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Commitments and Contingencies | 3 Months Ended
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Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company may be involved in legal proceedings, or may be subject to various demands, claims and threatened litigation, which arise in the normal course of its business or otherwise. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers, and could lead to a diversion of management resources among other factors. The Company may be exposed to litigation in connection with its products under development and operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. As of the time of this report, the Company does not believe it is a party to any claim, proceeding or litigation, the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business. License Agreements In January 2016, Former Elicio entered into a license agreement to license certain intellectual property rights from the Massachusetts Institute of Technology (“MIT”), which agreement has been amended from time to time to add additional intellectual property rights to the Company’s license and to adjust fees and milestones and diligence requirements. The Company is required to pay certain license maintenance fees and certain milestone payments upon the occurrence of specific development and commercialization achievements during the term of the agreement, including those related to the making of certain regulatory filings, the initiation of certain clinical trials and the achievement of certain product sales thresholds, and royalty payments based on net sales on certain products over the term of the agreement, with royalty payments commencing in the calendar year of commercialization of such products. Royalty rates range from 0.25% - 2.00%, depending on whether commercial sales relate to a product that is covered by patents under which Elicio licenses rights from MIT or a product that could not have been identified, selected, or determined to have biological activity but for the use or modification of a product covered by the patents, and also on the country the products were sold in. The license term for the license agreement extends until terminated by either party under certain provisions in the agreement. The Company would be required to pay a total of up to $26.2 million if all remaining possible clinical development and commercial sales milestones are achieved. The clinical development milestone payments will be recorded when each milestone is achieved, and the commercial sales milestone payments and royalties will be recorded when the sales occur. No such expenses were recorded in the three months ended March 31, 2026 and 2025. No commercialization royalties have been achieved to date. Future minimum annual maintenance payments are $0.1 million for the year ended December 31, 2026 and for each year thereafter. Future minimum annual payments are due until the termination of the agreement.

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