v3.26.3
Subsequent Events
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events
17.
SUBSEQUENT EVENTS

Lease Amendment

In October 2026, the Company executed a ninth amendment to the lease agreement for its Chicago, Illinois facility. The amendment expands the leased premises by 33,531 rentable square feet and extends the lease term through January 31, 2038, resulting in a preliminarily estimated remeasured right-of-use asset and lease liability of approximately $19.8 million.

Oncology Data License and Related Services Agreement with BMS

On October 14, 2026, the Company and BMS entered into an SOW (the "Onco SOW") under the parties’ existing Master Services Agreement, dated August 22, 2018, as amended from time to time. Under the Onco SOW, the Company will (i) license to BMS certain multimodal records from the Company's de-identified oncology dataset, (ii) grant BMS access to the Company’s Lens software application to facilitate analysis of such data, and (iii) provide certain other data analysis and research-related services. The scope of BMS’s license to the de-identified oncology data under the Onco SOW includes BMS’s use of such data with Pathos’s drug development platform, which BMS has separately licensed from Pathos.

The Onco SOW has a term expiring on December 31, 2031. BMS will pay the Company $137.5 million in aggregate fixed payments over the term, with payments invoiced quarterly throughout. BMS may terminate the Onco SOW upon 12 months’ prior written notice and payment of a substantial termination fee.

Neurology Data and Agentic Tool License with Pathos, Including Sublicense Rights to BMS

On October 22, 2026, the Company and Pathos entered into an Order Form relating to neurology data and an agentic data analysis tool to be used by Pathos and Bristol-Myers Squibb Company (“BMS”) to support therapeutic product development (the “Neuro Order Form”) under the Amended and Restated Master Agreement. Pursuant to the Neuro Order Form, the Company will use commercially reasonable efforts to deliver and license to Pathos 500,000 de-identified records of patients diagnosed with Alzheimer’s disease or other specified neurological conditions, at a rate of 100,000 records during each year of the Neuro Order Form’s five-year term. The Company has also granted Pathos a license to an agentic tool that permits interrogation and analysis of the licensed data (the “Tempus Agent”). Pathos may use the licensed data and the Tempus Agent for its internal purposes and to assist BMS in its therapeutic development activities (as described more fully in the Side Letter).

In connection with the Neuro Order Form, Pathos will pay the Company aggregate fees of up to $55.0 million in cash, consisting of (i) $50.0 million in data license fees of $100 per delivered record, invoiced monthly, and (ii) $5.0 million for the availability of record updates, invoiced quarterly. Because the data license fees are based on the number of records delivered, the amount that the Company will earn under the Neuro Order Form will depend on its delivery of records during the five-year term.

Side Letter among Tempus, Pathos, and BMS

Also on October 22, 2026, the Company, Pathos, and BMS entered into a side letter agreement relating to the Neuro Order Form (the "Side Letter"), which confirms the Company’s consent to the sublicense from Pathos to BMS of the data and Tempus Agent provided under the Neuro Order Form. The Side Letter also establishes that the Company will not license the applicable neurology data records to any third party other than BMS, Pathos, and certain subcontractors during the period beginning when an applicable record is first delivered to Pathos and ending 18 months after the later of (i) such delivery date and (ii) October 22, 2027.