Amendment to Collaboration and License Agreement by and between Alopexx, Inc and Biotech Consortia, Inc

ALOPEXX, INC. S-1/A

Exhibit 10.8

AMENDMENT No. 1 to

COLLABORATION AND LICENSE AGREEMENT

This Amendment No. 1 to the COLLABORATION AND LICENSE Agreement (“Amendment No. l”) is effective as of December 27, 2024 (“Amendment No. 1 Effective Date”) by and between Alopexx, Inc, a Delaware company, having an address of 186 Alewife Brook Parkway #1068, Cambridge, MA 02138, USA (together with its Affiliates, subsidiaries, successors and permitted assigns, “Alopexx”), and Biotech Consortia, Inc., a Bahamas international business company, having a registered office address at Trident Trust Company (Bahamas) Ltd, 1st Floor, Building A, Caves Corporate Center, Blake Road and West Bay Street, PO Box N-3944, Nassau, Bahamas (together with its Affiliates, subsidiaries, successors and permitted assigns, “BCI”). BCI and Alopexx may be referred to each individually as a “PARTY” or together collectively as the “PARTIES.”

RECITALS

WHEREAS, the PARTIES have executed a COLLABORATION AND LICENSE AGREEMENT which has an effective date of September 05, 2024; and

WHEREAS, the PARTIES have executed a STOCK PURCHASE AGREEMENT which has an effective data of December 26, 2024; and

WHEREAS, the PARTIES now desire to further amend the Collaboration and License Agreement in order to be consistent with the STOCK PURCHASE AGREEMENT.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereby agree as follows:

Equity Investment. BCI shall invest in Alopexx US$1.5 million. BCI shall make such investment in connection with an alternative Alopexx funding event, in such event to be made consistent with independent valuation criteria as and then generally applicable to investment in Alopexx.

[The remainder of this page is intentionally left blank.]