EXHIBIT 10.1

Exhibit 10.1

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

ASSIGNMENT AND ASSUMPTION AGREEMENT AND LICENSE AGREEMENT

This Assignment and Assumption Agreement and License Agreement (the “Agreement”) is entered into as of October 21, 2026 (the “Effective Date”) by and among Senti Biosciences, Inc., a Delaware corporation, with an address at 2 Corporate Drive, First Floor South San Francisco, CA 94080 (“Assignor”), Senti Biosciences Holdings, Inc., a Delaware corporation, with an address at 2 Corporate Drive, First Floor South San Francisco, CA 94080  (“Assignee”), and Senti Holdings, Inc., a Delaware corporation, with an address at 2 Corporate Drive, First Floor South San Francisco, CA 94080 (“Midco”). Assignor, Assignee, and Midco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Assignor is the owner of all right, title, and interest in and to certain patents, patent applications, Assigned Know-How (as defined below) and Assigned Agreements (as defined below) relating to (i) Assignor’s Rett Syndrome program utilizing Assignor’s Regulator dial technology and (ii) Assignor’s platform of Regulator Dial-enabled armored tumor-infiltrating lymphocytes ((i) and (ii) collectively, the “Assigned Field”), as more particularly described in Exhibit B attached hereto and incorporated herein by reference (collectively, the “Assigned Assets”);

WHEREAS, Assignee is a parent company of Assignor, and the Parties desire to transfer the Assigned Assets from Assignor to Assignee so that Assignee may exploit the Assigned Assets in furtherance of its ongoing business activities, on the terms and conditions set forth herein; and

WHEREAS, in connection with such assignment, Assignee desires to license back to Assignor certain rights in and to the Assigned Assets so that Assignor may also continue to exploit the Assigned Assets in furtherance of its ongoing business activities, on the terms and conditions set forth herein.

WHEREAS, Assignor and Midco desire to transfer certain rights regarding the Transaction Files (as defined below) to Assignee on the terms and conditions set forth herein.

WHEREAS, Assignor and Midco desire to provide certain access rights to Assignee regarding certain Records (as defined below) on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.          Definitions. The following terms shall have the following meanings (and cognates of such terms shall have correlative meanings):

1.1      “Affiliate” means with respect to any Person, any other Person that, directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, for as long as such control exists. For purposes of this definition, “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting or economic interest of a Person, or the power, whether pursuant to contract, ownership of securities or otherwise, to direct the management and policies of a Person. For clarity, once a Person ceases to be an Affiliate of a Party, then, without any further action, such Person shall cease to have any rights, including license and sublicense rights, granted under this Agreement by reason of being an Affiliate of such Party.

1.2      “Assigned Agreements” means all agreements between Assignor and the Rett Syndrome Research Trust, as amended, supplemented, or restated from time to time, together with all rights, benefits, obligations, and liabilities thereunder.

1.3       “Assigned Assets” has the meaning set forth in the Recitals and as more particularly described in Exhibit B attached hereto.

1.4      “Assigned Know-How” means Know-How owned or controlled by Assignor as of the Effective Date that is necessary or reasonably useful for the making, using, offering for sale, selling and importing products in the Assigned Field, provided that the Assigned Know-How excludes any Know-How owned or controlled by Assignor that is necessary or reasonably useful for the making, using, offering for sale, selling and importing of the Logic Gated off-the-shelf CAR-NK cell therapy known as SENTI-202 (“SENTI-202”, defined as “Product Candidates” in the Merger Agreement) (“Excluded Know-How”), in each case, to the extent known to, and in the reasonable possession of, Assignor.

1.5       “Assigned Patents” means the patents and patent applications set forth in Exhibit B, including any and all Patent Rights therein.

1.6     “Encumbrances” means all pledges, liens, licenses, rights of possession, security interests, restrictions, charges, title retention, conditional sale, or other security arrangements of any nature whatsoever.

1.7      “Historical Records” means those books, records, files, data, documents, papers and information, in physical, electronic or other form, owned, maintained or controlled by Assignor or Midco and relating to their respective corporate history, organization, governance, capitalization, assets, liabilities, operations or financial condition, in each case solely to the extent relating to the Assigned Assets and reasonably necessary for Assignee to exploit the Assigned Assets or perform its obligations under the Assigned Agreements, including (i) minute books; stock ledgers; records of stockholder, board and committee meetings and actions; resolutions; certificates; certificates of incorporation; bylaws; charters; and other governing or organizational documents; (ii) historical filings with the Securities and Exchange Commission and related workpapers, correspondence and supporting documentation; (iii) historical financial statements, notes, schedules and supporting documentation; (iv) historical audit and accounting workpapers and financial records; and (v) copies, drafts, attachments, emails, correspondence, databases, backup data and archive data relating to any of the foregoing.

1.8     “Know-How” means techniques, technology, trade secrets, inventions (whether patentable or not), methods, data, reports and results, analytical and quality control data and results, regulatory documents, and other information related to, derived from, or useful in connection with the Assigned Assets.

1.9      “Merger Agreement” means the Agreement and Plan of Merger, dated as of July 14, 2026, by and among Celadon Partners SPV 35, an exempted company incorporated under the laws of the Cayman Islands, Senti Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Assignee, Midco, and Assignor.

2

1.10   “Patent Rights” means: (i) an issued or granted patent, including any extension, supplemental protection certificate, registration, confirmation, reissue, reexamination or renewal thereof; (ii) a pending patent application, including any PCT, continuation, divisional, continuation-in-part, substitute or provisional application thereof; (iii) all counterparts or foreign equivalents of any of the foregoing issued by or filed in any country or other jurisdiction; (iv) inventor’s certificates; (v) other forms of government issued rights substantially similar to any of the foregoing; (vi) all rights to prosecute, maintain, enforce, and collect damages for past, present, and future infringement thereof in the United States and all foreign jurisdictions; (vii) any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (viii) any and all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

1.11    “Person” means any corporation, limited or general partnership, limited liability company, joint venture, trust, unincorporated association, governmental body, authority, bureau or agency, any other entity or body, or an individual.

1.12    “Records” means all Historical Records, Transaction Files and Third-Party Workpapers, together with all copies, summaries, extracts, backups and archives thereof and all rights, claims, privileges, protections and interests relating thereto, in each case to the extent owned or controlled by Assignor or Midco or otherwise reasonably available to be accessed or obtained by Assignor or Midco.

1.13     “Third Party” means any Person other than Assignor, Assignee, or any of their respective Affiliates.

1.14    “Third Party Workpapers” means audit, accounting, tax, financial, valuation or other workpapers, files and supporting documentation relating to the Assigned Assets, Historical Records, Merger Agreement or the transactions contemplated thereby that are prepared or maintained by an independent auditor, accountant or other service provider and are not owned or controlled by Assignor or Midco, in each case solely to the extent relating to the Assigned Assets and reasonably necessary for Assignee to exploit the Assigned Assets or perform its obligations under the Assigned Agreements.

1.15    “Transaction Files” means all books, records, files, documents, drafts, correspondence, emails, memoranda, analyses, diligence materials, data-room materials, legal opinions, advice and work product relating to the negotiation, preparation, execution, delivery, performance, closing, administration, enforcement or defense of the Merger Agreement, the transactions contemplated thereby, this Agreement or the transactions contemplated hereby, including all attorney-client privileged communications, attorney work product and other protections and immunities from disclosure, in each case to the extent held by or available to Assignor or Midco and solely to the extent relating to the Assigned Assets and reasonably necessary for Assignee to exploit the Assigned Assets or perform its obligations under the Assigned Agreements.

2.          Assignment of Assets.

2.1      Assignment of Assets. Assignor hereby assigns, transfers and conveys to Assignee exclusively throughout the world all rights, title and interest in and to the Assigned Assets, including (i) the Assigned Patents, together with all Patent Rights related thereto; (ii) the Assigned Agreements and all of Assignor’s rights, benefits, and interests thereunder; and (iii) all Assigned Know-How owned or controlled by Assignor. The Parties understand and agree that the Assigned Assets are directed to the Assigned Field and do not cover or otherwise relate to SENTI‑202.

3

2.2      Assumption of Assigned Agreements. Effective as of the Effective Date, Assignee hereby assumes and agrees to pay, perform, honor, and discharge all obligations and liabilities of Assignor arising under the Assigned Agreements on and after the Effective Date, including all future payment obligations, reporting obligations, and any other covenants or commitments required thereunder. Notwithstanding the foregoing, Assignor shall remain responsible for any obligation arising under the Assigned Agreements that accrued prior to the Effective Date, unless Assignee expressly agrees in writing to assume any such pre-Effective Date obligation.

2.3     Recordation. Assignee is hereby authorized to record and register this Agreement, or a short-form assignment derived therefrom, with the USPTO, WIPO, and any corresponding patent office or governmental authority in any jurisdiction worldwide. Assignor shall reasonably cooperate with Assignee in connection with such recordation and shall promptly execute any additional documents reasonably required therefor, as reasonably requested by Assignee. The Patent Assignment Agreement attached as Exhibit A may be separately recorded with applicable patent offices for the purpose of effecting recordation of the assignment of the Assigned Patents.

2.4       Further Assurances. Assignor shall take such steps and actions, and provide such cooperation and assistance to Assignee and its successors, assigns, and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, at Assignee’s cost, as may be necessary to effect, evidence, or perfect the assignment of the Assigned Patents to Assignee, or any assignee or successor thereto.

3.         Licenses. Subject to the terms and conditions of this Agreement, effective as of the Effective Date, Assignee hereby grants to Assignor a non-exclusive, irrevocable, perpetual, sublicensable, transferrable, worldwide, royalty-free, fully paid-up license under the Assigned Know-How and Assigned Patents, to research, develop, make, have made, use, sell, offer for sale, import, practice, exercise, reproduce, distribute, perform, display, make derivative works of, and otherwise exploit the Assigned Know-How and Assigned Patents in all fields of use throughout the world. Subject to the terms and conditions of this Agreement, effective as of the Effective Date, Assignor hereby grants to Assignee a non-exclusive, irrevocable, perpetual, sublicensable, transferrable, worldwide, royalty-free, fully paid-up license under any Excluded Know-How that is necessary or reasonably useful for the making, using, offering for sale, selling and importing of products in the Assigned Field, to research, develop, make, have made, use, sell, offer for sale, import, practice, exercise, reproduce, distribute, perform, display, make derivative works of, and otherwise exploit such Excluded Know-How in the Assigned Field throughout the world.

4.         Assignment of Attorney*-*Client Privilege; Waiver Prevention. Assignor and Midco hereby assign and transfer to Assignee, to the fullest extent permitted by applicable law, all attorney-client privilege, attorney work-product protection and other immunity or protection from disclosure held by or available to Assignor or Midco with respect to the Transaction Files and all related communications, records, advice, drafts and work product. Assignee shall have exclusive control of such privileges, protections and immunities, including the sole right to assert, maintain, preserve, prevent waiver of, waive, limit or otherwise control them. Assignor and Midco shall not waive, release, compromise, disclose or permit access to any such material, or take any action that could waive or impair any such privilege, protection or immunity, without Assignee’s prior written consent, except to the extent required by applicable law. To the extent legally permitted, Assignor and Midco shall provide prompt advance written notice to Assignee of any required disclosure and shall cooperate at Assignee’s request in seeking a protective order or other appropriate protection, and shall disclose only the portion legally required. Assignor and Midco shall instruct their counsel and other custodians to recognize Assignee’s control and to deliver files and cooperate with Assignee. Any retained copy shall be held solely as Assignee’s custodian and shall not be used for any purpose other than compliance with applicable law.

4

5.        Right to Access Records. Assignor and Midco shall provide Assignee and its representatives with reasonable access to the Records in their respective possession, custody or control, for purposes of inspection and copying. Upon Assignee’s request, Assignor and Midco shall deliver, or cause to be delivered, to Assignee copies of any Records so requested. Assignor and Midco shall use commercially reasonable efforts to obtain from any Third Party in possession of any Third Party Workpapers, on Assignee’s behalf, copies of or access to such Third Party Workpapers.

6.        Representations, Warranties, and Covenants. Each Party represents and warrants to the other Parties as of the Effective Date that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (ii) it has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder, and the individual executing this Agreement on its behalf has been duly authorized by all requisite action; (iii) this Agreement, when executed and delivered, constitutes the legal, valid, and binding obligation of such Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles; and (iv) the execution, delivery, and performance of this Agreement does not conflict with any agreement or applicable law by which such Party is bound. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE ASSIGNED ASSETS OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.      Term; Effect of Termination of License. This Agreement shall commence on the Effective Date and, unless earlier terminated, shall continue indefinitely.

8.          Miscellaneous.

8.1     Taxes. Assignor is fully and solely responsible for any income, sales, transfer, use, value-added, or other taxes or governmental assessments in connection with the assignment of the Assigned Assets under this Agreement, except that Assignee shall be responsible for all sales, transfer, or similar taxes imposed on Assignee as a result of the transactions contemplated herein; each Party shall bear its own income taxes.

8.2       **Notices. Any notice required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified or registered mail, postage prepaid, or by a nationally recognized overnight courier, addressed to the respective addresses set forth in this Agreement (or such other address as a Party may designate by ten (10) days’ prior written notice):

if to Assignor:

Senti Biosciences, Inc.,

2 Corporate Drive, First Floor

South San Francisco, CA 94080

if to Assignee:

Senti Biosciences Holdings, Inc.,

2 Corporate Drive, First Floor

South San Francisco, CA 94080

if to Midco:

Senti Holdings, Inc.,

2 Corporate Drive, First Floor

South San Francisco, CA 94080

5

8.3       Amendment; Waiver. Any waivers or amendments shall be effective only if made in writing and signed by an authorized representative of each Party. No failure to exercise, and no delay in exercising, on the part of each Party, any privilege, power, or right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power preclude further exercise of any other right hereunder.

8.4        Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, 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.

8.5      Governing Law; Jurisdiction. This Agreement shall be governed by and construed pursuant to the laws of the State of Delaware without regard to conflicts of law provisions thereof, and the Parties irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery or, if applicable, the federal courts sitting in the State of Delaware.

8.6        Assignment. Each Party may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Parties, and any attempt to do so shall be void.

8.7       Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties with respect to the subject matter hereof and supersedes all prior written and oral agreements and communications relating to the subject matter hereof.

8.8        Specific Performance. Specific performance, injunctive, and other equitable relief shall be available to each Party to enforce the obligations of the other Parties hereunder without the requirement to post a bond or prove irreparable harm.

8.9      Interpretation. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.”

8.10      Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument; electronic or facsimile signatures shall be valid and binding.

6

IN WITNESS WHEREOF, the Parties have executed this Asset Assignment and Assumption Agreement and License Agreement on the Effective Date.

7

EXHIBIT A

PATENT ASSIGNMENT AGREEMENT

This Patent Assignment Agreement (the “Patent Assignment”) is entered into as of October 21, 2026 (the “Effective Date”) by and between Senti Biosciences, Inc., a Delaware corporation (“Assignor”), and Senti Biosciences Holdings, Inc., a Delaware corporation (“Assignee”).

WHEREAS, under the terms of the Asset Assignment and Assumption Agreement and License Agreement (the “Assignment Agreement”), Assignor has conveyed, transferred, and assigned to Assignee, among other assets, certain patent rights of Assignor, and has agreed to cooperate with Assignee to execute and deliver this Patent Assignment for recording with the United States Patent and Trademark Office (“USPTO”), the World Intellectual Property Organization (“WIPO”), and corresponding entities or agencies in any applicable jurisdictions;

NOW THEREFORE, the parties agree as follows:

1.         Assignment. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, transfers and conveys to Assignee exclusively throughout the world all rights, title and interest in and to the patents and patent applications set forth in Exhibit B to the Assignment Agreement (the “Assigned Patents”), including any and all of the following rights (the “Patent Rights”): (i) an issued or granted patent, including any extension, supplemental protection certificate, registration, confirmation, reissue, reexamination or renewal thereof; (ii) a pending patent application, including any PCT, continuation, divisional, continuation-in-part, substitute or provisional application thereof; (iii) all counterparts or foreign equivalents of any of the foregoing issued by or filed in any country or other jurisdiction; (iv) inventor’s certificates; (v) other forms of government issued rights substantially similar to any of the foregoing; (vi) all rights to prosecute, maintain, enforce, and collect damages for past, present, and future infringement thereof in the United States and all foreign jurisdictions; (vii) any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (viii) any and all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

2.         Recordation and Further Actions. Assignor hereby authorizes the Commissioner for Patents in the USPTO, the Director General of WIPO, and the officials of corresponding entities or agencies in any applicable jurisdictions to record and register this Patent Assignment upon request by Assignee. Following the date hereof, Assignor shall take such steps and actions, and provide such cooperation and assistance to Assignee and its successors, assigns, and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, as may be necessary to effect, evidence, or perfect the assignment of the Assigned Patents to Assignee, or any assignee or successor thereto, whenever reasonably and timely requested by Assignee at Assignee’s sole cost and expense.

3.           Terms of the Assignment Agreement. The parties hereto acknowledge and agree that this Patent Assignment is entered into pursuant to the Assignment Agreement, to which reference is made for a further statement of the rights and obligations of Assignor and Assignee with respect to the Assigned Patents. The representations, warranties, covenants, agreements, and indemnities contained in the Assignment Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Assignment Agreement and the terms hereof, the terms of the Assignment Agreement shall govern.

8

IN WITNESS WHEREOF, the parties have executed this Patent Assignment on the Effective Date.

9

EXHIBIT B

ASSIGNED ASSETS

[***]