Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported):

November 29, 2023

Theseus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40869

83-0712806

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

314 Main Street

Cambridge, Massachusetts

02142

(Address of Principal Executive Offices)

(Zip Code)

(857) 400-9491

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common stock, par value $0.0001 per share

THRX

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Termination of Timothy P. Clackson, Ph.D.

As part of a reduction in workforce, Theseus Pharmaceuticals, Inc. (the “Company”) terminated the employment of Timothy P. Clackson, Ph.D. as President and Chief Executive Officer of the Company, effective as of December 7, 2023 (the “Separation Date”), without cause. In connection with the termination, Dr. Clackson resigned from his position as a member of the Board of Directors of the Company (the “Board”), effective as of the Separation Date.

In connection with Dr. Clackson’s departure, the Company entered into a separation and release agreement with Dr. Clackson (“the Clackson Separation Agreement”). Pursuant to the Clackson Separation Agreement, Dr. Clackson will receive severance equal to twelve months of his base salary in effect on the Separation Date and one hundred percent of his 2023 annual target bonus, in the total gross amount of $0.9 million, less applicable taxes and withholdings, and reimbursement of COBRA premiums for healthcare insurance coverage for up to twelve months to the extent Dr. Clackson is eligible for and elects COBRA coverage. In addition, under the terms of the Clackson Separation Agreement, Dr. Clackson’s outstanding unvested equity awards that would have vested during the eighteen-month period following the Separation Date became fully vested on the Separation Date. The Clackson Separation Agreement also contains a general release of claims by Dr. Clackson, as well as customary cooperation clause in order to ensure a smooth transition after Dr. Clackson’s departure.

In connection with Dr. Clackson’s departure, the Company also entered into a consulting agreement with Dr. Clackson, effective as of the Separation Date (the “Clackson Consulting Agreement”). Pursuant to the Clackson Consulting Agreement, Dr. Clackson will provide consulting and advisory services to the Company until March 31, 2024 (such period, the “Clackson Consulting Period”) unless terminated earlier. As the only consideration for Dr. Clackson’s services under the Clackson Consulting Agreement, Dr. Clackson’s outstanding unvested equity awards shall continue to vest in accordance with the applicable purchase, award or grant agreement during the Clackson Consulting Period.

The foregoing descriptions of the Clackson Separation Agreement and the Clackson Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Clackson Separation Agreement and the Clackson Consulting Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Termination of David Kerstein, M.D.

As part of the reduction in workforce, the Company also terminated the employment of David Kerstein, M.D. as the Chief Medical Officer of the Company, effective as of the Separation Date, without cause.

In connection with Dr. Kerstein’s departure, the Company entered into a separation and release agreement with Dr. Kerstein (the “Kerstein Separation Agreement”). Pursuant to the Kerstein Separation Agreement, Dr. Kerstein will receive severance equal to nine months of his base salary in effect on the Separation Date and one hundred percent of his 2023 annual target bonus, in the total gross amount of $0.6 million, less applicable taxes and withholdings, and reimbursement of COBRA premiums for healthcare insurance coverage for up to nine months to the extent Dr. Kerstein is eligible for and elects COBRA coverage. In addition, under the terms of the Kerstein Separation Agreement, Dr. Kerstein’s outstanding unvested equity awards that would have vested during the twelve-month period following the Separation Date became fully vested on the Separation Date. The Kerstein Separation Agreement also contains a general release of claims by Dr. Kerstein, as well as customary cooperation clause in order to ensure a smooth transition after Dr. Kerstein’s departure.

In connection with Dr. Kerstein’s departure, the Company also entered into a consulting agreement with Dr. Kerstein, effective as of the Separation Date (the “Kerstein Consulting Agreement”). Pursuant to the Kerstein Consulting Agreement, Dr. Kerstein will provide consulting and advisory services to the Company until March 31, 2024 (such period, the “Kerstein Consulting Period”) unless terminated earlier. As consideration for Dr. Kerstein’s services under the Kerstein Consulting Agreement, Dr. Kerstein’s outstanding unvested equity awards shall continue to vest in accordance with the applicable purchase, award or grant agreement during the Kerstein Consulting Period. In addition, for any work in excess of five hours per week (averaged over the term of the consultancy), Dr. Kerstein shall be paid at a rate of $300 per hour.

The foregoing descriptions of the Kerstein Separation Agreement and the Kerstein Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Kerstein Separation Agreement and the Kerstein Consulting Agreement, which are filed as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Appointment of Director and President

On December 1, 2023, the Board appointed Bradford D. Dahms, the Company’s current Chief Financial Officer, President of the Company and as a member of the Board of Directors, effective as of the Separation Date. Mr. Dahms will serve as a Class III director until the annual meeting of stockholders held in 2024 or until his successor is duly elected and qualified. Mr. Dahms will continue to serve as the Company’s Chief Financial Officer, in addition to his role as a director and President. In connection with his appointment as President, Mr. Dahms’ base salary was increased to $500,000 per year.

Mr. Dahms has served as the Company’s Chief Financial Officer since May 2021. From September 2019 to May 2021, Mr. Dahms served as Chief Financial Officer of Selecta Biosciences Inc. (Nasdaq: SELB) (“Selecta”). Prior to joining Selecta, Mr. Dahms served as Senior Vice President — Healthcare Investment Banking at Cantor Fitzgerald & Co., an investment bank, from April 2014 to August 2019. He also served as an analyst at RBC Capital Markets from 2012 to 2014, and at JPMorgan Chase & Co. from 2010 to 2012. Mr. Dahms holds a Bachelor of Science degree in Economics from The Ohio State University.

There are no transactions between Mr. Dahms and the Company that would be reportable under Item 404(a) of Regulation S-K, no family relationship between Mr. Dahms and any of the Company’s directors or officers, and no arrangements or understandings with any persons pursuant to which he was selected as a director.

Retention Bonus

On November 29, 2023, the Compensation Committee of the Board approved a one-time cash bonus payment (the “Retention Bonus”) to Mr. Dahms, in an amount equal to one point five (1.5) times his annual base salary, less withholdings and deductions, provided that Mr. Dahms remains employed by the Company in good standing on the earlier of the closing of a strategic transaction involving the Company and February 28, 2024 (the “Retention Period”). Fifty percent of the Retention Bonus will be paid on the first practicable payroll date following the execution of the Retention Bonus Agreement entered into by and between the Company and Mr. Dahms, and the remaining fifty percent will be paid at the end of the Retention Period. If Mr. Dahms resigns or is terminated by the Company for cause prior to the end of the Retention Period, Mr. Dahms shall repay the Company the full amount of the Retention Bonus.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

No.		Description of Exhibit
10.1#		Separation and Release Agreement, by and between Theseus Pharmaceuticals, Inc. and Timothy P. Clackson, Ph.D., effective as of December 7, 2023.
10.2#		Consulting Agreement, by and between Theseus Pharmaceuticals, Inc. and Timothy P. Clackson, Ph.D., effective as of December 7, 2023.
10.3#		Separation and Release Agreement, by and between Theseus Pharmaceuticals, Inc. and David Kerstein, M.D., effective as of December 7, 2023.
10.4#		Consulting Agreement, by and between Theseus Pharmaceuticals, Inc. and David Kerstein, M.D., effective as of December 7, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Indicates a management contract or any compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Theseus Pharmaceuticals, Inc.

	By:	/s/ Bradford D. Dahms
		Name:	Bradford D. Dahms
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Date: December 4, 2023

Exhibit 10.1

Contains Confidential Business Information

December 7, 2023

Via Electronic Mail

Tim Clackson

Dear Tim:

As discussed, your employment with Theseus Pharmaceuticals, Inc. (the “Company”) will terminate on December 7, 2023. A copy of your Separation and Release Agreement is enclosed with this letter.

Please note that the termination of your employment is an “Involuntary Termination”, “without Cause”, which qualifies you for certain “Severance Benefits” as set forth in your Offer Letter dated September 10, 2021. The Company is pleased to provide you with Severance Benefits beyond those set forth in Section 5(a)(i) of your Offer Letter as a recognition of your contributions to the Company.

Specifically, in addition to those benefits set forth in Sections 5(a)(i) and 5(b) of your Offer Letter, you will receive 100% of your 2023 annual target bonus in lieu of the pro-rated portion of your bonus contemplated in Section 5(a)(i); as well as eighteen (18) months of vesting on all your equity awards or grants then outstanding.

Thank you for all you have done at the Company, and we wish you continued success.

[Signature Page to Follow]

	Regards,

	Theseus Pharmaceuticals, Inc.

	By:	/s/ Brad Dahms
		Brad Dahms
		CFO

	Dated:	12/3/2023

December 7, 2023

Via Electronic Mail

Tim Clackson

Re:	Separation and Release Agreement

Dear Tim:

The purpose of this Separation and Release Agreement (the “Agreement”) is to confirm the terms regarding your separation of employment from Theseus Pharmaceuticals, Inc. (“Theseus” or the “Company”). As more fully set forth below, the Company desires to provide you with separation benefits in exchange for certain agreements by you. This Agreement shall become effective on the 8^th day following your acceptance of it, as provided below (the “Effective Date”).

1.            Separation of Employment. You acknowledge that your employment with the Company shall terminate effective December 7, 2023 (the “Separation Date”). You hereby resign from any and all other positions that you hold with the Company and any of its subsidiaries and affiliates as an officer, director, employee, or otherwise, effective as of the Separation Date. Your separation is an “Involuntary Termination”, “without Cause”, both as defined in your Offer Letter dated September 10, 2021. You acknowledge that from and after the Separation Date, you shall not have any authority to and shall not represent yourself as an employee or agent of the Company, other than in connection with the consulting services you intend to provide pursuant to the Consulting Agreement between you and the Company. On the Separation Date, the Company will provide you with your final paycheck, which will include all non-severance related salary and/or wages owed to you for work performed through the Separation Date.

2.            Separation Benefits. In exchange for the mutual covenants set forth in this Agreement, the Company agrees to provide you with the following:

(a)            Payment equivalent to twelve (12) months (the “Severance Period”) of your base salary, and 100% of your 2023 annual target bonus, less all applicable federal, state, local and other employment-related deductions (the “Separation Pay”). The Separation Pay will be paid in in a lump sum payment on the first practical payroll date after this Agreement becomes effective. You acknowledge and agree that you will only receive the Separation Pay in exchange for your execution of this Agreement.

(b)            By law, and regardless of whether you sign this Agreement, you will have the right to continue your medical, dental and vision insurance pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The COBRA qualifying event shall be deemed to have occurred on the Separation Date. Upon completion of the appropriate COBRA forms and your execution of this Agreement, and subject to all the requirements of COBRA, you (and your covered dependents, if applicable) will be allowed to continue participation in the Company’s health, dental and vision insurance plans. The Company will continue to pay its portion of the premium costs of coverage until the earliest of (i) the close of the Severance Period, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (the Company’s payment of such portion of the premium costs, “Separation Benefits”). If the Company determines that it can no longer pay the Separation Benefits to the group health plan provider or the COBRA provider (if applicable), then the Company shall convert such payments to a cash payment directly to you and such payments shall be subject to tax-related deductions and withholdings. If eligible, after the expiration of the Severance Period you may continue to participate in the Company’s health, dental and vision insurance plans by paying the full COBRA premium for such coverage. All other employee benefits shall cease as of the Separation Date.

(c)            On your Separation Date, you will receive an additional eighteen (18) months of vesting on all your equity awards or grants then outstanding (“Equity Acceleration”). You acknowledge and agree that you will only receive the Equity Acceleration in exchange for your execution of this Agreement.

The Separation Pay, Separation Benefits, and Equity Acceleration shall hereinafter be referred to as the “Consideration.”

3.            No Additional Amounts Owing. You acknowledge and agree that, as of the signing of this Agreement, the Consideration provided in this Agreement is not otherwise due or owing to you under any Company employment agreement (oral or written) or Company policy or practice, and that the Consideration to be provided to you is not intended to, and shall not constitute, a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge and agree that, as of the signing of this Agreement and except for the specific financial Consideration set forth in this Agreement, you have been paid and provided all wages, bonuses, vacation pay, holiday pay, paid time off, equity, and any other form of compensation that may be due to you now in connection with your employment with or separation from the Company or any of its affiliates or subsidiaries. You further acknowledge and agree that you shall no longer be eligible or entitled to participate in or receive benefits under any Company-provided or sponsored benefit plan, program, or practice, and that all such benefits shall cease as of the Separation Date (except as otherwise provided in the Consulting Agreement between you and the Company).

Notwithstanding the foregoing, in the event that a Change in Control (as defined in your Offer Letter) occurs within six (6) months following your Separation Date, you will receive: (i) an additional six (6) months of your base salary; (ii) an amount equal to one and one-half (1.5) times your annual target bonus; (iii) an additional six (6) months of Separation Benefits beyond the Separation Period; and (iii) all your equity awards or grants then outstanding shall immediately vest in full; all in accordance with Section 5(a)(ii) of your Offer Letter.

4.            Additional Covenants by You. You expressly acknowledge and agree to the following:

(a)            that, on or within three (3) business days of the Separation Date, you shall return to the Company all Company documents, property and equipment, including, but not limited to, building, office and worksite access cards or keys, corporate credit cards, Company-provided laptop computer and accessories, PDAs, any software, hardware, equipment, documents, electronic data or files, or any copies thereof, and any documents (and copies thereof) that are the property of Company vendors, partners, clients or customers, and that such property shall be returned in good working condition; provided, however, you may retain any property that is necessary to perform the consulting services contemplated by the Consulting Agreement until the Consulting Agreement is terminated;

(b)            that, subject to Section 7 of this Agreement, all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held strictly confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor; provided, that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law);

(c)            that (i) you are bound by certain post-employment restrictive covenants and other obligations pursuant to the Proprietary Information and Inventions Agreement between you and the Company (the “PIIA”); provided, however, that the Company hereby waives its Post-Termination Non-Compete Restrictions in Section 4(d)(iii) of the PIIA, (ii) you shall honor and abide by the terms of the PIIA, which shall survive the termination of your employment with the Company (except as noted in (i) above), and (iii) 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;

(d)            that, subject to Section 7 of this Agreement, you will not publish or communicate in any way any information or opinions intended to damage the business or personal reputations of the Company, provided, however, that nothing herein shall restrict you from making truthful statements in connection with a legal proceeding; and

(e)            that the breach of any of the foregoing covenants by you shall constitute a material breach of this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Consideration already provided to you pursuant to Section 2 of this Agreement. Before invoking any rights and remedies pursuant to or contemplated by this Section, the Company shall first provide you with timely written notice detailing the alleged breach and a reasonable (not less than ten days) opportunity to effect a cure, to the extent one is possible.

5.            Cooperation. You agree that at any time following the Separation Date, you shall cooperate fully with the Company in connection with any matter or event relating to your employment or events that occurred during your employment, including, without limitation, in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against its affiliates and its and their officers and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available, upon reasonable notice to meet with the Company regarding matters in which you have been involved, and any contract matters or audits; to prepare for, attend and participate in any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly notify the Company’s outside legal counsel, Goodwin Proctor LLP, at rpuopolo@goodwinlaw.com. The Company shall advance and/or reimburse you for reasonable expenses you incur in connection with this Section.

6.            Release of Claims. You hereby agree that by signing this Agreement and accepting the Consideration to be provided to you, and other good and valuable consideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against the Company, its affiliates, parents and subsidiaries, and its and their respective officers, directors, members, managers, shareholders, unitholders, employees, attorneys, agents and assigns, whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Effective Date. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company 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) against the Company, for any alleged action, inaction or circumstance existing or arising through the Separation Date.

Without limiting the foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to your employment relationship with the Company or the termination thereof, including, without limitation:

Claims under any Massachusetts (or any other state) or federal statute, regulation or executive order (as amended through the Effective Date) relating to employment, discrimination, fair employment practices, or other terms and conditions of employment, including but not limited to the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Lily Ledbetter Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B §§ 1 et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93 §102), the Massachusetts Civil Rights Act (M.G.L. c. 12 §§ 11H & 11I), the Massachusetts Privacy Statute (M.G.L. c. 214 § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214 § 1C and any similar Massachusetts or other state or federal statute.

Claims under any Massachusetts (or any other state) or federal statute, regulation or executive order (as amended through the Effective Date) relating to leaves of absence, layoffs or reductions-in-force, wages, hours, or other terms and conditions of employment, including but not limited to the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 U.S.C. §2601 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Families First Coronavirus Response Act (Public Law No: 116-127, as amended and corrected), the Coronavirus Aid, Relief, and Economic Security Act (Public Law No: 116-136), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), the Massachusetts Wage Act (M.G.L. c. 149 §§ 148 et. seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 §§ 1 et. seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149 § 105A); and any similar Massachusetts or other state or federal statute. Please note that this section specifically includes a waiver and release of Claims that you have or may have regarding payments or amounts covered by the Massachusetts Wage Act, the Massachusetts Minimum Fair Wages Act (including, for instance, hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay), as well as Claims for retaliation under the Massachusetts Wage Act or the Massachusetts Minimum Fair Wages Act.

Claims under any Massachusetts (or any other state) or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, 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 or negligence or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.

Claims under any Massachusetts (or any other state) or federal statute, regulation or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the Sarbanes-Oxley Act of 2002 and any similar Massachusetts or other state or federal statute.

Claims under any Company compensation, employment, benefit, stock, stock option, incentive compensation, bonus, carried interest, restricted stock, and/or equity plan, program, policy, practice or agreement.

Any other Claim arising under other local, state or federal law.

Notwithstanding the foregoing, this Section 6 does not release the Company from any obligation expressly set forth in this Agreement; and further, you are not releasing any rights or claims to: (a) indemnification from any source, including under any D&O insurance or policy; (b) vested equity; (c) vested benefits; and (d) enforce the terms of this Agreement.

You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Consideration being provided to you under the terms of this Agreement. You further agree that should you breach this Section 6, the Company, in addition to any other legal or equitable remedy available to the Company, shall be entitled to recover any and all Consideration already provided to you pursuant to Section 2 of this Agreement.

7.            Protected Activities. Nothing contained in this Agreement, any other agreement with the Company, or any Company policy limits your ability, with or without notice to the Company, to: (i) file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”), including without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission (the “SEC”); (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (iii) exercise any rights under Section 7 of the National Labor Relations Act, which are available to non-supervisory employees, including assisting co-workers with or discussing any employment issue as part of engaging in concerted activities for the purpose of mutual aid or protection; (iv) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; or (v) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). If a Government Agency or any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action), but the Company will not limit any right you may have to receive an award pursuant to the whistleblower provisions of any applicable law or regulation for providing information to the SEC or any other Government Agency.

8.            Review Period. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. The Company is also providing you with ten (10) days in which to consider and accept the terms of this Agreement (the “Review Period”) by signing below and returning it to Brad Dahms at brad.dahms@theseusrx.com. The parties agree that any modifications, material or otherwise, made to this Agreement do not and will not restart or affect in any manner whatsoever, the original ten (10) day Review Period already afforded to you. This Agreement will become effective on the date you sign it.

9.            Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that, with the exception of the PIIA, which shall remain in full force and effect according to its and their terms unless otherwise expressly provided in this Agreement, this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company, except for those provisions within the Offer Letter that are referenced herein and/or continue to be applicable, including Sections 5, 8, 12 and 16. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or the Company's right to seek enforcement of such provision in the future. This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts, shall take effect as an instrument under seal within the Commonwealth of Massachusetts, and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflict of law principles. You agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Agreement, or to its formation or breach, shall be commenced in the Commonwealth of Massachusetts in a court of competent jurisdiction, and you further acknowledge that venue for such actions shall lie exclusively in Massachusetts and that material witnesses and documents would be located in Massachusetts.

10.            Taxation. Both you and the Company intend this Agreement to be in compliance with, or exempt from, Section 409A of the Internal Revenue Code of 1986 (as amended) (the “Code”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Code Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Code Section 409A. Each payment or benefit pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). You acknowledge and agree, however, 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. In the event any payments or benefits are deemed by the IRS to be non-compliant, this Agreement, at your option, shall be modified to the extent practicable, so as to make it compliant by altering the payments or benefits, or the timing of their receipt, provided that no such modification shall increase the Company’s obligations hereunder.

11.            At-Will Employment. You acknowledge and agree that nothing in this Agreement alters the at-will nature of your employment. Nothing in this Agreement shall be construed, nor intended as, a promise of continued employment for any specific period.

12.            Voluntary Agreement. You acknowledge that you have been given sufficient time and opportunity to consult with legal counsel of your choosing for the purpose of reviewing the terms of this Agreement. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement.

13.            Counterparts. This Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. This Agreement may be executed via transmission of electronic signature copies and/or in counterparts, each of which taken together shall be considered one instrument.

14.            Severability. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full.

[signature page immediately follows]

If the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement to me within ten (10) days.

	Regards,

	Theseus Pharmaceuticals, Inc.

	By:	/s/ Brad Dahms
		Brad Dahms
		CFO

	Dated:	12/3/2023

Confirmed and Agreed:

/s/ Tim Clackson
Tim Clackson

Dated:	12/3/2023

Exhibit 10.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”), dated as of December 7, 2023 (the “Effective Date”), is between Theseus Pharmaceuticals, Inc., a Delaware corporation with a place of business at 314 Main Street, Suite 04-200, Cambridge, MA 02142, USA (“Company”) and Tim Clackson, and individual having an address at 14 Winthrop Road, Lexington, MA 02421 (“Consultant”). Consultant and Company (each a “Party”; collectively, the “Parties”) agree as follows:

SERVICES AND PAYMENT.

a.            Engagement. Company agrees to retain Consultant, and Consultant agrees to provide, consulting and advisory services to Company as Company may from time to time reasonably request in accordance with the Business Terms Exhibit attached hereto as Exhibit A (the “Services”). Consultant agrees to use best efforts to undertake and complete the Services in accordance with the descriptions and schedules specified therefor. If any conflict, inconsistency or overlap arises or appears likely to arise between any of Consultant’s duties related to the Services and Consultant’s other duties or obligations, Consultant shall immediately (i) notify the Company in writing, including a reasonably detailed description of such issue and (ii) stop all work on the Services that is related to such conflicting, inconsistent or overlapping duties until such time as Company instructs Consultant in writing to resume, modify or terminate such work.

b.            Fees and Expenses. As the only consideration due Consultant regarding the subject matter of this Agreement, and in accordance with Company’s usual accounts payable procedures, Company will pay Consultant as specified in the Business Terms Exhibit for Services satisfactorily performed and delivered. The Parties represent that as of the date of full execution of this Agreement the fees represent fair market value for Services rendered, are based upon arm’s length bargaining, and are consistent with the value of similar services. Furthermore, the Parties represent that the fees are not and have not been determined in a manner that takes into account the volume or value of any referrals or business otherwise generated by Consultant for Company or as an inducement to generate any business revenues for Company except as otherwise provided for herein.

c.            Company Equipment. Company may provide Consultant with a laptop computer, documents and other property as well as user accounts necessary to access various Company systems to perform the Services (collectively, “Company Equipment”). Consultant will return to Company any and all Company Equipment upon expiration or termination of this Agreement, or upon Company’s request.

INTELLECTUAL PROPERTY.

a.            Inventions Assignment. Company owns all right, title and interest (including patent rights, copyright rights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), technologies, works of authorship, software, mask works, designs, know-how, ideas, data and other information and work products that are made, conceived, reduced to practice or obtained, in whole or in part, by Consultant, and that arise out of the Services or that are based on or otherwise reflect any Proprietary Information (as defined below) (collectively, “Inventions”). Consultant will promptly provide and fully disclose all Inventions to Company. All Inventions are works made for hire to the extent allowed by law and, in addition, Consultant hereby assigns all right, title and interest in and to all Inventions, and agrees to make and does hereby make all assignments necessary to accomplish the foregoing ownership. Consultant shall assist Company, at Company’s expense, to further evidence, confirm, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company and its officers as its agents and attorneys-in-fact (coupled with an interest), with full power of substitution, to act for and in Consultant's behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant.

Page 1

Proprietary Information.

i.            Confidentiality. Consultant agrees that all Inventions and all other financial, business, legal and technical information (including the identity of and information relating to customers, prospects, vendors, affiliates and employees) that Consultant develops, learns or obtains in connection with the Services, or that are received by or for Company in confidence, constitute “Proprietary Information.” Consultant will hold in strict confidence, and exercise all reasonable precautions to prevent unauthorized access to, and not disclose or, except in performing the Services, use any Proprietary Information. If Consultant is a corporation or other entity, Consultant will not disclose the Proprietary Information to any third party other than Consultant’s employees and agents who have a need to know for the permitted purpose and who are apprised of the confidential nature of the Proprietary Information and all of the restrictions in this Agreement and who are bound by confidentiality obligations and use restrictions at least as restrictive as those contained herein. However, Proprietary Information will not include information that Consultant can document is or becomes publicly available without restriction through no fault of Consultant. Upon termination and at Company's request at any other time, Consultant will promptly return to Company all materials and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copy of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to Company's telecommunications, networking or information processing systems (including stored computer files, email messages and voice messages) and that Consultant's activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

ii.             DTSA Notice. If Consultant is an individual, then this Agreement does not affect any immunity under 18 USC Sections 1833(b)(1) or 1833(b)(2), which read as follows (note that for purposes of this statute only, individuals performing work as contractors or consultants are considered to be employees):

(1)            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.

(2)            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.

c.            Restrictions. As additional protection for the Proprietary Information, Consultant agrees that during the period over which it is (or is supposed to be) providing Services and for one (1) year thereafter, Consultant will not encourage or solicit any employee, contractor or consultant of Company to leave Company for any reason, or service or solicit the business or patronage of any of Company's customers, suppliers or prospects for the benefit of Consultant or any other person where it would materially and negatively impact the Company’s relationship with such customers, suppliers or prospects, or divert, entice or otherwise take away from Company the business or patronage of any customer, supplier or prospect; Consultant understands that the restrictions set forth in this Section 2(c) are intended to protect Company's interest in its proprietary information and established relationships and goodwill with employees and business partners, and Consultant agrees that such restrictions are reasonable and appropriate for this purpose.

Page 2

d.            Moral Rights. To the extent allowed by law, Section 2(a) and any license to Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist's rights, droit moral or the like. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratification and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratification and consents from time to time as requested by Company. Consultant will obtain the foregoing ratification, consents and authorizations, for Company's exclusive benefit, from each person who provides any Services hereunder.

e.            License. If any part of the Services or Inventions is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully exercised, practiced, made, used, reproduced, distributed, commercialized or exploited in any other manner (collectively, “Exploited”), without using or violating any technology or intellectual property right that is owned by Consultant (or any third party) and not assigned hereunder (“Licensed Rights”), then Consultant agrees to grant and does hereby grant to Company and its affiliates, successors and assigns a nonexclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable (through multiple tiers) right and license to fully Exploit all such Licensed Rights in support of Company's Exploitation of the Services, Inventions or other work performed hereunder (including any modifications, improvements and derivatives). Consultant agrees not to use or disclose any Licensed Rights for which it is not fully authorized to grant the foregoing license.

3.            WARRANTY. Consultant represents and warrants that: (a) the Services will be performed in a professional and workmanlike manner; (b) none of the Services or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (c) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including Consultant itself); (d) Consultant has the full right to provide Company with the assignments and rights provided for herein; and (e) Consultant will not disclose to Company or use for its benefit any trade secret or proprietary or confidential information of any third party.

4.            TERM AND TERMINATION. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 4 or extended by mutual written agreement of the parties (the “Term”). Either party may terminate this Agreement at any time, with or without cause, upon fourteen (14) days’ prior written notice of termination. Sections 2 through 5 (inclusive) of this Agreement, and any remedies for breach of this Agreement, shall survive any termination or expiration. Any payments due to Consultant following the termination or completion of this Agreement are dependent upon Company’s receipt of Company Equipment (if provided) in similar condition (except for normal wear and tear) as specified above.

Page 3

5.            INSIDER TRADING. Consultant represents Consultant has read the Company’s Insider Trading Policy, attached hereto as Exhibit B (the “Insider Trading Policy”) and shall abide by such Insider Trading Policy. Contemporaneously with the execution of this Agreement, Consultant shall deliver to the Company an executed copy of the “certification” contained therein. In connection with this Agreement, material non- public information about Company may be disclosed by Company to Consultant. Consultant acknowledges that relevant securities laws prohibit any person having material non-public information about a publicly listed company from purchasing or selling securities of that company while in possession of material non- public information and from tipping or providing others who trade in the securities of that company. If any non-public information about Company is disclosed to Consultant by Company, Consultant expressly warrants not to trade, or to disclose to any others who trade, or buy or sell any security of Company, directly or indirectly through intermediaries, until such material information becomes public through disclosure by Company, or until receiving written notification from Company releasing Consultant from its obligations under this Agreement. The provisions of this Section 5 shall survive termination of this Agreement.

GENERAL PROVISIONS.

a.            Relationship. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, employer, employee or agent of the other and shall not bind nor attempt to bind the other to any contract. Consultant is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including Workers' Compensation Insurance. Consultant agrees to defend, indemnify and hold Company harmless from any and all claims, damages, liabilities, losses, attorneys' fees and expenses on account of: (a) an alleged failure by Consultant to satisfy any such obligations or any other obligation (under this Agreement or otherwise); or (b) any other action or inaction of Consultant. If Consultant is a corporation or other entity, it will ensure that its employees and agents are bound in writing to Consultant's obligations under this Agreement.

b.            Transparency. Should Consultant use, recommend or comment upon the attributes of any Company product candidate in connection with the treatment of a patient, a scientific or educational presentation or publication, a media interview, or any other third-party communication or interaction, Consultant shall disclose that he or she is or has been a paid consultant of Company and any and all other of his or her financial relationships with the Company.

c.            Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of law provisions. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal and state courts located in Massachusetts, and both parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained. As used in this Section 6(c), the term “prevailing party” means the party which, in light of the claims, causes, or action, and defenses asserted, is afforded greater relief.

d.            Remedies. Consultant acknowledges and agrees that in the event of any breach or threatened breach of Section 2 or 3, Company will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, Company shall be entitled to injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of proving actual damages or posting any bond or surety, in addition to any other remedy that Company may have at law or in equity.

Page 4

e.            Notice. Any notice required or permitted to be given hereunder will be effective upon receipt and shall be given in writing (which may include by electronic mail), in English and delivered in person, via established express courier service (with confirmation of receipt), confirmed facsimile or electronically or registered or certified mail, postage prepaid, return receipt requested, to the parties at their respective addresses given herein or at such other address designated by written notice.

f.            Assignment. This Agreement and the performance contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to subcontract, delegate, assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of Company. Any attempt to do otherwise shall be void and of no effect. Company may transfer this Agreement without the consent of Consultant. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.

g.            Protected Activities. Nothing contained in this Agreement, any other agreement with the Company, or any Company policy limits Consultant’s ability, with or without notice to the Company, to: (i) file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”), including without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission; (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; or (iii) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law)

h.            Miscellaneous. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter of this Agreement (and all past dealing or industry custom). This Agreement may be executed in one or more counterparts, each of which is an original, but taken together constituting one and the same instrument. Execution of a facsimile or electronic copy (e.g. PDF) shall have the same force and effect as execution of an original, and a facsimile or electronic signature (e.g. DocuSign) shall be deemed an original and valid signature. No change, consent or waiver to this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of a party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. In this Agreement, unless otherwise specified: (a) “includes” and “including” will mean, respectively, includes and including without limitation; (b) words denoting the singular will include the plural and vice versa and words denoting any gender will include all genders; (c) the headings in this Agreement are for information only and will not be considered in the interpretation of this Agreement; (d) general words will not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things; (e) the word “or” shall mean “and/or” unless the context otherwise requires; (f) a statute or statutory instrument or any of their provisions is to be construed as a reference to that statute or statutory instrument or such provision as the same may have been or may from time to time hereafter be amended or re-enacted; (g) the Exhibits and other attachments form part of the operative provision of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the Exhibits and attachments; and (h) references to “days” will mean calendar days unless otherwise indicated.

[Signature page to follow]

Page 5

IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement as an instrument under seal as of the Effective Date.

	CONSULTANT

	By:	/s/ Tim Clackson
		Tim Clackson

	THESEUS PHARMACEUTICALS, INC.

	By:	/s/ Brad Dahms
		Name: Brad Dahms
		Title: CFO

Page 6

EXHIBIT A
BUSINESS TERMS EXHIBIT

Consulting Services:

Consultant will provide the following Services:

Consulting services related to the Company’s evaluation of strategic alternatives

Services will be performed on a schedule and at a location or locations indicated above or as otherwise mutually agreed between Consultant and the Company. In addition, Consultant will be available for a reasonable number of telephone and/or written consultations.

Compensation:

Fees: As the only consideration due Consultant for the Services, the Consultant shall continue to vest in each outstanding equity award in accordance with the applicable purchase, award or grant agreement, in each case, until the effective date of termination of this Agreement.

Expenses: Company will reimburse Consultant for out-of-pocket expenses reasonably incurred in providing the Services; provided that individual expenses in excess of $250 USD must be approved in advance in writing by Company. Requests for reimbursement will be in a form reasonably acceptable to Company, will include supporting documentation and will accompany Consultant’s invoices.

Invoicing: Consultant will invoice Company for approved expenses incurred only a monthly basis. Invoices should reference this Agreement and should be submitted to Company at ap@theseusrx.com to the attention of “Accounts Payable.” Invoices will identify in detail any permitted expenses actually incurred and any other details as Company may reasonably request and will be payable in U.S. Dollars. Undisputed payments will be made by Company within forty-five (45) days after Company’s receipt of Consultant’s invoice, request for reimbursement and all supporting documentation.

Term:

This Agreement will commence on the Effective Date and expire March 31, 2024, unless earlier terminated in accordance with Section 4 of the Agreement, or extended by written agreement of the Parties.

Page 7

EXHIBIT B
INSIDER TRADING POLICY

Page 8

Exhibit 10.3

Contains Confidential Business Information

December 7, 2023

Via Electronic Mail

David Kerstein

1 James Millen Rd

North Reading, MA 01864-2985

Dear David:

As discussed, your employment with Theseus Pharmaceuticals, Inc. (the “Company”) will terminate on December 7, 2023. A copy of your Separation and Release Agreement is enclosed with this letter.

Specifically, in addition to those benefits set forth in Sections 5(a)(i) and 5(b) of your Offer Letter, you will receive 100% of your 2023 annual target bonus in lieu of the pro-rated portion of your bonus contemplated in Section 5(a)(i); as well as acceleration of your equity awards that would have vested over the twelve (12) month period from your last day.

Thank you for all you have done at the Company, and we wish you continued success.

[Signature Page to Follow]

	Regards,

	Theseus Pharmaceuticals, Inc.

	By:	/s/ Brad Dahms
		Brad Dahms
		CFO

	Dated:	12/1/2023

December 7, 2023

Via Electronic Mail

David Kerstein

1 James Millen Rd

North Reading, MA 01864-2985

Re:	Separation and Release Agreement

Dear David:

1.            Separation of Employment. You acknowledge that your employment with the Company shall terminate effective December 7, 2023 (the “Separation Date”). Your separation is an “Involuntary Termination”, “without Cause”, both as defined in your Offer Letter. You acknowledge that from and after the Separation Date, you shall not have any authority to and shall not represent yourself as an employee or agent of the Company, other than in connection with the consulting services you intend to provide pursuant to the Consulting Agreement between you and the Company. On the Separation Date, the Company will provide you with your final paycheck, which will include all non-severance related salary and/or wages owed to you for work performed through the Separation Date.

2.            Separation Benefits. In exchange for the mutual covenants set forth in this Agreement, the Company agrees to provide you with the following:

(a)               Payment equivalent to nine (9) months (the “Severance Period”) of your gross base salary, and 100% of your 2023 annual target bonus, less all applicable federal, state, local and other employment-related deductions (the “Separation Pay”). The Separation Pay will be paid in in a lump sum payment on the first practical payroll date after this Agreement becomes effective. You acknowledge and agree that you will only receive the Separation Pay in exchange for your execution of this Agreement.

(b)              By law, and regardless of whether you sign this Agreement, you will have the right to continue your medical, dental and vision insurance pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The COBRA qualifying event shall be deemed to have occurred on the Separation Date. Upon completion of the appropriate COBRA forms and your execution of this Agreement, and subject to all the requirements of COBRA, you (and your covered dependents, if applicable) will be allowed to continue participation in the Company’s health, dental and vision insurance plans. The Company will continue to pay its portion of the premium costs of coverage until the earliest of (i) the close of the Severance Period, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (the Company’s payment of such portion of the premium costs, “Separation Benefits”). If the Company determines that it can no longer pay the Separation Benefits to the group health plan provider or the COBRA provider (if applicable), then the Company shall convert such payments to a cash payment directly to you and such payments shall be subject to tax-related deductions and withholdings. If eligible, after the expiration of the Severance Period you may continue to participate in the Company’s health, dental and vision insurance plans by paying the full COBRA premium for such coverage. All other employee benefits shall cease as of the Separation Date.

(c)               On your Separation Date, you will receive an additional twelve (12) months of vesting on all your equity awards or grants then outstanding (“Equity Acceleration”). You acknowledge and agree that you will only receive the Equity Acceleration in exchange for your execution of this Agreement.

The Separation Pay, Separation Benefits, and Equity Acceleration shall hereinafter be referred to as the “Consideration.”

3.             No Additional Amounts Owing. You acknowledge and agree that, as of the signing of this Agreement, the Consideration provided in this Agreement is not otherwise due or owing to you under any Company employment agreement (oral or written) or Company policy or practice, and that the Consideration to be provided to you is not intended to, and shall not constitute, a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge and agree that, as of the signing of this Agreement and except for the specific financial Consideration set forth in this Agreement, you have been paid and provided all wages, bonuses, vacation pay, holiday pay, paid time off, equity, and any other form of compensation that may be due to you now in connection with your employment with or separation from the Company or any of its affiliates or subsidiaries. You further acknowledge and agree that you shall no longer be eligible or entitled to participate in or receive benefits under any Company-provided or sponsored benefit plan, program, or practice, and that all such benefits shall cease as of the Separation Date.

Notwithstanding the foregoing, in the event that a Change in Control (as defined in your Offer Letter) occurs within six (6) months following your Separation Date, you will receive: (i) an additional three (3) months of your base salary; (ii) an amount equal to 100% of your annual target bonus; and (iii) all your equity awards or grants then outstanding shall immediately vest in full; all in accordance with Section 5(a)(ii) of your Offer Letter.

4.             Additional Covenants by You. You expressly acknowledge and agree to the following:

(a)               that, on or within three (3) business days of the Separation Date, you shall return to the Company all Company documents, property and equipment, including, but not limited to, building, office and worksite access cards or keys, corporate credit cards, Company-provided laptop computer and accessories, PDAs, any software, hardware, equipment, documents, electronic data or files, or any copies thereof, and any documents (and copies thereof) that are the property of Company vendors, partners, clients or customers, and that such property shall be returned in good working condition; provided, however, you may retain any property that is necessary to perform the consulting services contemplated by the Consulting Agreement until the Consulting Agreement is terminated;

(b)               that, subject to Section 7 of this Agreement, all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held strictly confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor; provided, that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law);

(c)               that (i) you are bound by certain post-employment restrictive covenants and other obligations pursuant to the Proprietary Information and Inventions Agreement between you and the Company (the “PIIA”), (ii) you shall honor and abide by the terms of the PIIA, which shall survive the termination of your employment with the Company, and (iii) 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;

(d)               that, subject to Section 7 of this Agreement, you will not publish or communicate in any way any information or opinions intended to damage the business or personal reputations of the Company, provided, however, that nothing herein shall restrict you from making truthful statements in connection with a legal proceeding; and

5.             Cooperation. You agree that at any time following the Separation Date, you shall cooperate fully with the Company in connection with any matter or event relating to your employment or events that occurred during your employment, including, without limitation, in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against its affiliates and its and their officers and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available, upon reasonable notice to meet with the Company regarding matters in which you have been involved, and any contract matters or audits; to prepare for, attend and participate in any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly notify the Company’s outside legal counsel, Goodwin Proctor LLP, at rpuopolo@goodwinlaw.com.

6.             Release of Claims. You hereby agree that by signing this Agreement and accepting the Consideration to be provided to you, and other good and valuable consideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against the Company, its affiliates, parents and subsidiaries, and its and their respective officers, directors, members, managers, shareholders, unitholders, employees, attorneys, agents and assigns, whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Effective Date. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company 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) against the Company, for any alleged action, inaction or circumstance existing or arising through the Separation Date.

Any other Claim arising under other local, state or federal law.

Notwithstanding the foregoing, this Section 6 does not release the Company from any obligation expressly set forth in this Agreement.

7.            Protected Activities. Nothing contained in this Agreement, any other agreement with the Company, or any Company policy limits your ability, with or without notice to the Company, to: (i) file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”), including without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission (the “SEC”); (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (iii) exercise any rights under Section 7 of the National Labor Relations Act, which are available to non-supervisory employees, including assisting co-workers with or discussing any employment issue as part of engaging in concerted activities for the purpose of mutual aid or protection; (iv) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; or (v) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). If a Government Agency or any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action), but the Company will not limit any right you may have to receive an award pursuant to the whistleblower provisions of any applicable law or regulation for providing information to the SEC or any other Government Agency.

8.            Review Period. It is the Company’s desire and intent to make certain that you fully understand the provisions and effects of this Agreement. To that end, you have been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. The Company is also providing you with ten (10) days in which to consider and accept the terms of this Agreement (the “Review Period”) by signing below and returning it to Brad Dahms at brad.dahms@theseusrx.com. The parties agree that any modifications, material or otherwise, made to this Agreement do not and will not restart or affect in any manner whatsoever, the original ten (10) day Review Period already afforded to you. This Agreement will become effective on the date you sign it.

9.            Entire Agreement/Modification/Waiver/Choice of Law/Enforceability. You acknowledge and agree that, with the exception of the PIIA, which shall remain in full force and effect according to its and their terms unless otherwise expressly provided in this Agreement, this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or the Company's right to seek enforcement of such provision in the future. This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts, shall take effect as an instrument under seal within the Commonwealth of Massachusetts, and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflict of law principles. You agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Agreement, or to its formation or breach, shall be commenced in the Commonwealth of Massachusetts in a court of competent jurisdiction, and you further acknowledge that venue for such actions shall lie exclusively in Massachusetts and that material witnesses and documents would be located in Massachusetts.

10.          Taxation. Both you and the Company intend this Agreement to be in compliance with, or exempt from, Section 409A of the Internal Revenue Code of 1986 (as amended) (the “Code”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Code Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Code Section 409A. Each payment or benefit pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). You acknowledge and agree, however, 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. In the event any payments or benefits are deemed by the IRS to be non-compliant, this Agreement, at your option, shall be modified to the extent practicable, so as to make it compliant by altering the payments or benefits, or the timing of their receipt, provided that no such modification shall increase the Company’s obligations hereunder.

11.          At-Will Employment. You acknowledge and agree that nothing in this Agreement alters the at-will nature of your employment. Nothing in this Agreement shall be construed, nor intended as, a promise of continued employment for any specific period.

12.         Voluntary Agreement. You acknowledge that you have been given sufficient time and opportunity to consult with legal counsel of your choosing for the purpose of reviewing the terms of this Agreement. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement.

13.          Counterparts. This Agreement may be signed on one or more copies, each of which when signed will be deemed to be an original, and all of which together will constitute one and the same Agreement. This Agreement may be executed via transmission of electronic signature copies and/or in counterparts, each of which taken together shall be considered one instrument.

14.          Severability. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full.

[signature page immediately follows]

If the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement to me within ten (10) days.

	Regards,

	Theseus Pharmaceuticals, Inc.

	By:	/s/ Brad Dahms
		Brad Dahms
		CFO

	Dated:	12/1/2023

Confirmed and Agreed:

/s/ David Kerstein
David Kerstein

Dated:

12/1/2023

Exhibit 10.4

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”), dated as of December 7, 2023 (the “Effective Date”), is between Theseus Pharmaceuticals, Inc., a Delaware corporation with a place of business at 314 Main Street, Suite 04-200, Cambridge, MA 02142, USA (“Company”) and David Kerstein, an individual having an address at 1 James Millen Rd., North Reading, MA 01864-2985 (“Consultant”). Consultant and Company (each a “Party”; collectively, the “Parties”) agree as follows:

1.	SERVICES AND PAYMENT.

a.               Engagement. Company agrees to retain Consultant, and Consultant agrees to provide, consulting and advisory services to Company as Company may from time to time reasonably request in accordance with the Business Terms Exhibit attached hereto as Exhibit A (the “Services”). Consultant agrees to use best efforts to undertake and complete the Services in accordance with the descriptions and schedules specified therefor. If any conflict, inconsistency or overlap arises or appears likely to arise between any of Consultant’s duties related to the Services and Consultant’s other duties or obligations, Consultant shall immediately (i) notify the Company in writing, including a reasonably detailed description of such issue and (ii) stop all work on the Services that is related to such conflicting, inconsistent or overlapping duties until such time as Company instructs Consultant in writing to resume, modify or terminate such work.

b.               Fees and Expenses. As the only consideration due Consultant regarding the subject matter of this Agreement, and in accordance with Company’s usual accounts payable procedures, Company will pay Consultant as specified in the Business Terms Exhibit for Services satisfactorily performed and delivered. Promptly after execution of this Agreement, Consultant shall deliver to Company a properly completed and duly executed Department of the Treasury IRS Form W-9. The Parties represent that as of the date of full execution of this Agreement the fees represent fair market value for Services rendered, are based upon arm’s length bargaining, and are consistent with the value of similar services. Furthermore, the Parties represent that the fees are not and have not been determined in a manner that takes into account the volume or value of any referrals or business otherwise generated by Consultant for Company or as an inducement to generate any business revenues for Company except as otherwise provided for herein.

c.               Company Equipment. Company may provide Consultant with a laptop computer, documents and other property as well as user accounts necessary to access various Company systems to perform the Services (collectively, “Company Equipment”). Consultant will return to Company any and all Company Equipment upon expiration or termination of this Agreement, or upon Company’s request.

2.	INTELLECTUAL PROPERTY.

a.               Inventions Assignment. Company owns all right, title and interest (including patent rights, copyright rights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), technologies, works of authorship, software, mask works, designs, know-how, ideas, data and other information and work products that are made, conceived, reduced to practice or obtained, in whole or in part, by Consultant, and that arise out of the Services or that are based on or otherwise reflect any Proprietary Information (as defined below) (collectively, “Inventions”). Consultant will promptly provide and fully disclose all Inventions to Company. All Inventions are works made for hire to the extent allowed by law and, in addition, Consultant hereby assigns all right, title and interest in and to all Inventions, and agrees to make and does hereby make all assignments necessary to accomplish the foregoing ownership. Consultant shall assist Company, at Company’s expense, to further evidence, confirm, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company and its officers as its agents and attorneys-in-fact (coupled with an interest), with full power of substitution, to act for and in Consultant's behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant.

Page 1

b.	Proprietary Information.

i.                  Confidentiality. Consultant agrees that all Inventions and all other financial, business, legal and technical information (including the identity of and information relating to customers, prospects, vendors, affiliates and employees) that Consultant develops, learns or obtains in connection with the Services, or that are received by or for Company in confidence, constitute “Proprietary Information.” Consultant will hold in strict confidence, and exercise all reasonable precautions to prevent unauthorized access to, and not disclose or, except in performing the Services, use any Proprietary Information. If Consultant is a corporation or other entity, Consultant will not disclose the Proprietary Information to any third party other than Consultant’s employees and agents who have a need to know for the permitted purpose and who are apprised of the confidential nature of the Proprietary Information and all of the restrictions in this Agreement and who are bound by confidentiality obligations and use restrictions at least as restrictive as those contained herein. However, Proprietary Information will not include information that Consultant can document is or becomes readily publicly available without restriction through no fault of Consultant. Upon termination and at Company's request at any other time, Consultant will promptly return to Company all materials and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copy of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to Company's telecommunications, networking or information processing systems (including stored computer files, email messages and voice messages) and that Consultant's activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

ii.                 DTSA Notice. If Consultant is an individual, then this Agreement does not affect any immunity under 18 USC Sections 1833(b)(1) or 1833(b)(2), which read as follows (note that for purposes of this statute only, individuals performing work as contractors or consultants are considered to be employees):

(1)                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.

(2)                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.

c.               Restrictions. As additional protection for the Proprietary Information, Consultant agrees that during the period over which it is (or is supposed to be) providing Services: (i) and for one (1) year thereafter, Consultant will not encourage or solicit any employee, contractor or consultant of Company to leave Company for any reason, or service or solicit the business or patronage of any of Company's customers, suppliers or prospects for the benefit of Consultant or any other person, or divert, entice or otherwise take away from Company the business or patronage of any customer, supplier or prospect; (ii) Consultant will not (in any capacity) engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company; and (iii) Consultant will not (in any capacity) assist any other person or organization in competing or preparing to compete with any business or demonstrably anticipated business of Company. Consultant understands that the restrictions set forth in this Section 2(c) are intended to protect Company's interest in its proprietary information and established relationships and goodwill with employees and business partners, and Consultant agrees that such restrictions are reasonable and appropriate for this purpose.

Page 2

d.               Moral Rights. To the extent allowed by law, Section 2(a) and any license to Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist's rights, droit moral or the like. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratification and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratification and consents from time to time as requested by Company. Consultant will obtain the foregoing ratification, consents and authorizations, for Company's exclusive benefit, from each person who provides any Services hereunder.

e.               License. If any part of the Services or Inventions is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully exercised, practiced, made, used, reproduced, distributed, commercialized or exploited in any other manner (collectively, “Exploited”), without using or violating any technology or intellectual property right that is owned by Consultant (or any third party) and not assigned hereunder (“Licensed Rights”), then Consultant agrees to grant and does hereby grant to Company and its affiliates, successors and assigns a nonexclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable (through multiple tiers) right and license to fully Exploit all such Licensed Rights in support of Company's Exploitation of the Services, Inventions or other work performed hereunder (including any modifications, improvements and derivatives). Consultant agrees not to use or disclose any Licensed Rights for which it is not fully authorized to grant the foregoing license.

3.               WARRANTY. Consultant represents and warrants that: (a) the Services will be performed in a professional and workmanlike manner; (b) none of the Services or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (c) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including Consultant itself); (d) Consultant has the full right to provide Company with the assignments and rights provided for herein; and (e) Consultant will not disclose to Company or use for its benefit any trade secret or proprietary or confidential information of any third party.

4.              TERM AND TERMINATION. The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 4 or extended by mutual written agreement of the parties (the “Term”). If Company breaches a material provision of this Agreement, Consultant may terminate this Agreement thirty (30) days after receipt by Company of written notice specifying such breach from Consultant, unless the breach is cured within that period. Company may terminate this Agreement at any time, with or without cause, upon written notice of termination to Consultant. Consultant may terminate this Agreement upon fourteen (14) days’ prior written notice to Company. Sections 2 through 5 (inclusive) of this Agreement, and any remedies for breach of this Agreement, shall survive any termination or expiration. Any payments due to Consultant following the termination or completion of this Agreement are dependent upon Company’s receipt of Company Equipment (if provided) in similar condition (except for normal wear and tear) as specified above.

Page 3

5.               INSIDER TRADING. Consultant represents Consultant has read the Company’s Insider Trading Policy, attached hereto as Exhibit B (the “Insider Trading Policy”) and shall abide by such Insider Trading Policy. Contemporaneously with the execution of this Agreement, Consultant shall deliver to the Company an executed copy of the “certification” contained therein. In connection with this Agreement, material non- public information about Company may be disclosed by Company to Consultant. Consultant acknowledges that relevant securities laws prohibit any person having material non-public information about a publicly listed company from purchasing or selling securities of that company while in possession of material non- public information and from tipping or providing others who trade in the securities of that company. If any non-public information about Company is disclosed to Consultant by Company, Consultant expressly warrants not to trade, or to disclose to any others who trade, or buy or sell any security of Company, directly or indirectly through intermediaries, until such material information becomes public through disclosure by Company, or until receiving written notification from Company releasing Consultant from its obligations under this Agreement. The provisions of this Section 5 shall survive termination of this Agreement.

6.               GENERAL PROVISIONS.

a.               Relationship. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, employer, employee or agent of the other and shall not bind nor attempt to bind the other to any contract. Consultant is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including Workers' Compensation Insurance. Consultant agrees to defend, indemnify and hold Company harmless from any and all claims, damages, liabilities, losses, attorneys' fees and expenses on account of: (a) an alleged failure by Consultant to satisfy any such obligations or any other obligation (under this Agreement or otherwise); or (b) any other action or inaction of Consultant. If Consultant is a corporation or other entity, it will ensure that its employees and agents are bound in writing to Consultant's obligations under this Agreement.

b.              Transparency. Should Consultant use, recommend or comment upon the attributes of any Company product candidate in connection with the treatment of a patient, a scientific or educational presentation or publication, a media interview, or any other third-party communication or interaction, Consultant shall disclose that he or she is or has been a paid consultant of Company and any and all other of his or her financial relationships with the Company.

c.               Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of law provisions. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal and state courts located in Massachusetts, and both parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained. As used in this Section 6(c), the term “prevailing party” means the party which, in light of the claims, causes, or action, and defenses asserted, is afforded greater relief.

d.               Remedies. Consultant acknowledges and agrees that in the event of any breach or threatened breach of Section 2 or 3, Company will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, Company shall be entitled to injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of proving actual damages or posting any bond or surety, in addition to any other remedy that Company may have at law or in equity.

Page 4

e.               Notice. Any notice required or permitted to be given hereunder will be effective upon receipt and shall be given in writing (which may include by electronic mail), in English and delivered in person, via established express courier service (with confirmation of receipt), confirmed facsimile or electronically or registered or certified mail, postage prepaid, return receipt requested, to the parties at their respective addresses given herein or at such other address designated by written notice.

f.                Assignment. This Agreement and the performance contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to subcontract, delegate, assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of Company. Any attempt to do otherwise shall be void and of no effect. Company may transfer this Agreement without the consent of Consultant. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.

g.               Protected Activities. Nothing contained in this Agreement, any other agreement with the Company, or any Company policy limits Consultant’s ability, with or without notice to the Company, to: (i) file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”), including without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission; (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; or (iii) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law)

h.               Miscellaneous. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter of this Agreement (and all past dealing or industry custom). This Agreement may be executed in one or more counterparts, each of which is an original, but taken together constituting one and the same instrument. Execution of a facsimile or electronic copy (e.g. PDF) shall have the same force and effect as execution of an original, and a facsimile or electronic signature (e.g. DocuSign) shall be deemed an original and valid signature. No change, consent or waiver to this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of a party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. In this Agreement, unless otherwise specified: (a) “includes” and “including” will mean, respectively, includes and including without limitation; (b) words denoting the singular will include the plural and vice versa and words denoting any gender will include all genders; (c) the headings in this Agreement are for information only and will not be considered in the interpretation of this Agreement; (d) general words will not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things; (e) the word “or” shall mean “and/or” unless the context otherwise requires; (f) a statute or statutory instrument or any of their provisions is to be construed as a reference to that statute or statutory instrument or such provision as the same may have been or may from time to time hereafter be amended or re-enacted; (g) the Exhibits and other attachments form part of the operative provision of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the Exhibits and attachments; and (h) references to “days” will mean calendar days unless otherwise indicated.

[Signature page to follow]

Page 5

IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement as an instrument under seal as of the Effective Date.

CONSULTANT

By:	/s/ David Kerstein
	David Kerstein

THESEUS PHARMACEUTICALS, INC.

By:	/s/ Brad Dahms
	Name:	Brad Dahms
	Title:	CFO

Page 6

EXHIBIT A

BUSINESS TERMS EXHIBIT

1.	Consulting Services:

Consultant will provide the following Services:

Clinical consulting services related to legacy pipeline programs.

2.	Compensation:

Fees: As consideration due Consultant for the Services, the Consultant shall continue to vest in each outstanding equity award in accordance with the applicable purchase, award or grant agreement, in each case, until the effective date of termination of this Agreement. In addition, for any work in excess of five hours per week (averaged over the term of the consultancy), Consultant will be paid at a rate of $300/hour.

Invoicing: Consultant will invoice Company for Services rendered (if Consultant performs work in excess of five hours per week) and approved expenses incurred only a monthly basis. Invoices should reference this Agreement and should be submitted to Company at ap@theseusrx.com to the attention of “Accounts Payable.” Invoices will identify in detail the Services performed, the hours spent on each activity, any permitted expenses actually incurred and any other details as Company may reasonably request and will be payable in U.S. Dollars. Undisputed payments will be made by Company within forty-five (45) days after Company’s receipt of Consultant’s invoice, request for reimbursement and all supporting documentation.

Term:

This Agreement will commence on the Effective Date and expire March 31, 2024, unless earlier terminated in accordance with Section 4 of the Agreement, or extended by written agreement of the Parties.

Page 7

EXHIBIT B

INSIDER TRADING POLICY

Page 8

Cover	Nov. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 29, 2023
Entity File Number	001-40869
Entity Registrant Name	Theseus Pharmaceuticals, Inc.
Entity Central Index Key	0001745020
Entity Tax Identification Number	83-0712806
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	314 Main Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	857
Local Phone Number	400-9491
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	THRX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false