Exhibit 10.1

February 23, 2026

Dr Sudha Rao

14 Captains Court,

Raby Bay

Cleveland QLD 4164

Dear Sudha,

Offer of Employment with Kazia Therapeutics Limited

On behalf of Kazia Therapeutics Limited, I am pleased to offer you the position of Chief Scientific Officer. We look forward to welcoming you as a colleague.

The terms of the position are as set forth below.

Position

Particulars. Your position, place of work, and commencement date will be as described in Attachment 1 of this letter.

Employer. Your employer will be Kazia Therapeutics Limited (Company/Kazia), a company incorporated in the State of New South Wales, Australia. Kazia reserves the right to assign your employment to other consolidated corporate entities within its group at its sole discretion, provided that the role does not compete with the 12 Month Priority Project Plan that the Employee has with its other employer.

Obligation to Best Efforts. You agree that you will, at all times, loyally and conscientiously perform all the duties and obligations associated with this role to the best of your ability and experience, and to the reasonable satisfaction of the Company.

Outside Activities; Non-Interference; Conflicts of Interest

Subject to the separations contained in Attachment 4, during the term of your employment, you agree to devote your business time, attention, skill, and efforts to the business of the Company. All benefits, profits, results, and work product arising from or incident to your services shall belong exclusively to the Company.

Except as expressly disclosed herein or approved in advance in writing by the CEO, you shall not render commercial or professional services of any nature to any other person or organization, whether or not for compensation, nor shall you directly or indirectly engage in or participate in any business that is competitive with the business of the Company. The Company acknowledges and expressly approves your continued appointment with QIMR Berghofer Medical Research Institute (“QIMR”). Your services to QIMR shall be conducted independently of your employment with Kazia and outside the scope of your duties to the Company.

For the avoidance of doubt: All intellectual property, know-how, data, materials, and inventions conceived, developed, or reduced to practice solely in the course of your work for QIMR, without use of Kazia’s confidential information, resources, or time, shall remain the property of QIMR (or as otherwise governed by your arrangements with QIMR). Kazia acknowledges the IP Separation list shown at Attachment 4 and agrees that the Employee is responsible for maintaining the separation of IP and potential conflict of duties as contained in this document.

Conversely, all intellectual property, know-how, data, materials, and inventions conceived, developed, or reduced to practice in the course of your employment with Kazia, or using Kazia’s confidential information or resources, shall be the exclusive property of Kazia subject to the separations contained in Attachment 4.

The parties agree that Attachment 4 will be continuously maintained to allow the employee to maintain appropriate separation of activities, information, and resources between the two roles to avoid conflicts of interest and to protect the confidentiality and proprietary rights of each organization. The Company warrants that it approves (after request and approval from CEO) of the Employee providing the contents of Attachment 4 to QIMR on request and are under confidentiality.

Nothing in this agreement prohibits you from accepting occasional speaking or presentation engagements for customary honoraria or from serving on the boards of charitable or non-profit organizations, provided such activities do not interfere with your duties to the Company.

Travel and Expenses. You acknowledge that the nature of the position may require frequent travel within and outside of the United States from time to time. The Company will make reasonable efforts to accommodate your circumstances and preferences in directing such travel. You will be entitled to reimbursement of reasonable and customary expenses incurred in carrying out the position, in accordance with the Company’s policies, on submission of an expense report and valid receipts.

Compensation

Salary. Your compensation will be as itemised in Attachment 1 of this letter and paid to you once per month pursuant to the Company’s regular payroll policy.

Performance and Salary Review. Your performance and compensation package will be reviewed no less than once annually. Any pay adjustments will be made in accordance with your performance and in reference to industry compensation benchmarks for comparable positions. Adjustments to compensation will be at Kazia’s sole discretion and are not guaranteed.

Sole Consideration. You acknowledge that the compensation described in Attachment 1 of this letter will be your only remuneration for your employment with the company. Kazia may require you to provide services and / or to hold offices within the Company or on behalf of the Company without additional remuneration. You will be required to work such hours as are reasonably required for the position, without additional payment for overtime or travel.

Equity Participation. Following your commencement, Kazia will recommend to the Board of Directors that you be granted options over the company’s stock, to an amount as specified in Attachment 1 of this letter. This grant is at the discretion of the Board of Directors and will be subject to the company’s Employee Stock Option Plan. At the discretion of the Board of Directors, you may be eligible for further grants of stock options during the term of your employment.

In recognition of your unique scientific know-how, technologies and scientific concepts that have been developed prior to your employment that could contribute to the development of new platforms derived from such expertise, you shall be eligible to receive additional equity awards. Events or milestones that may trigger consideration of an additional equity award include, without limitation: Execution of a material third-party license, collaboration, or other strategic transaction relating primarily to such formation of a subsidiary, spin-out, joint venture, or similar corporate structure established primarily to advance or commercialize any future business concept ; or achievement of another comparable strategic, value-creating milestone relating as determined by the Board in its reasonable discretion.

Upon the achievement, and subject to Board confirmation that such milestone has been satisfied, the Company may grant you an equity award under the Company’s equity incentive plan. The size of any such award shall be determined by the Board in its reasonable discretion; provided, however, that the aggregate equity granted to you pursuant to this Section shall not exceed [1.0%] of the Company’s fully diluted ordinary shares outstanding as of the applicable grant date.

All such awards shall be granted at fair market value on the date of grant, subject to the Company’s equity incentive plan and vest pursuant to a schedule determined by the Board at the time of grant.

Benefits

Benefits. Your benefits will be as itemised in Attachment 1 of this letter.

Vacation and Holidays. You will be eligible for paid time off (PTO) as itemised in Attachment 1 of this letter. You will also receive paid time off for Australian holidays observed by Kazia. Kazia’s policies regarding vacation and holidays will be provided to you separately on commencement.

Terms of Employment

Termination Notice notwithstanding any other obligation herein, your employment with the Company can be terminated by either party providing the other with the greater of two (2) weeks notice or the amount of time prescribed in the Australian National Employment Standards (NES).

Debarment and Suspension. You agree, assert, and affirm that you are in compliance with United States Federal Executive Order 12549 “Debarment and Suspension” and in further compliance with Executive Order 12689, and with Section 2455 of the Federal Acquisition Regulation as provided in 45 CFR 76 "Government-Wide Debarment and Suspension (Non-procurement) and Government-Wide Requirements for Drug-Free Workplace (Grants)", and in further compliance with Office of Management and Budget Memorandum M-87-32, "Certification of Non-delinquency by Applicants for Federal Assistance," that I, to the best of my knowledge and belief:

Confidentiality. You agree that, by executing this letter, you enter into a Confidentiality Agreement with the company, which is provided in Attachment 2 of this letter.

Work Product Agreement. You agree that, by executing this letter, you enter into a Proprietary Information and Inventions Agreement with the company, which is provided in Attachment 3 of this letter.

Notification of Material Changes. You agree to promptly notify Kazia of any material changes in your circumstances, including without limitation your residential address, your qualifications, professional memberships or certifications, or any of the representations and warranties contained in this letter.

Adherence to Policies. You acknowledge that you are expected act as a role model for the company and to uphold and champion its policies including, but not limited to, its policies relating to work health and safety, equal employment opportunities, anti-discrimination, harassment and bullying. You must also comply with any policies issued by the company, including policies relating to corporate governance.

Surveillance and Data Privacy. The company undertakes continuous and ongoing surveillance in relation to activities carried out on its premises, or using its property, in order to ensure that its workplaces are safe, and free of risk of harm to all employees and visitors, and also to protect the company’s business interests. In accepting employment with the company, you acknowledge the surveillance set out in this clause, and consent to such use.

Ownership of Physical Property. All document, apparatus, equipment and other physical property in any form furnished to you by the Company or produced by you or others in connection with your employment shall be and remain the sole property of the Company. You shall return to the Company all such documents, materials and property as and when requested by the Company, except only (i) personal copies of records relating to my compensation; (ii) if applicable, personal copies of any materials evidencing shares of the Company’s capital stock purchased by you and/or options to purchase shares of the Company’s capital stock granted to you; (iii) your copy of this Agreement and (iv) your personal property and personal documents that you bring with you to the Company and any personal correspondence and personal materials that you accumulate and keep at the Company’s office during your employment. Even if the Company does not so request, you shall return all such documents, materials and property upon termination of your employment, and, except for your personal documents, you will not take with you any such documents, material or property or any reproduction thereof upon such termination.

Obligations at Termination. Upon termination of your employment for any reason, you must, at the Company’s request, cooperate with the company and render all reasonable assistance in the prosecution or defence of legal claims and proceedings. You must execute all documents and give all reasonable assistance required to relinquish any offices held on behalf of the Company, and to allow the Company to protect intellectual property and confidential information.

Non-Solicitation. During your employment, and for a period of twelve (12) months after termination, you may not directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for yourself or any other person or entity.

Conditions of Employment

Proof of Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

Background and Credit Review. You agree to and will promptly complete any necessary documentation to allow a personal background and credit review. All information will be held strictly confidential but will be used to finally qualify you for this position. Satisfactory passage of this check must be completed within seven (7) business days of your date of hire, or our employment relationship with you may be terminated.

Warranties. In accepting this offer of employment, you warrant that:-

We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company's offer, please sign and date this letter in the space provided below, and separately on Attachment 2 and Attachment 3. Please return the signed documents to the company. This letter, together with its Attachments, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by the Company and by you.

Yours sincerely,

Accepted and agreed by:-

ATTACHMENT 1

PARTICULARS OF EMPLOYMENT

ATTACHMENT 2

CONFIDENTIALITY AGREEMENT

For the purposes of this Agreement, Confidential Information means information which came to the employee’s knowledge in the course of, or as a result of, their employment including, but not limited to:

Confidential Information will not include information which is or becomes readily available in the public domain otherwise than as a result of the breach of this Agreement.

The employee must not use or disclose this Confidential Information during and after their employment, and must take all reasonable steps to prevent the unauthorised disclosure of the Confidential Information, except in the following circumstances:

Without limiting the generality of the above, the employee must not disclose Confidential Information to other employees of the Company unless these employees are authorised by the Company to receive this information and need to know this information to perform their duties.

The employee must immediately notify the Company if the employee suspects or becomes aware that Confidential Information has been improperly used, copied or disclosed.

The employee must not copy or remove from the Company’s premises any document which contains Confidential Information except for the purpose of properly performing the duties of the position and for the benefit of the Company.

The employee must provide assistance reasonably requested by the Company in relation to proceedings against any person for unauthorised use, copying or disclosure of Confidential Information.

Accepted and agreed by:-

ATTACHMENT 3

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

Subject to Attachment 4 in exchange for the Employee becoming employed by the Company, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company/Kazia”), and for any cash and equity compensation for the Employee’s services, I hereby agree as follows:

Assignment of Inventions.

NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140:

Any assignment of Inventions required by this Agreement does not apply to an Invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the employee’s own time, unless:

(a) the Invention relates(i) directly to the business of the Company or (ii) to the Company’s actual or demonstrably anticipated research or development or (b) the Invention results from any work performed by the employee for the Company.

Further Assistance and Power of Attorney. I agree to perform, during and after my employment or consulting relationship, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Inventions assigned to the Company as set forth in Section 4 above. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. I hereby irrevocably designate the Company and its duly authorized officers and agents as my agent and attorney-in fact, to execute and file on my behalf any such applications and to do all other lawful acts to further the prosecution and issuance of patents, copyright and mask work registrations related to such Inventions. This power of attorney shall not be affected by my subsequent incapacity.

Inventions. As used in this Agreement, the term “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. This includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon.

Survival. This Agreement (a) shall survive for a period of five years beyond the termination of my employment by or consulting relationship with the Company, (b) inures to the benefit of successors and assigns of the Company and (c) is binding upon my heirs and legal representatives.

Injunctive Relief. I acknowledge that violation of this Agreement by me may cause irreparable injury to the Company, and I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

Accepted and agreed by:-

Attachment 4

IP Separation list – QMIR and Kazia

The Parties acknowledge and agree that because the employee is also to be employed by QIMR on a permanent part-time basis for two (2) days per week that the employee will maintain the following separation of duties described below:

For the avoidance of doubt: All intellectual property, know-how, data, materials, and inventions conceived, developed, or reduced to practice solely in the course of work for QIMRb, without use of Kazia’s confidential information, resources, or time, shall remain the property of QIMRb (or as otherwise governed by the arrangements with QIMRb). The employee is responsible for maintaining the separation of IP and potential conflict of duties as contained in this document.

Conversely, all intellectual property, know-how, data, materials, and inventions conceived, developed, or reduced to practice in the course of your employment with Kazia, or using Kazia’s confidential information or resources, shall be the exclusive property of Kazia.

The parties agree that Attachment 4 will be continuously maintained to allow the employee to maintain appropriate separation of activities, information, and resources between the two roles to avoid conflicts of interest and to protect the confidentiality and proprietary rights of each organization. The Company warrants that it approves after request and approval from CEO of the Employee providing the contents of Attachment 4 to QIMR on request and are under confidentiality. The following programs are Kazia related programs, platforms and assets:

Program PI3K-mTOR PROGRAM

All activities focused around PI3K-mTOR pathway inhibitors, including Paxalisib. This will involve all current and future Intellectual property (IP), biomarker for liquid biopsy analysis for immune analysis and novel targeting approaches,.pre-clinical and clinical work and advancement to clinical trials across all indications. All PI3K-mTOR biomarker (including but not limited to CTC, CTC cluster, liquid biopsy, cancer cell phenotype, immune repertoire and memory, viral mimicry) associated work for patient stratification will be carried out within this program. All inventions and patent related documents arising from this program, for example, expansion of the Paxalisib program to other clinical indications patient sub-groups will form part of this work.

LICENSED PATENT RIGHTS Application No. Filing Date Jurisdiction Title No. 2022903523 21 November 2022 Australia Patent Application PI3K COMBINATION No. 2024900337 13 February 2024 Australia Patent Application Prognostic signature

Program SETDB1 : Immunotherapy targeting program

All activities within the SETDB1 program drug development to the clinic and biomarker liquid biopsy platform development for patient stratification,

Licensed Patent Rights

Program PDL1 Protein Degrader : Immunotherapy targeting program

All activities within the PDL1 Protein Degrader program drug development to the clinic and biomarker liquid biopsy platform development for patient stratification.

Licensed Patent Rights