Browse EX-10 agreements

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Exhibit 10.4

Treeline Biosciences, Inc.

Executive Severance and Change in Control Plan

This Executive Severance and Change in Control Plan (this “Plan”) was adopted by the Board of Directors (the “Board”) of Treeline Biosciences, Inc., a Delaware corporation (the “Company”) and is effective on the Effective Date.  Unless otherwise indicated, capitalized terms used in this Plan are defined in Section 5 below.

1.	Eligibility

The following Company employees are eligible to participate in this Plan (each, an “Executive”):

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Exhibit 10.5

Treeline Biosciences Holdings, Inc.
Non-Employee Director Compensation Policy

Each member of the Board of Directors (the “Board”) of Treeline Biosciences, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for such Non-Employee Director’s service on the Board. This Policy is effective as of the consummation of the merger described in the that certain Agreement and Plan of Merger and Reorganization, dated as of June 6, 2026, among the Company, Treeline Biosciences, Inc. and certain other parties thereto (the “Effective Date”). This Policy may be amended or terminated at any time in the sole discretion of the Board.

1.	Eligibility

Non-Employee Directors who join the Board on or after the Effective Date shall be eligible to receive the compensation set forth in this Policy as of the date that they join the Board.

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**LICENSE AGREEMENT **

THIS LICENSE AGREEMENT (“Agreement”) is entered into and effective as of July 1, 2026 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), and Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”). Paragon and Mentari are also referred to herein individually as a “Party,” or collectively as the “Parties.”

**RECITALS **

WHEREAS, Paragon has developed a proprietary platform technology for the discovery and development of antibodies against therapeutically relevant targets;

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**AMENDMENT NO. 1 TO ANTIBODY DISCOVERY AND OPTION AGREEMENT **

THIS AMENDMENT NO.****** 1 TO ANTIBODY DISCOVERY AND OPTION AGREEMENT** (this “Amendment”) is entered into and effective as of July 1, 2026 (the “**Amendment **Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Paratari Holding, LLC, a Delaware limited liability company (“Paratari”) and Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”), and amends that certain Antibody Discovery and Option Agreement, dated as of September 4, 2025, by and between Paragon, Paratari, and Mentari (the “Option Agreement”). Paragon, Paratari and Mentari are also referred to herein individually as a “Party,” or collectively as the “Parties.”

**RECITALS **

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**ANTIBODY DISCOVERY AND OPTION AGREEMENT **

THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of September 4, 2025 (the “Effective Date”), by and among Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), Paratari Holding LLC, a Delaware limited liability company (“Paratari”) and Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”). Paragon, Paratari and Mentari are also referred to herein individually as a “Party”, or collectively as the “Parties.”

**RECITALS **

WHEREAS, Paragon has developed a proprietary platform technology for the discovery and development of antibodies against therapeutically relevant targets;

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**CELL LINE LICENSE AGREEMENT **

This Cell Line License Agreement (“Agreement”), effective as of November 3, 2025 (“EFFECTIVE DATE”), is entered and made by and between WuXi Biologics (Shanghai) Co., Ltd, having an address at No. 299 Fute Zhong Road, Pudong New District, Shanghai 200131, China (collectively, “WuXi Biologics”) and **Mentari Therapeutics, Inc. **a Delaware corporation, with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

The Parties agree as follows:

1.	**Definitions **

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**BIOLOGICS MASTER SERVICES AGREEMENT **

This Biologics Master Services Agreement (this “Agreement”) is dated and effective as of October 24, 2025 (the “Effective Date”) and is between **Mentari Therapeutics, Inc., **a Delaware corporation, with an office at 221 Crescent Street, Suite 105, Waltham, MA 02453 (“Client”) and WuXi Biologics (Hong Kong) Limited, with its registered address at Unit 417, 4th Floor, Lippo Centre Tower Two, No. 89 Queensway, Admiralty, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”

A.	Client discovers and develops biologics.

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July 10, 2026

Gregory J. Divis

[***]

[***]

[***]

Re: Offer of Employment

Dear Greg:

On behalf of the Board of Directors (the “Board”) of Mentari Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as President and Chief Executive Officer of the Company (“CEO”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.

Your employment with the Company will commence as of July 20, 2026 (the “Effective Date”) and shall continue until terminated in accordance with Section*** 5* (such period, the “Term”). Should you not commence services upon the Effective Date or if this Agreement is otherwise terminated on or prior to the Effective Date, you hereby agree that this Agreement shall be void ab initio and of no force or effect.

1. Positions.

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July 23, 2026

Jerad G. Seurer

Address: [***]

[***]

Email: [***]

Re: Offer of Employment

Dear Jerad:

On behalf of Mentari Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as General Counsel & Corporate Secretary of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.

Your employment with the Company in the Role will commence as of August 3, 2026 (the “Effective Date”). Should you not commence services by the Effective Date or if this Agreement is otherwise terminated on or prior to the Effective Date, you hereby agree that this Agreement shall be void ab initio and of no force or effect.

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**ANTIBODY DISCOVERY AND OPTION AGREEMENT **

THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of July 1, 2026 (the “Effective Date”), by and among Paragon Laboratories, Inc., a Delaware corporation (“Paragon”) and Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”). Paragon and Mentari are also referred to herein individually as a “Party”, or collectively as the “Parties.”

**RECITALS **

WHEREAS, Paragon has developed a proprietary platform technology for the discovery and development of antibodies against therapeutically relevant targets;

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July 10, 2026

Brett Hagen

[***]

[***]

Email: [***]

Re: Offer of Employment

Dear Brett:

On behalf of Mentari Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as SVP, Finance & Chief Accounting Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.

Your employment with the Company in the Role will commence as of August 3, 2026 (the “Effective Date”). Should you not commence services by the Effective Date or if this Agreement is otherwise terminated on or prior to the Effective Date, you hereby agree that this Agreement shall be void ab initio and of no force or effect.

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THIS CONVERTIBLE NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE NOTE

Principal Amount: Up to $300,000	Dated as of Aug 21, 2026

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