Termination of Material Agreement - Form 8-K

Item 1.02. Termination of a Material Definitive Agreement.

On March 25, 2024, as of March 16, 2024, we entered into a Termination Agreement with Pan-RAS Holdings, Inc., a New York corporation ("Pan-RAS Holdings"). The Termination Agreement terminated, without liability on either party, the License and Sublicense Agreement dated February 15, 2024 between us and Pan-RAS Holdings (the "License and Sublicense Agreement").

The License and Sublicense Agreement had contemplated an exclusive out-license of our RAS inhibitors ("RAS") drug development program, including our rights under the Exclusive License Agreement dated July 17, 2020, between our predecessor-in-interest and University of Louisville Research Foundation, Inc. ("ULRF"), as amended by Amendment 1 dated March 17, 2021, and by Amendment 2 dated June 15, 2023 (as so amended, the "License Agreement"). The License and Sublicense Agreement with Pan-RAS Holdings also contemplated an exclusive license to Pan-RAS Holdings of our own RAS program and its technology and know-how, and contemplated that we would effectuate a technology-transfer to Pan-RAS Holdings.

Although the License and Sublicense Agreement called for a closing by March 16, 2024, Pan-RAS Holdings had the right to terminate the License and Sublicense Agreement (for convenience and without liability) on or before March 16, 2024 if the closing had not already occurred by then. Therefore the License and Sublicense Agreement was in essence a 30-day option in favor of Pan-RAS Holdings. In the event, Pan-RAS Holdings was unable to effectuate the License and Sublicense Agreement closing by such March 16, 2024 date.

At the contemplated License and Sublicense Agreement closing, Pan-RAS Holdings would have paid us an upfront fee of $1,000,000 in cash. In addition, Pan-RAS Holdings would become responsible to pay on our behalf to ULRF, as and when required by the License Agreement to be paid by us to ULRF, all milestone payments required by the License Agreement to be paid by us to ULRF. Pan-RAS Holdings would also have become responsible to pay on our behalf to ULRF, as and when required by the License Agreement to be paid by us to ULRF, all running-royalty and minimum-royalty payments required by the License Agreement to be paid by us to ULRF.

Finally, if the contemplated License and Sublicense Agreement closing had occurred, Pan-RAS Holdings would have been required to pay to us for our own account, on a semiannual basis, royalties equal to 1.0% of net sales of any RAS products.

We would have owed certain amounts to ULRF under the License Agreement, if, as and when we received any Non-Royalty Sublicensing Income from Pan-RAS Holdings.