Kairos Pharma to Acquire Celyn CL-273 Assets

Kairos Pharma, Ltd. has proposed a binding term sheet to acquire certain assets from Celyn Therapeutics, Inc., covering 100% of CL-273 development, manufacturing, commercialization rights, and related IP worldwide in all indications. The proposed asset acquisition would include patents and applications, know-how and trade secrets, regulatory filings and documentation, and CMC manufacturing processes and analytical methods.

The deal scope also covers tangible assets such as drug substance, drug product, API inventory, raw materials, packaging, and work-in-process, plus contractual rights including manufacturing agreements with Patheon Development Services, STA Pharmaceuticals, and Alcami. The consideration structure is described as an upfront payment, milestone payments, and royalties, with excluded assets including cash, accounts receivable, and general corporate records.

The term sheet includes a 90-day no-shop provision from signing, and the parties intend to negotiate a definitive agreement before consummation.