Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on January 5, 2024 Immunome, Inc. (the "Company") and Zentalis Pharmaceuticals, Inc. ("Zentalis") entered into a license agreement (as amended, the "License Agreement"), pursuant to which the Company received an exclusive, worldwide, royalty-bearing sublicensable license under certain intellectual property relating to Zentalis' antibody-drug conjugate ("ADC") platform technology, ROR1 antibodies and ADCs targeting ROR1 (collectively, the "Licensed Assets") and were transferred certain licenses to third party intellectual property rights related thereto. On October 25, 2024, the Company, Zentalis and Zeno Management, Inc., a wholly owned subsidiary of Zentalis, entered into an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which the Company purchased the Licensed Assets, together with all the customary rights and obligations of a sole owner (the "Asset Purchase").

Under the Purchase Agreement, in consideration of the Asset Purchase, the Company issued to Zentalis 1,805,502 shares of Company common stock (the "Shares"), described below under Stock Issuance Agreement. The Company is also obligated to pay Zentalis a one-time payment of $5,000,000 in cash upon the achievement of a developmental milestone (that was previously a milestone in the License Agreement). The Company has agreed to use commercially reasonable efforts to achieve the developmental milestone.

The Purchase Agreement contains customary representations, warranties and covenants. The Purchase Agreement also contains customary indemnification provisions by each of Zentalis and the Company in favor of one another. Upon the closing of the Asset Purchase, the License Agreement automatically terminated in its entirety, including the termination of all of the Company's contingent milestone and royalty payment obligations. However, certain accrued rights and obligations of the parties under the License Agreement survive the closing of the Asset Purchase.

Stock Issuance Agreement

Concurrently with the execution of the Purchase Agreement, the Company entered into a stock issuance agreement (the "Stock Issuance Agreement") with Zentalis, pursuant to which the Company issued the Shares as partial consideration for the Asset Purchase.

Pursuant to the terms of the Stock Issuance Agreement, Zentalis has agreed not to, without the Company's prior approval or invitation and subject to certain conditions and exceptions, among other things, directly or indirectly acquire additional shares of the Company's securities or material assets, seek or propose a tender or exchange offer, merger or other business combination involving the Company, or seek or propose any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, solicit proxies or consents to vote any securities of the Company, or undertake other specified actions related to the potential acquisition of additional securities of the Company (collectively, the "Standstill Restrictions"). The Standstill Restrictions will expire on the one-year anniversary of the effective date of the Stock Issuance Agreement.

The Stock Issuance Agreement also provides that until the six-month anniversary of the Closing Date (as defined in the Stock Issuance Agreement), Zentalis will hold and not sell greater than 50% of the Shares, subject to certain exceptions. Further, Zentalis has agreed, subject to certain exceptions, that until the one-year anniversary of the Closing Date, any transfer of the Shares by Zentalis that exceed 15% of the average daily trading volume of the Company's stock over the five-trading day period ending on the trading day immediately prior to such trading date shall be made pursuant to a block trade or other disposition through a market participant designated by the Company.

The Company has agreed to use its commercially reasonable efforts to (x) file a resale registration statement with the Securities and Exchange Commission (the "SEC") registering the Shares for resale within 30 days following the Closing Date and (y) solely to the extent the Company is not then-eligible to file an automatic shelf registration statement (which shall become automatically effective upon its filing), cause such resale registration statement to be declared effective as soon as practicable after the filing thereof but no later than 60 calendar days after the filing thereof or by 5 trading day from when the Company is notified that the SEC will not review the resale registration statement or that it will not be subject to further review.

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