Terms of the co-development and license agreement

Medicus Pharma Ltd. entered into a co-development and license agreement with Pfizer Inc. on September 2, 2026, through its wholly owned subsidiary Medicus Pharma Inc., according to a Form 8-K filing. Under the agreement, Pfizer granted Medicus an exclusive, sublicensable, royalty-bearing, worldwide license under specified Pfizer patent rights, and a non-exclusive license under related platform patent rights and know-how, to develop, manufacture and commercialize PF-08046031 ("CD228V"), an early clinical-stage antibody-drug conjugate targeting melanotransferrin (CD228). Medicus paid Pfizer a one-time, non-refundable upfront payment of $12.0 million at signing and is obligated to pay an additional non-refundable $15.0 million on the first anniversary of the effective date. Pfizer, in turn, paid Medicus a one-time, non-refundable Development Funding Payment of $2.0 million to be applied solely to CD228V development activities.
Milestones, royalties and economic participation
Should CD228V advance and reach the market, Pfizer would be eligible to receive aggregate development, regulatory and sales milestone payments exceeding $1.0 billion, plus low double-digit royalties on annual net sales, according to the Form 8-K and accompanying prospectus supplement. The filing also notes that Pfizer retains ownership of the licensed patent rights, which will be prosecuted and maintained in Pfizer's name, and will continue to participate economically through those milestone payments, royalties and other consideration. Medicus, however, retains sole authority over and control of development, manufacture, regulatory approval and commercialization of CD228V and any products incorporating it.
Pfizer's continued role and option to fund
The agreement is structured as a co-development arrangement, under which Pfizer is expected to remain involved in the CD228V program after the effective date. Pfizer will receive Medicus'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 may meet periodically with Medicus to discuss the program. Pfizer also 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 that product, although any such funding would require a separate agreement and neither party is obligated to enter into one.
Background on the asset and Pfizer's Seagen divestments
PF-08046031, also called CD228V, targets melanotransferrin (CD228), a protein reported to be highly expressed in melanoma and several other solid tumors, and there are currently no approved drugs that target CD228. Pfizer discontinued a phase 1 trial of the ADC that had kicked off in May 2025 and was primarily focused on advanced melanoma while also exploring lung, head-and-neck and esophageal tumors. The asset originated with Seagen, and Pfizer has been steadily offloading former Seagen antibody-drug conjugates since closing its $43 billion Seagen acquisition in 2023; another ADC picked up in that buyout recently failed a phase 3 lung cancer study, marking the first pivotal data readout for a former Seagen asset. Medicus CEO Raza Bokhari, M.D., described the partnership as "a defining milestone for Medicus" that "significantly expands our presence in precision oncology."
Concurrent Medicus capital-markets filing
In a separate prospectus supplement filed the same day under Rule 424(b)(3), Medicus registered 3,245,595 common shares issuable upon exercise of outstanding warrants at an exercise price of $4.64 per share, with the warrants expiring November 15, 2029, and updated its effective S-1 to incorporate the September 2 Form 8-K disclosure. MDCX closed at $0.2599 on September 2, 2026, with the corresponding MDCXW warrants closing at $0.31. The registration establishes capacity for possible future share issuance rather than a present increase in shares outstanding.
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