Damora Therapeutics, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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Sep 30, 2026 · Filed Nov 4, 2026
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Item 5. Other Information
On November 3, 2026, we entered into the Paragon License Agreement, following our exercise of our options under the Paragon Option Agreement with respect to DMR-001 and DMR-002, pursuant to which Paragon granted us an exclusive, worldwide, royalty-bearing license in the Field, as defined in the Paragon License Agreement, to develop, manufacture, commercialize or otherwise exploit certain antibodies and products targeting mutCALR under two Research Programs, DMR-001 and DMR-002. We consider Paragon to be a related party.
Under the terms of the Paragon License Agreement, we are obligated to pay Paragon, on a product-by-product basis, up to $22.0 million in aggregate development, regulatory and clinical milestone payments for each licensed product, inclusive of milestone payments we have previously made to Paragon under the Paragon Option Agreement. We have paid Paragon development candidate milestone payments of $1.5 million with respect to each of DMR-001 and DMR-002. We are obligated to make a milestone payment of $2.5 million upon the first dosing of a human in a Phase 1 trial of a licensed product. In addition, the following summarizes other key terms of the Paragon License Agreement:
Paragon has granted us an exclusive license in the Field to its patents and other technology covering the related antibodies, their method of use and their method of manufacture, and a non-exclusive license to develop and commercialize multispecific antibodies incorporating the licensed antibodies. We also received a non-exclusive license under certain other Paragon patents that expressly recite the sequence of a licensed antibody. The Field includes the prophylaxis, palliation, treatment and diagnosis of all human diseases and disorders.
Paragon will not develop, commercialize or license to third parties any mutCALR monospecific antibodies in the Field for five years, subject to certain exceptions, including activities under the Paragon Option Agreement and programs acquired by Paragon or held by an acquirer of Paragon.
We will pay Paragon tiered royalties ranging from low to mid single-digit percentages on net sales of monospecific antibody products.
There is a royalty step-down if there is no valid claim of a licensed Paragon patent covering the product in the applicable country during the royalty term.
The royalty term ends, on a product-by-product and country-by-country basis, on the later of (i) the expiration of the last-to-expire valid claim of a licensed patent or our patent directed to the manufacture, use or sale of a licensed product in the country at issue or (ii) 12 years from the date of first commercial sale of such product in such country.
We are required to use commercially reasonable efforts to develop and seek regulatory approval for at least one licensed product in the United States and at least one other major market country and, following approval, to commercialize such product.
We have the first right to prepare, file, prosecute, maintain, enforce and defend the licensed antibody patents, subject to Paragon’s backup rights, and Paragon retains control over its other patents, including the patents non-exclusively licensed to us.
The Paragon License Agreement may be terminated in its entirety or on a country-by-country or product-by-product basis on 60 days’ notice by us; by either party on material breach without cure within the applicable cure period; and to the extent permitted by law, on a party’s insolvency or bankruptcy.
The foregoing description of the material terms of the Paragon License Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Paragon License Agreement, a copy of which we intend to file, with confidential terms redacted, with the SEC as an exhibit to our Annual Report on Form 10-K for the year ending December 31, 2026.
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, none of the Company’s directors or officers adopted, materially modified, orterminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
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