On October 27, 2023 Theseus Pharmaceuticals, Inc. (the "Company") reported written notice to ARIAD Pharmaceuticals, Inc. ("ARIAD") of its termination of the License Agreement, dated June 13, 2018, between the Company and ARIAD (the "ARIAD License Agreement"), which termination will be effective in accordance with the terms of the termination for convenience clause of such agreement (Filing, 8-K, Theseus Pharmaceuticals, OCT 27, 2023, View Source [SID1234636556]).

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The Company previously announced in July 2023 that it was discontinuing enrollment in the ongoing Phase 1/2 study and terminating development of THE-630 in patients with gastrointestinal stromal tumors. THE-630 is derived from intellectual property licensed to the Company under the ARIAD License Agreement and is therefore subject to the ARIAD License Agreement. In connection with the termination of development of THE-630, the Company is terminating the ARIAD License Agreement. The Company did not use any intellectual property licensed to the Company, or any biological materials provided to the Company, under the ARIAD License Agreement to develop any of the Company’s other programs.

Under the ARIAD License Agreement, the Company acquired an exclusive, transferable (subject to certain restrictions), sublicensable (subject to certain conditions), worldwide license, under certain of ARIAD’s patent rights, know-how and compounds and a certain ARIAD chemical library, to develop, use, manufacture, market and commercialize certain compounds, and products that contain such compounds, that are therapeutically useful for the treatment of diseases and disorders in humans, including with respect to KIT.

Pursuant to the terms of the ARIAD License Agreement and related stock purchase agreements, the Company issued an aggregate of 1,615,427 shares of the Company’s Series A Preferred Stock to ARIAD (which converted to shares of common stock of the Company in connection with the Company’s initial public offering in October 2021). If the Company had commercialized a product subject to the ARIAD License Agreement, the Company would have been obligated to make tiered royalty payments to ARIAD of low- to mid-single digits of the Company’s future net sales and those of the Company’s sublicensees of each product comprising a licensed ARIAD compound in each country, beginning on the first commercial sale of such product in such country and ending on the later of (1) ten years following such first commercial sale and (2) the expiry of all patents that cover the product in such country, or the royalty term.