Browse EX-10 agreements

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EXHIBIT 10.46

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of the Start Date (as defined below) by and between Michael Cruse (the “Executive”) and Ambros Therapeutics, Inc. (the “Company”).

The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive’s  services, performed personally by Executive, to the Company; and

Executive wishes to be employed by the Company and provide services to be performed personally by Executive and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.            Employment by the Company.

1.1          Position.  Subject to the terms set forth herein, the Company agrees to employ Executive initially in the position of Chief Operating Officer, and Executive hereby accepts such employment.

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EXHIBIT 10.50

August 14, 2026

Scott Robertson

[***]

Re:  Member of the Ambros Therapeutics Board of Directors

Dear Scott:

This letter confirms our understanding regarding the terms of your service as a member of the Board of Directors (the “Board”) of Ambros Therapeutics, Inc., a Delaware corporation (the “Company”), beginning on August 17, 2026. This letter sets forth our understanding regarding such services to be performed in such capacity, and nothing in this letter nor the services rendered hereunder are meant, or shall be construed in any way or manner, to create between you and the Company a relationship of employer and employee.

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EXHIBIT 10.49

AMBROS THERAPEUTICS, INC.

CONSULTING AGREEMENT

EFFECTIVE DATE: OCTOBER 7, 2024

This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between Ambros Therapeutics, Inc., a Delaware corporation (“Client”) and the consultant named on the signature page hereto (“Consultant”).

1.          Engagement of Services. Client may issue Project Assignments to Consultant in the form attached to this Agreement as Exhibit A (each, a “Project Assignment”). Subject to the terms of this Agreement, Consultant will render the services set forth in Project Assignment(s), accepted by Consultant (the “Services”) by the completion dates set forth therein. Except as otherwise provided in the applicable Project Assignment, Consultant will be free of control and direction from the Client (other than general oversight and control over the results of the Services), and will have exclusive control over the manner and means of performing the Services, including the choice of place and time. Consultant will provide, at Consultant’s own expense,

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EXHIBIT 10.37

AMBROS THERAPEUTICS, INC.

RESTRICTED STOCK AWARD GRANT NOTICE

(2024 EQUITY INCENTIVE PLAN)

Ambros Therapeutics, Inc.(the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby awards to Participant the right to purchase the number of shares of Common Stock (the “Shares”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Award Grant Notice (the “Grant Notice”) and the attached Restricted Stock Award Terms and Conditions (together with the Grant Notice, the “Award Agreement”), and the Plan, all of which are attached to this Grant Notice and incorporated into this Grant Notice in their entirety.  Capitalized terms not explicitly defined in the Award Agreement but defined in the Plan will have the meanings provided in the Plan.  If the Company uses an electronic capitalization table system (such as Carta, Pulley or Shareworks) and the fields below are blank or the information is otherwise provided in a different format electronically, the blank fields and other informati

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Exhibit 10.30

WEREWOLF THERAPEUTICS, INC.

303 Wyman Street, Suite 300

Waltham MA 02451

August 25, 2026

Daniel Hicklin

RE:	Amendment of Retention Agreement

Dear Dan:

Werewolf Therapeutics, Inc. (the “Company”) would like to amend the Retention Agreement, dated February 15, 2026, entered into by and between you and the Company (the “Agreement”) in accordance with the terms herein (the “Amendment”). If not otherwise defined herein, capitalized terms shall have the definitions ascribed to them in the Agreement.

I.	Retention Period.

Upon your signature below, acknowledging your acceptance of and agreement with the terms of this Amendment, the Retention Date, as defined in the Agreement, shall be amended to be December 31, 2026, and the Retention Period, as defined in the Agreement, shall be amended to be the period from the Effective Date through December 31, 2026.

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EXHIBIT 10.43

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into effective as of September 30, 2025 (the “Effective Date”) by and between Gail Cawkwell (the “Executive”) and Ambros Therapeutics, Inc. (the “Company”).

The Company desires to continue to employ Executive and, in connection therewith, to compensate Executive for Executive’s  services, performed personally by Executive, to the Company;

Executive wishes to continue to be employed by the Company and provide services to be performed personally by Executive and certain covenants to the Company in return for certain compensation and benefits;

The Company and Executive desire to enter into this Agreement to establish the terms and conditions of Executive’s continued employment by the Company.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.          Employment By The Company.

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EXHIBIT 10.51

August 6, 2026

John Jacobs

[***]

Re:  Member of the Ambros Therapeutics Board of Directors

Dear John:

This letter confirms our understanding regarding the terms of your service as a member of the Board of Directors (the “Board”) of Ambros Therapeutics, Inc., a Delaware corporation (the “Company”), beginning on August 10, 2026. This letter sets forth our understanding regarding such services to be performed in such capacity, and nothing in this letter nor the services rendered hereunder are meant, or shall be construed in any way or manner, to create between you and the Company a relationship of employer and employee.

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EXHIBIT 10.36

AMBROS THERAPEUTICS, INC.

STOCK OPTION GRANT NOTICE

(2024 EQUITY INCENTIVE PLAN)

Ambros Therapeutics, Inc. (the “Company”), pursuant to its 2024 Equity Incentive Plan (as amended and/or restated as of the Date of Grant set forth below, the “Plan”), has granted to Optionholder an option to purchase the number of shares of Common Stock set forth below (the “Option”).  The Option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (the “Grant Notice”) and in the Plan, the Option Agreement, and the Notice of Exercise, all of which are attached to this Grant Notice and incorporated into this Grant Notice in their entirety.  Capitalized terms not explicitly defined in this Grant Notice but defined in the Plan or the Option Agreement shall have the meanings set forth in the Plan or the Option Agreement, as applicable. If the Company uses an electronic capitalization table system (such as Carta, Pulley or Shareworks) and the fields below are blank or the information is otherwise provided in a different format electronically, the

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EXHIBIT 10.40

LICENSE AND DEVELOPMENT AGREEMENT

BETWEEN

Abiogen Pharma SpA

AND

Ambros Therapeutics, Inc.

December 18, 2024

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TABLE OF CONTENTS

	Page
ARTICLE 1 DEFINITIONS	1
ARTICLE 2 LICENSE	13
ARTICLE 3 GOVERNANCE	16
ARTICLE 4 DEVELOPMENT	19
ARTICLE 5 REGULATORY MATTERS	21
ARTICLE 6 COMMERCIALIZATION	24
ARTICLE 7 MANUFACTURE AND SUPPLY	25
ARTICLE 8 COMPENSATION	28
ARTICLE 9 INTELLECTUAL PROPERTY MATTERS	33
ARTICLE 10 REPRESENTATIONS AND WARRANTIES; COVENANTS	39

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EXHIBIT 10.41

SUPPLY AGREEMENT

This SUPPLY AGREEMENT (the “Agreement”) is made on the date of the last signature below (the “Effective Date”), by and between:

ABIOGEN PHARMA SPA, a corporation organized and existing under the laws of Italy and having its principal offices at Via Meucci 36, 56121 Ospedaletto Pisa Italy, duly represented by its CEO and Managing Director, Dr. Massimo Di Martino (hereinafter called “Abiogen”),

and

AMBROS THERAPEUTICS, INC.a corporation organized and existing pursuant to the laws of the State of Delaware, USA and having its principal offices at [***], duly represented by its acting CEO, Gregory J. Flesher (hereinafter called “Ambros”).

Abiogen and Ambros are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WITNESSETH:

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EXHIBIT 10.45

March 27, 2026

Keith A. Katkin

[***]

Re: Amended and Restated Chairperson of the Board Offer Letter

Dear Keith,

This Amended and Restated Chairperson of the Board Offer Letter (the “Agreement”) is effective as of March 27, 2026 and amends and restates that certain Executive Chair Offer Letter between you and Ambros Therapeutics, Inc. (the “Company”) dated September 30, 2025 (the “Prior Agreement”). This terms of this Agreement set forth the terms on which you will continue to serve as Chairperson of the Board and supersede the terms of the Prior Agreement in their entirety.

Position

You will serve as an employee of the Company in an executive capacity and will perform the duties of Chairperson of the Board as commonly associated with this position. You will primarily work remotely from your residence in [***], provided, however, that you will engage in reasonable business travel as necessary for the performance of your role or as requested by the Company’s Board of Directors (the “Board”).

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SECURITIES TRANSFER AGREEMENT

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by and between

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HCG Opportunity III, LLC

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**and **

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LAUNCH TWO SPONSOR LLC

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Dated as of June 25, 2026

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Table of contents

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Article I TRANSFER AND CHANGES			2
	1.1	Transfer	2
	1.2	Changes	2
Article II CLOSING			2

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