NOTE 3 – COMMITMENTS AND CONTINGENCIES:

Haisco Pharmaceuticals License Agreement

On June 22, 2026 (the "Execution Date"), the Company entered into an Exclusive License Agreement (the "Haisco Agreement") with Haisco Pharmaceutical Group Co., Ltd. ("Haisco"), pursuant to which Haisco granted the Company an exclusive, worldwide license (excluding Greater China, and, with respect to one of the two licensed compounds, also excluding India and certain Southeast Asian territories)(“the Territory”) to develop, manufacture, and commercialize two clinical-stage drug candidates: NXP100 (HSK39297, a complement Factor B inhibitor), and NXP200 (HSK42360, a paradox-breaker BRAF inhibitor).

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The Haisco Agreement was subject to a financing condition and became effective on July 1, 2026 (the “Effective Date”), when the Company completed its public offering, thereby satisfying the financing condition. Under the terms of the Haisco Agreement, in July 2026, after the public offering closed, the Company paid Haisco a one-time, non-refundable, non-creditable upfront payment of $20.0 million. Haisco is also eligible to receive up to approximately $1.4 billion in contingent payments if specified development, regulatory and commercial milestones are achieved. Haisco is also eligible to receive tiered royalties ranging from the high-single digits to the mid-teens on annual net sales of NXP100 and NXP200 in the Territory, subject to reduction under certain circumstances as provided in the Haisco Agreement. The Company is also required to pay Haisco a percentage of certain sublicense revenue, which varies based on the development stage of the applicable licensed product at the time the sublicense is granted. In addition, a change of control payment applies if, within eighteen months following the June 22, 2026 execution of the Haisco Agreement, the Company consummates or enters into an agreement or transaction that results in a change of control. In that case, the Company is required to pay Haisco a low double-digit percentage of the fair market value of the licensed rights, as determined by a mutually acceptable independent appraiser.

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The Company evaluated the accounting treatment of the Haisco Agreement. The acquired set consists of the licensed rights, intellectual property, know-how, regulatory documentation, clinical data and manufacturing technology for the two clinical-stage drug candidates. The Company concluded that this set does not meet the definition of a business under ASC 805, Business Combinations, because it does not include an input and a substantive process, including an organized workforce, that together significantly contribute to the ability to create outputs. Accordingly, the transaction was accounted for as an asset acquisition. The acquired assets represent in-process research and development (“IPR&D”) that had not received regulatory approval and had no alternative future use as of the Effective Date. Therefore, the $20.0 million upfront payment was recorded as research and development expense in accordance with ASC 730, Research and Development. The Company incurred no transaction costs in connection with the acquisition.

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The milestone, royalty, sublicense revenue and change of control payments represent contingent consideration. Following the Company’s early adoption of ASU 2025-07 effective January 1, 2026, the Company determined that

these payments qualify for scope exceptions from derivative accounting under ASC 815, Derivatives and Hedging. They are therefore accounted for under ASC 450, Contingencies, and recognized when they become probable and reasonably estimable. As of September 30, 2026, none of the contingent payments were considered probable, and accordingly no liability has been recorded. Milestone and change of control payments attributable to programs that have not received regulatory approval will be recognized as research and development expense. Payments due upon or after regulatory approval will be capitalized as intangible assets and amortized over the estimated useful life of the related product. Royalty and sublicense revenue payments will be recognized as cost of sales.

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Any potential milestone or royalty payment amounts have not been accrued as of September 30, 2026, due to the uncertainty related to the achievement of these events or milestones.

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CRT Pioneer Fund License Agreement

There have been no material changes to the CRT Pioneer Fund License Agreement, as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 11, 2026 (see Note 5a in the Notes to the Financial Statements in our Annual Report).

Any potential milestone or royalty payment amounts have not been accrued as of September 30, 2026, and December 31, 2025, due to the uncertainty related to the achievement of these events or milestones.  

University of Edinburgh License Agreement

There have been no material changes to the University of Edinburgh (“UoE”) License Agreement as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 11, 2026 (see Note 5a in the Notes to the Financial Statements in our Annual Report).  

As of September 30, 2026, the Company has paid UoE $1.2 million of the total of up to $3.0 million related to the fundraising commitment. For the three and nine months ended September 30, 2026, the Company accrued $1.8 million for a total of $3.0 million related to the fundraising commitment from the July 2026 public offering.

There have been no related party transactions in the reported quarter.

As of September 30, 2026, and December 31, 2025, there are no contingent liabilities; therefore, no provision was made.