On September 2, 2026, Medicus Pharma Ltd. (the "Company"), through its wholly owned subsidiary, Medicus Pharma Inc., entered into a Co-Development and License Agreement (the "Agreement") with Pfizer Inc. ("Pfizer"). Under the Agreement, Pfizer granted the Company, subject to certain rights retained by Pfizer and other qualifications contained in the Agreement, an exclusive, sublicensable, royalty-bearing, worldwide license under specified Pfizer patent rights, and a non-exclusive, sublicensable, royalty-bearing, worldwide license under related platform patent rights and know-how, in each case to develop, manufacture and commercialize PF-08046031 ("CD228V"), an early clinical-stage antibody-drug conjugate targeting melanotransferrin (CD228), and products incorporating it, for the treatment, prevention, diagnosis, control and maintenance of all human diseases and disorders. The Agreement is structured as a co-development arrangement, under which Pfizer is expected to remain involved in the CD228V program following the effective date. Pfizer is contributing funding toward the Company’s development activities through the Development Funding Payment (as defined below), will receive the Company’s development plan, development budget and periodic progress reports for the program, has the right to review and comment on those plans and budgets and to meet with the Company periodically to discuss the program, and holds an option to elect to fund all or a portion of the development of a product from and after the first pivotal trial for such product, in each case as described below. Pfizer also retains ownership of the licensed patent rights, which are to be prosecuted and maintained in Pfizer’s name, and will continue to participate in the program economically through the milestone payments, royalties and other payments described below. The Company, however, retains sole authority over and control of the development, manufacture, regulatory approval and commercialization of CD228V and products incorporating it, as described below.
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As consideration for the licenses and rights granted under the Agreement, the Company paid Pfizer a one-time, non-refundable upfront payment of $12.0 million on the effective date of the Agreement and is obligated to pay an additional one-time, non-refundable payment of $15.0 million on the first anniversary of the effective date. In addition, on the effective date of the Agreement, Pfizer paid the Company a one-time, non-refundable payment of $2.0 million (the "Development Funding Payment"), which the Company is required to apply solely to fund development activities for CD228V and products incorporating it under the development plan contemplated by the Agreement.
Pfizer is also eligible to receive development and regulatory milestone payments upon the achievement of specified clinical and regulatory events across multiple indications, as well as sales-based milestone payments upon the achievement of specified annual and cumulative net sales thresholds. In addition, Pfizer is eligible to receive tiered royalties on annual net sales of products on a product-by-product and country-by-country basis during the applicable royalty term. The aggregate potential development, regulatory and sales milestone payments under the Agreement exceed $1.0 billion, assuming achievement of all applicable milestones across multiple indications and commercial thresholds, and low double-digit royalties on Net Sales per calendar year.
The Company may grant sublicenses under the Agreement, subject to the terms and conditions set forth therein, and is obligated to use commercially reasonable efforts to develop and commercialize products in specified major market countries. The Company retains sole authority over and control of, and sole responsibility for the costs and expenses of, the development, manufacture, regulatory approval and commercialization of CD228V and products incorporating it. Pfizer does not have any approval, consent, veto or other decision-making right with respect to development activities. The Company is also required to notify Pfizer upon determining to initiate the first pivotal trial for a product, or to enter into a transaction pursuant to which a third party would fund all or a material portion of the development of a product from and after the first pivotal trial, and Pfizer has the right, but not the obligation, to elect to fund all or a portion of those development activities. Any such funding would be subject to the negotiation and execution of a separate definitive agreement, including as to the amount and schedule of funding and the consideration payable to Pfizer, and neither party is obligated to enter into any such agreement or to agree to any particular term.
The Agreement also provides that Pfizer is entitled to receive a portion of specified consideration payable in connection with a change of control of the Company or sublicensing of, or certain other strategic transactions involving the licensed program. The Agreement contains certain termination provisions as described therein and sets forth the Company’s obligations to transfer certain property and licenses to Pfizer in certain termination events. Unless earlier terminated in accordance with its terms, the Agreement continues in effect on a product-by-product and country-by-country basis until expiration of the applicable royalty term.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(Press release, Pfizer, SEP 2, 2026, View Source [SID1234670713]).