	Non-Solicitation. During the Restricted Period, the Executive shall not, directly
or indirectly, whether on behalf of himself or anyone else: (i) induce or attempt to induce a business associate of the Company
to refrain from doing business with the Company; (ii) use for his benefit or disclose the name and/or requirements of any such
business associate to any other person or persons, natural or corporate; or (iii) solicit any of the employees of the Company to
leave the employ of the Company or hire anyone who is an employee of the Company or has worked for the Company during the previous
12 months.



 




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		8.4	Extension of Restriction Period. The Restricted Period shall be extended by the length
of any period during which the Executive is in breach of the terms and conditions of this Section 8.



 


		8.5	Separate Covenants. The Executive acknowledges and agrees that the covenants set
forth in this Section 8 are an essential element of this Agreement and the transactions contemplated hereby and that, but for the
agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. The Executive
acknowledges and agrees that the provisions of this Section 8 constitutes an independent agreement and shall not be affected by
the performance or non-performance of any other provision of this Agreement by the Company.



 


		8.6	Blue Pencil Provision. The parties hereby expressly agree that the duration, scope
and geographic area of restriction set forth in this Section 8 are reasonable. In the event that any court of competent jurisdiction
shall hold that the duration, scope or area of restriction set forth in this Section 8 is unreasonable under circumstances now
or hereafter existing, the maximum duration, scope or area of restriction reasonable under such circumstances shall be substituted,
and each party hereto shall petition any such court to cause the maximum duration, scope or area of restriction reasonable under
such circumstances to be so substituted for the duration, scope or area of restriction set forth herein.



 


		9.	INJUNCTIVE RELIEF. The Executive acknowledges that the Company shall not have an
adequate remedy in the event that the Executive breaches Section 6, 7, 8 or 12 of this Agreement and that the Company will suffer
irreparable damage and injury in such event. The Executive agrees that the Company, in addition to any other available rights and
remedies, shall be entitled to seek an injunction (without the necessity of posting a bond) restraining the Executive from committing
or continuing any violation of Section 6, 7, 8 or 12 of this Agreement.



 


		10.	TERM; TERMINATION.



 


		10.1	Term. Unless earlier terminated in accordance with the provisions of this Section
10, the term of this Agreement shall commence on the Effective Date and shall continue thereafter for a period of two (2) years
(the “Initial Term”). If the Company continues to employ the Executive after the expiration of the Initial
Term without a written extension of the term, such employment shall continue on an AT-WILL basis and the Company shall have the
right to terminate this Agreement and the Executive’s employment at any time subject to the notice provisions set forth in
Section 10.5 below.



 


		10.2	Death. Upon the death of the Executive, the Executive’s employment with the
Company shall terminate.



 




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		10.3	Disability. If the Executive is unable to perform the essential functions of Employee’s
employment with the Company for more than twelve weeks (unless a longer period is required by state or federal law), the Company
shall have the right to terminate the Executive’s employment upon prior written notice



 


		10.4	Termination by the Executive. The Executive may terminate this Agreement and his
employment hereunder with or without Good Reason (as defined below) upon 30 days prior written notice to the Company.



 


		10.5	Termination by Company. The Company may terminate this Agreement and the Executive’s
employment hereunder (i) without Cause upon 30 days prior written notice to the Executive or (ii) immediately for Cause.



 


		10.6	Certain Definitions. The following capitalized terms shall have the meanings assigned
to them below:



 


“Cause”
means: (i) the Executive’s chronic failure to perform those material duties assigned to him pursuant to Section 2 above to
the reasonable satisfaction of the Board after written notice thereof and a reasonable opportunity to respond and/or cure of not
less than 30 days; (ii) the Executive’s gross negligence or misconduct (including but not limited to acts of fraud or theft
or the violation of applicable laws) in connection with the performance of his duties; (iii) the Executive’s material breach
of Section 6, 7 or 8 above; (iv) the Executive’s commission of an act of moral turpitude; (v) the Executive
being dependent on or addicted to alcohol or drugs; or (vi) the Executive’s
conviction of or plea of nolo contendere to a felony. 


 


“Good
Reason” means the voluntary termination by the Executive within thirty (30) days following:
(i) a requirement that the Executive physically relocates to another office that is more than 75 miles from the office location
that the Executive reported to at the commencement of his employment with the Company; (ii) a reduction in the Executive’s
rate of compensation, potential incentive compensation, or general benefits (other than general changes, in each case, affecting
all similarly situated employees to substantially the same extent); or (iii) a material adverse change in the Executive’s
job description or a significant reduction of the scope of the Executive’s authority or responsibilities. 


 


		11.	EFFECT OF TERMINATION



 


		11.1	Payments Upon Termination. In the event that the Executive’s employment with
the Company is terminated for any reason, the Executive shall have the right to receive (i) the compensation and reimbursable expenses
then accrued and/or earned and unpaid under Sections 4.1 and 5 of this Agreement through the date of termination, (ii) payment
for unused vacation days accrued through the date of termination and (iii) any benefits required by the Consolidated Omnibus Budget
Reconciliation Act of 1985.



 




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		11.2	Additional Payments. Subject to Sections 11.3 and 11.4, in the event that the Executive’s
employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason during the Initial Term,
(A) the Company shall (i) pay to the Executive an amount equal to twelve months of his then current Base Salary under Section 4.1
above (less applicable withholdings and authorized deductions), to be paid in equal installments bimonthly in accordance with the
Company’s customary payroll practices, commencing sixty (60) days following the date of termination of employment and (ii)
if the Executive then participates in the Company’s medical and/or dental plans and the Executive timely elects to continue
and maintain group health plan coverage pursuant to COBRA, reimburse the Executive for the cost of health insurance under COBRA
for a period of twelve months; provided, however, that if and to the extent that the Company may not provide such
COBRA reimbursement without incurring tax penalties or violating any requirement of the law, the Company shall use its commercially
reasonable best efforts to provide substantially similar assistance in an alternative manner, provided that the cost of doing so
does not exceed the cost that the Company would have incurred had the COBRA reimbursement been provided in the manner described
above or cause a violation of Section 409A (as defined below), and (B) if the Executive is entitled to a Bonus, subject to the
Board’s discretion and approval as set forth in Section 4.2 above, the Company shall pay such Bonus in accordance with the
terms of the applicable plan and on the same basis as other participants in the plan except that the Bonus amount shall be prorated
(based on the percentage of days the Executive was employed relative to the total number of days in the bonus earning period).
Notwithstanding anything to the contrary contained herein, to the extent the Company immediately terminates the Executive’s
employment in lieu of the 30 day notice period referenced in Section 10.5 above, such 30 day notice period shall be deemed to be
included in the period of payments and benefits provided for in this Section 11.2 (and no additional compensation shall be provided
for such a notice period).



 


		11.3	Release Agreement. In order to receive the payments and benefits set forth in Section
11.2 (collectively referred to herein as the “Severance Payments”), the Executive must timely execute
(and not revoke) a separation agreement and general release (the “Release Agreement”) in a customary
form as is determined to be reasonably necessary by the Company in its good faith and reasonable discretion. If the Executive is
eligible for Severance Payments pursuant to Section 11.2, the Company will deliver the Release Agreement to the Executive within
seven (7) calendar days following the date of termination of employment. The Severance Payments are subject to the Executive’s
execution and delivery of such Release Agreement within 45 days of the Executive’s receipt of the Release Agreement and the
Executive’s non-revocation of such Release Agreement.



 


		11.4	Post-Termination Breach. Notwithstanding anything to the contrary contained in this
Agreement, the Company’s obligation to provide the Severance Payments will immediately cease if the Executive breaches any
of the provisions of Sections 6, 7 or 8, the Release Agreement or any other Agreement the Executive has with the Company.



 




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		11.5	No Other Payments or Benefits. The Executive acknowledges and agrees that upon the
termination of his employment, no other benefits, compensation or remuneration of any kind is owed by the Company to the Executive
other than as set forth in this Section 11 or as set forth in the Option Agreements.



 


		11.6	Survival. Notwithstanding anything to the contrary set forth herein, Sections 6,
7, 8, 9 and 11-19 of this Agreement and any remedies for the breach thereof, shall survive the termination of this Agreement under
the terms hereof. Termination of this Agreement shall not relieve or release either party from any rights, liabilities or obligations
which it/he has accrued prior the effective date of such termination.



 


		12.	RETURN OF COMPANY PROPERTY; EXIT INTERVIEW. Upon termination of the Executive’s
employment with the Company for any reason, the Executive will promptly:



 


		(a)	Deliver to the Company all documents and other tangible media in the Executive's possession or
control that evidence, contain or reflect (A) Confidential Information or (B) Work Product, in each case whether prepared by the
Executive or otherwise coming into the Executive’s possession or control;



 


		(b)	Destroy any intangible materials that evidence, contain or reflect Confidential Information or
Work Product on equipment or media not owned by the Company; and



 


		(c)	Return to the Company all equipment, files, software programs and other personal property belonging
to the Company.



 


Upon termination of the Executive’s
employment with the Company for any reason, the Executive will attend an exit interview with a representative of the Company to
review the Executive’s continuing obligations under this Agreement.


 


		13.	ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all contemporaneous and prior agreements and understandings between them
as to such subject matter. Not in limitation of the foregoing, this Agreement supersedes the Employment Agreement between the Executive
and JBT dated January 6, 2014, which has been terminated. Except as otherwise expressly provided herein, this Agreement may not
be amended except by an instrument in writing executed by the Company and the Executive.



 


		14.	ASSIGNMENT. The Executive shall not be permitted to assign this Agreement or any
rights or obligations hereunder without the prior written consent of the Company.



 




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		15.	GOVERNING LAW; JURISDICTION. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflicts of laws
thereof. The parties hereby consent and submit to the exclusive jurisdiction and venue of the courts located in Boston, Massachusetts
in connection with any actions or proceedings brought against either of them (or each of them) arising out of or relating to this
Agreement.



 


		16.	MISCELLANEOUS. No waiver by either party of any term or condition of this Agreement,
whether by conduct or otherwise, in any one or more instance, shall be deemed a continuing waiver of any such term or condition,
or a waiver of any other term or condition of this Agreement. Headings set forth in this Agreement are solely for the convenience
of the parties and have no legal effect. If any provision of this Agreement shall be found to be invalid by any court having competent
jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions hereof. This Agreement
shall be (i) binding upon, and will inure to the benefit of, the parties and their permitted respective successors and assigns,
(ii) construed without presumption of any rule requiring construction to be made against the party causing it to be drafted and
(iii) executed in any number of counterparts, each of which will for all purposes be deemed to be an original, and all of which
are identical.



 


		17.	TAX WITHHOLDING. The Company or other payor is authorized to withhold from any benefit
provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such
benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for
the payment of such withholding taxes. The Executive will be solely responsible for all taxes assessed against him with respect
to the compensation and benefits described in this Agreement, other than typical employer-paid taxes such as FICA, and the Company
makes no representations as to the tax treatment of such compensation and benefits.



 




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		18.	SECTION 409A COMPLIANCE. All payments under this Agreement are intended to comply
with or be exempt from the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”).
As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as amended. To the extent permitted
under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A, the Company reserves
the right to modify this Agreement to conform with any or all relevant provisions regarding compensation and/or benefits so that
such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid
the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be subject to an “additional
tax” under Section 409A. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section
409A, or to the extent any provision in this Agreement must be modified to comply with Section 409A, such provision shall be read
in such a manner so that no payment due to the Executive shall be subject to an “additional tax” within the meaning
of Section 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning
payments to “specified employees,” any payment on account of the Executive’s separation from service that would
otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh
month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments
(without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments
hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly,
designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance
with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses
incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount
of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other
calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following
the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another
benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment
with the Company for purposes of Section 11.2 unless the Executive would be considered to have incurred a “termination of
employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall
the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages
for failing to comply with Section 409A.



 


		19.	280G MODIFIED CUTBACK.



 


		(a)	If any payment, benefit or distribution of any type to or for the benefit of the Executive, whether
paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise
(collectively, the “Parachute Payments”) would subject the Executive to the excise tax imposed under Section
4999 of the Code (the “Excise Tax”), the Parachute Payments shall be reduced so that the maximum amount of the
Parachute Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Parachute Payments
to be subject to the Excise Tax; provided that the Parachute Payments shall only be reduced to the extent the after-tax value of
amounts received by the Executive after application of the above reduction would exceed the after-tax value of the amounts received
without application of such reduction. For this purpose, the after-tax value of an amount shall be determined taking into account
all federal, state, and local income, employment and excise taxes applicable to such amount. Unless the Executive shall have given
prior written notice to the Company to effectuate a reduction in the Parachute Payments if such a reduction is required, which
notice shall be consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder,
then the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating accelerated vesting of stock
options or similar awards, then reducing or eliminating any cash payments (with the payments to be made furthest in the future
being reduced first), then by reducing or eliminating any other remaining Parachute Payments; provided, that no such reduction
or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A) to the extent
such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section
409A.



 




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		(b)	An initial determination as to whether (x) any of the Parachute Payments received by the Executive
in connection with the occurrence of a change in the ownership or control of the Company or in the ownership of a substantial portion
of the assets of the Company shall be subject to the Excise Tax, and (y) the amount of any reduction, if any, that may be required
pursuant to the previous paragraph, shall be made by an independent accounting firm selected by the Company (the “Accounting
Firm”) prior to the consummation of such change in the ownership or effective control of the Company or in the ownership
of a substantial portion of the assets of the Company. The Executive shall be furnished with notice of all determinations made
as to the Excise Tax payable with respect to the Executive’s Parachute Payments, together with the related calculations of
the Accounting Firm, promptly after such determinations and calculations have been received by the Company.



 


		(c)	For purposes of this Section 19, (i) no portion of the Parachute Payments the receipt or enjoyment
of which the Executive shall have effectively waived in writing prior to the date of payment of the Parachute Payments shall be
taken into account; (ii) no portion of the Parachute Payments shall be taken into account which in the opinion of the Accounting
Firm does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; (iii) the Parachute
Payments shall be reduced only to the extent necessary so that the Parachute Payments (other than those referred to in the immediately
preceding clause (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning
of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or
tax counsel referred to in such clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included
in the Parachute Payments shall be determined by the Company’s independent auditors based on Sections 280G and 4999 of the
Code and the regulations for applying those sections of the Code, or on substantial authority within the meaning of Section 6662
of the Code.



 




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IN WITNESS WHEREOF,
the undersigned have executed this Employment Agreement as of the Effective Date.


 


	 	CORBUS PHARMACEUTICALS HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name: Mark Tepper, Ph.D.
	 	 	Title: President
	 	 	 
	 	By:	 
	 	 	Yuval Cohen
	 	 	Address:	[*]


 




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Schedule
A


 


Executive Statement Regarding Prior
Work Product


 


Except as set forth below, the
Executive acknowledges that at this time he has not made or reduced to practice (alone or jointly with others) any Work Product
relevant to the subject matter of his retention by Corbus Pharmaceuticals Holdings, Inc. except those (if any) listed below:


 


[List any applicable
Work Product or write “None”.]


 


[If you need more space please attach a
separate continuation sheet]


 


The Executive certifies that the foregoing
is true, accurate and complete.


 


The Executive’s Name: _______________________________


 


Date: _________________________


 


Signature: __________________________


 




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