Exhibit 10.1

December 21, 2023

By Email

Corleen Roche

Re:          Separation Agreement

Dear Corleen:

This letter agreement (“Agreement”) sets forth the agreement concerning the end of your employment with Immunome, Inc. (the “Company”). Payment and provision of the Severance Benefits (defined below) is contingent on your agreement to and compliance with the terms of this Agreement. Terms not defined herein shall have the meaning set forth in the employment offer letter between you and the Company effective as of March 17, 2021 (the “Employment Agreement”).

(a)           Your employment with the Company will end on January 2, 2024 (the “Separation Date”). You acknowledge that from and after the Separation Date, you have no authority to, and shall not, represent yourself as an employee of the Company.

(b)           Regardless of whether you sign this Agreement, you will be entitled to (i) payment of your base salary earned for services rendered through the Separation Date, (ii) any unpaid expense reimbursement owed to you in accordance with the Company’s policies, (iii) accrued but unused vacation time ($25,000), and (iv) any amount earned, accrued and arising from your participation in, or benefits accrued under, any Company employee benefit plan or policy, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans and policies (collectively, the “Accrued Obligations”).

(c)           In accordance with the terms of the Company’s 2020 Equity Incentive Plan, as amended (the “Plan”), and your option award agreements, all stock options held by you that remain unvested as of the Separation Date will cease to vest and will be forfeited on the Separation Date; provided, that if you timely enter into the Consulting Agreement (defined in Section 3), vesting will continue as provided in Section 3 while you are engaged to provide services under the Consulting Agreement. The Separation Date or, if applicable, the date of termination of your services under the Consulting Agreement, is hereinafter referred to as the “Option Vesting End Date”. Subject to Section 2(a)(iv), you will have the time periods to exercise your vested options following the Option Vesting End Date as set forth in Plan and applicable option award agreement.

(a)           In exchange for the promises set forth in this Agreement, and provided you execute and do not rescind your assent to this Agreement under Section 3(e)(viii), the Company agrees to pay or provide you the following (collectively Section 2(i)-(iii) the “Severance Benefits”), subject to all applicable withholdings and deductions:

(i)           The Company will pay severance pay in the form of continuation of your current base salary for ten and one-half (10.5) months (the “Severance”), paid in substantially equal installments on the Company’s regular payroll schedule following the Separation Date, subject to standard deductions and withholdings; provided, however that no portion of the Severance will be paid prior to the Effective Date (as defined in Section 4(e)(viii)), and any such payments that are otherwise scheduled to be made prior to the Effective Date shall instead accrue and be made on the first regular payroll date following the Effective Date.

(ii)           Provided you or your covered dependents, as the case may be, timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) under the Company’s group health plans following such termination, the Company will pay the COBRA premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the Separation Date until the earliest of: (x) ten and one-half (10.5) months following the Separation Date; (y) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment; and (z) the date you cease to be eligible for COBRA, including plan termination (such period from the termination date through the earlier of (x)-(z), (the “COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company;

(iii)         The Company will pay you $50,000 in a lump sum less applicable withholdings and deductions, on the first regular payroll date following the Effective Date; and

(iv)         The time period to exercise your vested options following the Option Vesting End Date will be extended to a period of one-year thereafter.

(b)           Your ability to receive the Severance Benefits pursuant to this Section is further conditioned upon your: (i) returning all Company property on the Separation Date, or sooner if the Company requests; (ii) complying with your post-termination obligations under this Agreement and the Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Assignment Agreement entered into between you and the Company as of April 19, 2021 (the “Confidential Information Agreement”), including without limitation, non-solicitation obligations set forth in the Confidential Information Agreement; and (iii) complying with this Agreement. However, we have agreed that Section 6 (entitled “Non-Compete Provision”) of the Confidential Information Agreement shall terminate upon the Separation Date.

(c)           You acknowledge that except for the Severance Benefits and Accrued Obligations set forth in this Agreement, you are not now and shall not in the future be entitled to any other compensation from the Company including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, equity or any other form of compensation or benefit.

3.            Consulting Agreement. The Company has requested that you enter into a consulting agreement, a copy of which has been provided to you along with this Agreement (the “Consulting Agreement”), to provide certain services to the Company following the Separation Date. Provided you enter into the Consulting Agreement simultaneously with this Agreement and provide the services set forth in the Consulting Agreement, you will continue to vest in your outstanding time vested options awarded to you under the Plan in accordance with the terms of the Plan and your option award agreements through the date on which your consulting services under the Consulting Agreement are terminated or expire in accordance with the terms of the Consulting Agreement (which date will become the Option Vesting End Date under Section 2).

(a)           Your Release of Claims. You hereby agree and acknowledge that by signing this Agreement and accepting the Severance Benefits and for other good and valuable consideration, you are waiving your rights to assert any and all forms of legal claims against the Releasees (as defined below) of any kind whatsoever (each a “Claim” and jointly referred to as “Claims”), whether known or unknown, arising from the beginning of time through the date you execute this Agreement (the “Execution Date”). “Releasees” means the Company, its direct and indirect subsidiaries, and each of those entities’ present and former departments, divisions, subdivisions, affiliates, predecessors, successors-in-interest or any other related entity of the Company, and their respective current and former insurers, directors, officers, managers, members, attorneys, agents and employees. Except as set forth below, your waiver and release of Claims is intended to bar any form of legal claim, complaint or any other form of action (including but not limited to a class or collective action, and including where you may seek to participate as a party plaintiff or as a class member) against one or more of the Releasees seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs). Without limiting the foregoing general waiver and release, you specifically waive and release the Releasees from any Claim arising from or related to your employment and separation thereof, including, without limitation:

(i)           Claims arising under or related to the Employment Agreement, your employment and the termination of your employment;

(ii)          Claims under any local, state or federal discrimination, fair employment practices or other employment related statute, regulation or order (as they may have been amended through the Execution Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, religious creed, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act of 1967 (the “ADEA”), the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Pregnancy Discrimination Act of 1978, the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act, the Americans With Disabilities Act of 1990, the Genetic Information Non-Discrimination Act of 2008, the Pennsylvania Human Relations Act, and any similar federal, state or local statute, regulation or order;

(iii)         Claims under any other local, state or federal employment related statute, regulation or order (as they may have been amended through the Execution Date) relating to any other terms and conditions of employment including but not limited to the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, Consolidated Omnibus Budget Reconciliation Act of 1985, the federal Worker Adjustment and Retraining Notification Act, and any similar federal, state or local statute, regulation or order;

(iv)         Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract (including, but not limited to, Claims under the Employment Agreement), promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud (including fraudulent inducement) or negligence;

(v)          Claims under any state or federal statute, regulation or order (as amended) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including the Sarbanes-Oxley Act of 2002, the Pennsylvania Whistleblower Law, and any similar Pennsylvania or other state or federal statute; and (vi)         Any other Claim arising under local, state or federal law.

(b)           Covenant Not to Sue. In addition to waiving and releasing the claims covered by this Section 3, and except as set forth below, you further agree and covenant not to institute, submit, file or bring, or permit to be instituted, submitted, filed or brought on your behalf a lawsuit of any kind or for any reason against one or more of the Releasees in any court, administrative agency, or other forum, including but not limited to claims, laws or theories covered by the Release of Claims language in this Section 3. In the event that you institute any action hereby released or to which you have agreed not to sue, the Claim shall be dismissed immediately upon presentation of this Agreement, and will be specifically enforced and the aggrieved Party will have standing to bring any such action for specific enforcement. In the event of any breach of this covenant not to sue, you shall be liable for all damages incurred by the Company, including without limitation, compensatory damages as well as attorneys’ fees and costs, provided however, this provision does not apply in the event that you challenge the validity or effectiveness of this Agreement under the ADEA and the Older Workers’ Benefit Protection Act.

(c)           Excluded Claims and Other Release Limitations. Notwithstanding the foregoing, this Section 3 does not release the Releasees from any obligation expressly set forth in this Agreement or any other claim that you cannot waive by law. Also, nothing in this Agreement shall (i) waive or release any claims or rights for indemnification under the organizational documents of the Company, your Indemnification Agreement with the Company dated as of April 19, 2021, or applicable law; (ii) waive or release any claims or rights under the insurance policies of the Company or its affiliates, including, but not limited to any directors and officers liability insurance; (iii) waive or release any claims or rights accruing to you in your capacity as an equity holder of the Company, including, but not limited to, under equity agreements between you and the Company (the “Equity Agreements”); (iv) waive or release any claims or rights arising under this Agreement or any claims or rights arising under the Consulting Agreement; (v) prohibit or restrict you from filing or limit your ability to file a charge or complaint with the Equal Employment Opportunity Commission or a state or local equivalent (including the Pennsylvania Human Relations Commission), the National Labor Relations Board, the Occupational Safety and Health Administration, or any other U.S. federal, state or local governmental agency or commission (each a “Governmental Agency”); (vi) prohibit or restrict you from communicating with, providing documents or other relevant information to, or otherwise cooperating with, any Governmental Agency, law enforcement, or any attorney you retain, including, but not limited to, responding to any inquiry, including an inquiry about the existence of this Agreement, its release or its underlying facts; or (vii) limit your right to receive an award for information provided to any Governmental Agency. To the maximum extent permitted by law, however, nothing in this release or this Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of a charge or complaint on the basis that your signing of this Agreement constitutes a full release of any Claims, including Claims of discrimination and you waive the right to recover any personal damages or other personal relief based on any claim, cause of action, demand, lawsuit or similar that is waived pursuant to this Agreement and brought by you or on your behalf by any third party, including as a member of any class or collective action, except that you retain the right to receive, and the Company shall not seek restitution of, an award for information lawfully provided to a Governmental Agency.

(d)           Acknowledgment. You acknowledge that any obligation of the Company to provide you with the Severance Benefits under this Agreement and any other consideration set forth in this Agreement is expressly conditioned on your execution of this Agreement without rescission and your compliance with this Agreement and all applicable post-termination obligations pursuant to this Agreement, Sections 6-13 of the Employment Agreement and the Confidential Information Agreement, and the Company reserves all rights with respect thereto.

(e)           OWBPA Disclosures. You understand and agree that with respect to any possible claim arising under the ADEA and the Older Workers Benefit Protection Act, you:

(i)           have had the opportunity to consider this Agreement for a full twenty- one (21) calendar days before executing it (the “Review Period”), and if signing this Agreement before the end of the Review Period, have voluntarily waived the remainder of the Review Period;

(ii)          have carefully read and fully understand all of the provisions of this Agreement;

(iii)         are, through this Agreement, releasing the Releasees from any and all claims you may have against them;

(iv)         knowingly and voluntarily agree to all of the terms set forth in this Agreement;

(v)          knowingly and voluntarily intend to be legally bound by the terms of the Agreement;

(vi)         were advised and hereby are advised in writing to consider the terms of this Agreement and to consult with an attorney of your choice before executing this Agreement,

(vii)        understand that rights or claims under the ADEA that may arise due to acts or omissions that occur after the Execution Date are not waived; and

(viii)       understand that you have a period of seven (7) calendar days after the date that you sign this Agreement to revoke your acceptance of the terms of this Agreement by actually completing delivery of (not merely dispatching) a written notification in person, by messenger or by overnight courier addressed to the Company, Attention Human Resources. If you revoke this Agreement, all of its provisions shall be void and unenforceable. This Agreement shall become effective on the eighth day after you sign it, so long as you have not exercised your right to revoke it, and such date is the “Effective Date” of this Agreement.

(a)           Your Additional Covenants.  You hereby make the following agreements, representations and acknowledgements:

(i)           No Wrongdoing. You represent and understand that neither this offer to you nor the Company’s entering into this Agreement shall constitute an admission by the Company, and further, that as of the Execution Date, you are not aware of any factual or legal basis for any legitimate claim that any of the Releasees is in violation of any law, and further that if you were ever aware of any such basis for a legitimate claim against the Releasees you informed the Company of same.

(ii)          No Actions. You represent that, as of the Execution Date, you have not: (A) filed any action, complaint, charge, grievance or arbitration against one or more of the Releasees; (B) contacted any government agency regarding Releasees regarding a violation of the law; (C) encouraged any individual to file any action, complaint, charge, grievance or arbitration against one or more of the Releasees; (D) received information from any individual that such individual intends to file or to threaten to file an action, complaint, charge, grievance or arbitration against one or more of the Releasees; or (E) provided any information to any individual to aid such individual in filing or in threatening to file an action, complaint, charge, grievance or arbitration against Releasees.

(iii)         Non-Disclosure. You agree that the terms of this Agreement will be kept strictly confidential, and you will not disclose, either directly or indirectly, the terms, contents or execution of this Agreement, the claims that have been or could have been raised against the Releasees, or the facts and circumstances underlying this Agreement, except that you may make such disclosures (i) to your counsel, immediate family, financial advisor and/or accountant, provided that they agree to keep such terms confidential; (ii) in connection with any action to enforce or for breach of this Agreement or the Consulting Agreement; (iii) to a lender in connection with any bona fide loan application, provided the lender agrees to keep such terms confidential; (iv) pursuant to subpoena, legal process, or as otherwise legally required; or (v) in connection with any application for unemployment benefits. You may also disclose your post-employment obligations to any prospective employer. You further understand and agree that your obligations under this Section 4(a)(iii) shall be interpreted to include disclosures on or through all Media. “Media” means, without limitation, any social media (e.g. X (formally known as Twitter), Facebook, Instagram, LinkedIn) or written or digital publications of any kind, including on any job review sites (e.g. Glassdoor), as well as any broadcast, podcast, audio or video tape, electronic or Internet format or any other digital, verbal, or written medium, and also includes any communications to any reporter, journalist, author, producer, publisher, blogger or similar person or entity, whether made directly or indirectly by you, including anonymously or through a third party. You further, represent that as of the Execution Date, you have not made any disclosures prohibited by this Section 4(a)(iii), including on or through any Media.

(iv)         Non-Disparagement. You agree that you will not make any statements (including on or through any Media) that are professionally or personally disparaging about, or adverse to, any entity or person whom you know, after reasonable investigation, at the time to be a Releasee (“Known Releasee”), or the interests of a Known Releasee, including any statements that disparage any Known Releasee and/or its or their management, finances, financial condition, operations, capability or any other aspect of the business of the Known Releasee, and further, that you will not engage in any conduct which could reasonably be expected to harm professionally or personally the reputation of the Known Releasee. The Company, defined for purposes of this Section 5(a)(iv) as its current directors and Named Executive Officers (as of the date of Effective Date of this Agreement), will not make any statements that are professionally or personally disparaging about you. This Section does not, however, prohibit you, the Company or any of its directors or Named Executive Officers from testifying truthfully under oath or providing truthful information in response to a valid subpoena or other legal process. Nor will this Section apply to any statements made by either party in connection with any lawsuit or action to enforce or for breach of this Agreement or the Consulting Agreement.

(v)          Cooperation. At all times following the Separation Date, you agree to provide reasonable cooperation to the Company with respect to any action, suit, or proceeding (including without limitation deposition and trial testimony), whether or not by or in the right of the Company and whether civil, criminal, administrative, investigative or otherwise, pertaining to matters occurring during your employment with the Company or about which you have relevant knowledge or information. In addition, for a period of ninety (90) days following the Separation Date, you agree to provide reasonable cooperation to the Company in connection with any matters for which you were responsible as an officer of the Company. In both of the foregoing cases, reasonable cooperation includes without limitation, promptly and fully responding to all reasonable inquiries from the Company and its representatives relating to any proceeding, meeting with the Company and its representatives in advance of testifying in any proceeding and testifying truthfully on behalf of the Company or its affiliates in connection with any such proceeding. The Company’s requests for “reasonable cooperation” shall take into consideration your personal and business commitments and the amount of notice that the Company is able to provide to you. The Company will advance or reimburse you for the reasonable out of pocket expenses you incur in connection with your cooperation, including travel, meal and lodging expenses.

(vi)         Process Notification. You agree that upon service on you, or anyone acting in your behalf, of any order or other legal process requiring you to divulge information prohibited from disclosure under this Agreement, you shall promptly notify the Company of such service and of the content of any testimony or information to be provided under such order or process and will cooperate with the Company if the Company shall contest or seek to quash such order or other legal process.

(vii)        No Further Wages. You acknowledge that no fees or payments are due to you and that no reimbursements, buyouts or any other payments of any kind or nature whatsoever are due to you from the Company, except as specifically provided in this Agreement, and that you have received all compensation and other payments due and owing to you in connection with your employment with the Company. You acknowledge that the Severance Benefits reflect special payments to which you would not otherwise be entitled and which is not normally provided by the Company, but which is being given as special consideration for this Agreement.

(viii)       No Future Employment. You agree to waive and release forever any right or rights you may have to employment with the Company, at any time in the future, and agree not to seek or make application for employment with the Company; provided, however, nothing in this Section 5(a)(viii) will prevent you and the Company from entering into a future employment relationship if both parties agree at the time. You further agree that if you seek any such employment, a rejection of your application or inquiry will not constitute a breach of this Agreement or a violation of law in any manner whatsoever..

(ix)         Non-Disclosure; Return of Property. You represent that you: (A) will continue to abide by the provisions of any confidentiality agreement previously signed by you, including as set forth in Section 6 of the Employment Agreement and in the Confidential Information Agreement, the terms of which shall survive the signing of this Agreement, and you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information; (B) have, as of the Execution Date, not used or disclosed any Company confidential information, except as required in connection with the performance of your job duties and as otherwise authorized by the Company; (C) have, as of the Execution Date, returned all of the Company’s property, documents, and/or any Confidential Information in your possession or control; and (D) hereby consent and authorize the Company to deduct as an offset from the above- referenced Severance Benefits the value of any Company property not returned or returned in a damaged condition;

(x)          Breach. Material to the inducement to enter into this Agreement are the covenants set forth in this Section 5(a), and if you breach or threaten to breach any of these covenants, it may cause the Releasees substantial and irreparable injury. Therefore, in the event that you breach or threaten to breach any of these covenants, the Company shall be entitled to: (A) seek equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available restraining you from such breach or threatened breach; and (B) discontinue any Severance Benefits yet to be paid or provided to you and recover the Severance Benefits paid to you; provided, however, that the right to apply for such relief above or discontinue or recover such Severance Benefits, shall not be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach; and

(xi)         Limitation. Notwithstanding the foregoing, nothing in this Section 5(a) prohibits or otherwise restricts you from: (A) initiating, testifying, assisting, complying with a subpoena from, or participating in any manner with an investigation conducted by a Governmental Agency; (B) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid, or other public benefits to which you may be entitled; (C) discussing or disclosing information about unlawful acts in or related to the workplace, including, but not limited to discrimination, harassment, sexual assault, and retaliation, wage and hour violations, conduct that is against a clear mandate of public policy, or any other conduct you have reason to believe is unlawful; or (D) making any necessary disclosures as otherwise required by law.

(a)           Governing Law; Dispute Resolution; Jurisdiction. The choice of law and dispute resolution provisions (Section 10(g)) of the Employment Agreement are incorporated herein by reference.

(b)           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, provided however, it does not supersede Sections 6, 8, 9 or 10(f) of the Employment Agreement, the Equity Agreements, the Confidential Information Agreement, and/or the Consulting Agreement to the extent that you enter into the Consulting Agreement, which shall remain in full force and effect.

(c)           Amendment. This Agreement may be amended or modified only by a written instrument signed by the Parties or their duly authorized representatives.

(d)           Enforceability. If any provision (or portion thereof) of this Agreement is declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such provision (or portion thereof) in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each remaining provision (or portion thereof) of this Agreement shall be valid and enforceable to the fullest extent permitted by law, provided, however, that if Section 4 or any portion thereof is found unenforceable, you agree to execute a binding replacement release. Further, nothing in this Agreement shall be admissible in any proceeding except to enforce the terms of this Agreement.

(e)           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.

(f)            Assignment. The Company may assign its rights and obligations under this Agreement to any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which you were principally involved. You may not assign your rights and obligations under this Agreement without the prior written consent of Company. In the event of your death, your rights will inure to the benefit of, and be enforceable by, your heirs, administrators and executors.

(g)           Taxation. You and the Company intend this Agreement to be in compliance with Section 409A of the Internal Revenue Code of 1986 (as amended). You acknowledge and agree that the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including, without limitation, to consequences related to Code Section 409A.

(h)           Headings. The headings used in this Agreement are for convenience of reference only, do not form a part of this Agreement and do not in any way modify, interpret or construe the intent of the Parties.

(i)            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. The Parties agree that the electronic signatures of the Parties are intended to authenticate this writing and to have the same force and effect as manual signatures. A scanned fax or PDF copy shall for all purposes be deemed an original.

(j)            Review and Voluntary Assent. By signing below, you acknowledge and agree that (i) you have carefully read and understands the terms and effects of this Agreement, including the Release of Claims and Covenant Not to Sue in Section 3; (ii) you understand that the Release of Claims and Covenant Not To Sue in Section 3 is legally binding and by signing this Agreement, you give up certain rights forever; (iii) you have been afforded sufficient time to review and understand the terms and effects of this Agreement and you have been advised to consult with an attorney; (iv) your agreements and obligations in this Agreement are made voluntarily, knowingly and without duress; and (v) neither the Company, nor any of its agents or representatives (or their counsel) has made any representations inconsistent with the provisions of this Agreement.

If you wish to accept this offer, then kindly execute and date this letter agreement where indicated below and return to the Company, Attention Human Resources, or by email to kparella@immunome.com not later than twenty-one (21) days from the date of this Agreement.

Exhibit 10.2

IMMUNOME, INC.

CONSULTING AGREEMENT

CONSULTING AGREEMENT (“Agreement”) effective as of January 2, 2024 (the “Effective Date”) between Immunome, Inc., a Delaware corporation (the “Company”), and the undersigned consultant to the Company (the “Consultant”).

Background:

The parties wish to enter into this Agreement to set forth the basis on which the Consultant will perform consulting services for the Company and with respect to other matters related to the engagement, all as set forth more fully in this Agreement.

Terms:

NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

1.             Engagement.

(a)             Services. The Company hereby engages the Consultant as a consultant to the Company and the Consultant hereby accepts this engagement. From time to time, the Company may wish for the Consultant to perform certain services for the Company (the “Services”). All of the Services shall be specified in a task order as agreed upon and executed by the parties hereto from time to time, the form of which is attached as Exhibit A (each, a “Task Order”). There will be no limit to the number of Task Orders that may be entered into pursuant to this Agreement, and each Task Order is incorporated in this Agreement by this reference and be subject to the terms and conditions of this Agreement. This Agreement shall prevail in the event of a conflict between any term of this Agreement and any term of a Task Order, except to the extent explicitly stated in the applicable Task Order. The Consultant shall: (1) perform the Services in a timely and professional manner; (2) use diligent efforts consistent with good business practices in performance of the Services; and (3) comply with all applicable laws, regulations, industry standards and governmental requirements in connection with this Agreement.

(b)             Nature of Relationship; No Binding Authority. The Consultant will set the Consultant’s own schedule and hours for performance of the Services, but as necessary to achieve the agreed upon results within the applicable timeframes in this Agreement or otherwise agreed to in writing by the parties. The Consultant shall control the manner, method and sequence that the Services are performed, and the Company will not control the manner and method by which the Consultant renders services pursuant to this Agreement. It is the duty of the Consultant to obtain and continue to acquire on the Consultant’s own all the skills, instruction and training needed to perform the services pursuant to this Agreement. The Consultant has no authority and shall not hold the Consultant out as having any authority to make any contract or representation or to assume, create or incur any obligation or liability of any kind, express or implied, on behalf of the Company.

2.             Consulting Period.

(a)            Term. The term of this Agreement, and the Consultant’s engagement under this Agreement, will commence on the Effective Date and will continue until April 5, 2024 (the “Consulting Period”), subject to sooner termination pursuant to Section 2(b).

(b)            Termination. The Company or the Consultant may terminate the Consulting Period at any time, for any reason, upon 10 days’ advance written notice to the other party; provided, that any termination by the Company for Cause shall not require any such advance written notice.

(c)            Effect of Termination. Section 4 through Section 17 shall survive the expiration or sooner termination of the Consulting Period. Upon expiration or sooner termination of the Consulting Period, neither party shall have any further obligation or liability under this Agreement, except: (i) that the Company shall remain obligated in accordance with this Agreement for any consulting fees accrued and any reimbursable expenses incurred by the Consultant prior to such date as and when payable, (ii) the parties’ obligations under Section 4 through Section 17, which survive termination pursuant to the immediately preceding sentence, and (iii) as set forth in the next two sentences. In addition, upon expiration or sooner termination of the Consulting Period, the Consultant shall promptly deliver to the Company all documents and other materials and property of any nature belonging to or pertaining to the Company, and shall not use any such documents, materials and property for any purpose. In addition, in the event of any termination of the Consulting Period by the Company prior to April 5, 2024 other than for Cause (defined below), that portion of any outstanding stock options that would have vested pursuant to Section 3(c) below had Consultant remained engaged through April 5, 2024 will be immediately vested and exercisable upon such termination. As used in this Agreement, “Cause” means the breach by the Consultant of the Separation Agreement (defined below), the breach by the Consultant of any provision of this Agreement that is not cured within 10 days of written notice thereof by the Company to the Consultant, or the Consultant’s gross negligence or willful misconduct.

3.             Compensation; Expenses.

(a)            Compensation. The Company shall pay the Consultant for the Services in accordance with the applicable Task Order. The Consultant shall submit an invoice to the Company on or before the fifth day of each calendar month which reflects a detailed description of the Services provided by the Consultant during the immediately preceding calendar month. Amounts due and payable under each invoice shall be paid by the Company within 30 days after its receipt thereof, subject to the Company’s right to dispute any invoice, or applicable portion, in good faith. Invoices shall be submitted to accounting@immunome.com.

(b)            Expenses. The Consultant shall be responsible for any and all expenses incurred in connection with the Services and shall not be reimbursed by the Company for any expenses incurred; provided, however, that the Company shall reimburse the Consultant for travel-related expenses (i.e., airfare, lodging, rental cars, meals) incurred by the Consultant, and for any other expenses that are necessary for Consultant to incur in order to perform the Services, but only upon prior written approval from the Company and subject to the Consultant’s provision of appropriate expense documentation in accordance with the Company’s policies.

(c)            Vesting. As per (and subject to) the Separation Agreement entered into between the parties contemporaneously herewith (the “Separation Agreement”), vesting of the outstanding stock options granted to the Consultant shall continue in accordance with the Consultant’s applicable option award agreements and the 2020 Equity Incentive Plan, as amended (the “Plan”), as long as the Consultant is engaged hereunder. In addition, after the termination of the Consulting Period for any reason, Consultant shall have the time periods set forth in the Separation Agreement to exercise vested options.

(c)            Entire Compensation. The compensation provided for in this Section 3 and the applicable Task Order shall constitute full payment for the Services. The Consultant agrees and understands that, for the Services, the Consultant is not entitled to and has not been promised any compensation, benefits, equity or payments of any kind that are not specifically stated in this Agreement.

4.             Confidentiality; Non-Use and Non-Disclosure.

(a)            Confidentiality and Non-Use Obligations. The Consultant acknowledges that, in the course of performing the Services, the Consultant may obtain knowledge of the Company’s inventions, discoveries, know-how, trade secrets, business plans, products, processes, software, formulas, methods, models, prototypes, materials, disclosures, customers, collaborators, contractor and supplier lists, names and positions of employees and/or other proprietary and/or confidential information (collectively, the “Confidential Information”). The Consultant shall keep the Confidential Information secret and confidential and shall not publish, disclose or divulge any Confidential Information to any other person, or use any Confidential Information for the Consultant’s own benefit or to the detriment of the Company, or for any purpose other than as necessary to perform the Services, without the prior written consent of the Company, whether or not such Confidential Information was discovered or developed by the Consultant. The Consultant also agrees not to divulge, publish or use any proprietary and/or confidential information of others that the Company is obligated to maintain in confidence.

(b)            Exclusions. The restrictions on use and disclosure of the Confidential Information set forth in this Agreement shall not apply to any portion of the Confidential Information that: (1) is at the time of disclosure or thereafter becomes generally available to the public other than as a result of an act or omission of the Consultant; (2) was known to or in the possession of the Consultant immediately prior to the date of this Agreement as evidenced by the Consultant’s records at such time; or (3) is independently developed or acquired by the Consultant without use of or reference to the Confidential Information, as evidenced by the Consultant’s records.

(c)            Nonpublic Information. The Consultant acknowledges that the Consultant is aware that the Confidential Information may include material non-public information about the Company and that United States securities laws may prohibit any person who has received from an issuer material non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

5.             Company Inventions.

(a)            Company Ownership; Assignment. The Consultant acknowledges that all original works of authorship which are made by the Consultant (solely or jointly with others) within the scope of the Consultant’s service to the Company and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101). To the extent not already owned by the Company (such as in the case of “works made for hire”), the Consultant hereby assigns to the Company all the Consultant’s right, title and interest in and to any and all Company Inventions (defined below). The term “Company Inventions” shall mean all developments, know-how, discoveries, concepts, ideas, formulae, processes, methods, trade secrets, works of authorship, inventions, improvements and other innovations (whether eligible for patent, copyright, trademark, trade secret or not) made, created, discovered, invented, received, conceived, reduced to practice, acquired or written by the Consultant that (i) relate to the Company’s business or proposed business or field of interest with respect to which the Consultant renders services to the Company or in which the Company is engaged at any time during the time that the Consultant renders services to the Company or (ii) are otherwise made through the use of the Company’s time, facilities or other property.

(b)            Power of Attorney. If the Company is unable, after reasonable effort, to secure the signature of the Consultant on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to a Company Invention, whether because of such person’s physical or mental incapacity or for any other reason whatsoever, the Consultant and such other person each hereby irrevocably designates and appoints each of the officer(s) and director(s) of the Company as such person’s agent and attorney-in-fact, to act for and in such person’s behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright, trademark or other registrations or any other legal protection thereon with respect to a Company Invention with the same legal force and effect as if executed by such person.

(c)            Company Documentation. The Consultant agrees to keep and maintain adequate and current records of all Confidential Information and Company Inventions, which records shall be available to and remain the sole property of the Company at all times. The Consultant agrees to promptly disclose in writing to the Company all Company Inventions. When the Consulting Period expires or sooner terminates and/or at the Company’s earlier request, the Consultant will deliver to the Company any and all property of the Company including, but not limited to, all written or otherwise tangible documentation representing or embodying Company Inventions or Confidential Information, including all drawings, notes, memoranda, specifications, devices, formulas, records, documents, computer software and data files, data compilations, and other written materials obtained during the course of the Services, together with all copies thereof, including electronic media containing any of those items.

(d)            Trade Secrets. The Defend Trade Secrets Act of 2016 (the “Act”) provides that: an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made – (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Act further provides that: an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

6.             No Conflicting Activities; Nonsolicitation.

(a)            No Conflicting Activities. During the Consulting Period, the Consultant agrees that the Consultant will not, either directly or indirectly through a third party, engage in any other business activity that would conflict with the Consultant’s obligations under this Agreement.

(b)            Nonsolicitation. The Consultant agrees that, during the Consulting Period and through the one-year anniversary of the Effective Date, the Consultant shall abide by Section 5 of the Employee Confidential Information, Inventions, Non-Soliciation and Non-Competition Agreement executed by Consultant on November 12, 2020.

7.             Injunctive Relief. The Consultant acknowledges that the Consultant’s compliance with this Agreement is necessary to protect the good will and other proprietary interests of the Company and that the Consultant has been and will be entrusted with highly confidential information regarding the Company and its technology and is conversant with the Company’s affairs, its trade secrets and other proprietary information. The Consultant acknowledges that a breach of this Agreement may result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law. The Consultant agrees that, in the event of any breach of this Agreement, the Company and its successors and assigns shall be entitled to seek injunctive relief and to such other and further relief as may be proper.

8.             Certain Representations, Warranties and Agreements of the Consultant. The Consultant hereby represents and warrants to the Company that: (a) neither this Agreement nor the performance thereof will conflict with or violate any obligation of the Consultant or right of any third party; (b) the Consultant is not: (i) an individual who has been debarred by the U.S. Food and Drug Administration (the “FDA”) pursuant to 21 U.S.C. 335a (a) or (b) (a “Debarred Individual”) from providing services in any capacity to a person that has an approved or pending drug product application, or (ii) an employer, employee or partner of a Debarred Individual; and (c) the Consultant has no knowledge of any circumstances that may affect the accuracy of the foregoing warranties and representations, including, but not limited to, FDA investigation of, or debarment proceedings against, the Consultant or any person or entity performing services or rendering assistance relating to activities taken pursuant to this Agreement.

9.             Supersedes Other Agreements. This Agreement supersedes and is in lieu of any and all other arrangements between the Consultant and the Company regarding the subject matter hereof, but shall not supersede any existing confidentiality, nondisclosure or invention assignment agreements between the Consultant and the Company, nor shall this Agreement supersede or adversely affect the Separation Agreement.

10.           Independent Contractor. The parties intend that the Consultant shall render services hereunder as an independent contractor. Nothing herein shall be deemed to create an employer-employee relationship between the Company and the Consultant. The Consultant acknowledges that the Consultant will not be treated as an employee of the Company for purposes of employment taxes, federal and state income tax withholding, social security taxes, city and county taxes, employee benefit provisions, workers’ compensation and state and federal unemployment compensation. The Consultant is solely responsible for the payment of federal self-employment and all other federal, state and local taxes and agrees to defend, indemnify and hold harmless the Company for the Consultant’s non-payment of such taxes on a timely basis. The Consultant shall not be eligible for any Company-paid benefits, including medical, disability or other insurance, vacation, holiday or sick pay, or any other compensation or consideration commonly known as fringe benefits. The Company may use and authorize the use of the Consultant’s name, likeness and biographical information in promotional materials, websites and the like.

11.           Indemnification Agreement. The Consultant shall have all of the rights of indemnification set forth in the Indemnification Agreement dated April 19, 2021 between the Consultant and the Company (“IA”) in the event of any Proceeding (as defined in the IA) arising out of the Consultant’s provision of Services under this Agreement to the same extent as if the Consultant were an employee of the Company. Accordingly, the Consultant’s engagement under this Agreement shall be deemed to be Corporate Status within the meaning of the IA. Nothing in this Section 11 shall limit, supersede, reduce or otherwise affect any other rights of indemnification that the Consultant may have from any other source.

11.          Amendments. Any amendment to this Agreement shall be made in writing and signed by the parties hereto.

12.          Enforceability. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision had not been originally incorporated herein, as the case may be.

13.          Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania, excluding that body of law known as choice of law, and shall be binding upon the parties hereto in the United States and worldwide.

14.          Assignment. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. Neither this Agreement nor any rights or obligations of the Consultant hereunder may be assigned, delegated, subcontracted or otherwise transferred by the Consultant without the prior written consent of the Company, and any attempt by the Consultant to do so without such consent is null and void.

15.          Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by certified mail, postage prepaid; by an overnight delivery service, charges prepaid; or by confirmed email; addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee to the addressor:

If to the Company:

Immunome, Inc.

665 Stockton Drive

Suite 300

Exton, PA 19341

Attention: Chief Executive Officer

If to the Consultant, at the address set forth on the signature page.

Any party may from time to time change such party’s address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents.

16.           Waivers. No claim or right arising out of a breach or default under this Agreement shall be discharged in whole or in part by a waiver of that claim or right unless the waiver is supported by consideration and is in writing and executed by the aggrieved party hereto or such party’s duly authorized agent. A waiver by any party hereto of a breach or default by the other party hereto of any provision of this Agreement shall not be deemed a waiver of future compliance therewith, and such provisions shall remain in full force and effect.

17.           Counterparts; Electronic Transmission. This Agreement may be executed by the parties on separate counterparts, both of which shall be an original and both of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

(Signature page follows.)

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.

EXHIBIT A

TASK ORDER #1

This Task Order (this “Task Order”) is entered into on _______ under the Consulting Agreement dated January 2, 2024 (the “Consulting Agreement”) between Immunome, Inc. (the “Company”) and Corleen Roche (the “Consultant”). The terms and conditions of the Consulting Agreement are hereby incorporated herein by reference. In the event of a conflict between any provision of the Consulting Agreement and any provision of this Task Order, the terms of the Consulting Agreement shall prevail, unless this Task Order expressly references the specific provision in the Consulting Agreement to be modified by this Task Order. All capitalized terms that are used but not defined in this Task Order shall have the respective meanings given to them in the Consulting Agreement.

1.             Description of Services.

2.             Term of Task Order.

3.             Fee and Payment Schedule.

4.             Additional Provisions/Modifications to Consulting Agreement.

(Signature page follows.)

IN WITNESS WHEREOF, the parties hereto have duly executed this Task Order as of the date hereof.

TASK ORDER #1

This Task Order (this “Task Order”) is entered into on January 2, 2024 under the Consulting Agreement dated January 2, 2024 (the “Consulting Agreement”) between Immunome, Inc. (the “Company”) and Corleen Roche (the “Consultant”). The terms and conditions of the Consulting Agreement are hereby incorporated herein by reference. In the event of a conflict between any provision of the Consulting Agreement and any provision of this Task Order, the terms of the Consulting Agreement shall prevail, unless this Task Order expressly references the specific provision in the Consulting Agreement to be modified by this Task Order. All capitalized terms that are used but not defined in this Task Order shall have the respective meanings given to them in the Consulting Agreement.

1.             Description of Services. Provide advice and guidance requested by the Company from time to time with respect to the Company’s finance and accounting matters. In no event shall the Consultant expend more than 10 hours per week on the performance of Services without the prior written agreement of the Company and the Consultant (which may be done via email).

2.             Term of Task Order. This Task Order shall end upon expiration or sooner termination of the Agreement.

3.             Fee and Payment Schedule. $300/hour of Services rendered, billed in increments of not greater than one quarter of an hour. In addition to the requirements specified in the Agreement, each invoice shall include a reasonably detailed report of the hours expended and Services performed. In addition, as per (and subject to) the Separation Agreement entered into between the parties contemporaneously herewith, vesting of the outstanding stock options granted to the Consultant shall continue in accordance with the Consultant’s applicable option award agreements and the 2020 Equity Incentive Plan, as long as the Consultant is engaged hereunder. In addition, after the termination of the Consulting Period for any reason, Consultant shall have the time periods set forth in the Separation Agreement to exercise vested options.

4.             Additional Provisions/Modifications to Consulting Agreement. N/A

(Signature page follows.)

IN WITNESS WHEREOF, the parties hereto have duly executed this Task Order as of the date hereof.