Exhibit 10.6

Confidential Treatment Requested by Inhibitor Therapeutics, Inc.,

IRS Employer Identification No. 30-0793665

***CONFIDENTIAL TREATMENT REQUESTED***

NOTE: CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “[***]”

EXCLUSIVE LICENSE AGREEMENT

Johns Hopkins University and Inhibitor Therapeutics

JHU Agreement Number A43355

This AGREEMENT is entered into by and between the Johns Hopkins University (“JHU”), a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 and, Inhibitor Therapeutics (“LICENSEE”), a Delaware corporation having an address at 4905 Westshore Blvd Tampa FL 33611 and is effective on the 6th day of December 2023 (“EFFECTIVE DATE”).

RECITALS

The parties agree, with the intent to be legally bound, as follows:

Capitalized terms have the meanings provided by Exhibit B or as defined in the body of this AGREEMENT.

5. ROYALTY REPORTS AND ACCOUNTING

6. CONFIDENTIAL INFORMATION

7. DISCLAIMERS, LIABILITY LIMITATION

8. INDEMNITY AND INSURANCE

9. PATENTS

9.5. Infringement.

10. DISPUTES.

11. TERM AND TERMINATION

12. Miscellaneous.

If to JHU:

Executive Director

Johns Hopkins Technology Ventures

1812 Ashland Avenue, Suite 110

Baltimore, Maryland 21205

If to LICENSEE:

Francis E. O’Donnell, Jr, MD, Chairman

Inhibitor Therapeutics, Inc.

4905 Westshore Blvd

Tampa FL 33611

LICENSEE contacts by agreement function:

Legal, Patent, and Licensing:

David Moser, General Counsel 4

905 Westshore Blvd

Tampa Florida 33611

Billing, Insurance and Reporting:

James A. McNulty, CPA, CFO

Inhibitor Therapeutics, Inc.

4905 Westshore Blvd

Tampa FL 33611

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed in duplicate counterparts, each of which shall be deemed to constitute an original, effective as of EFFECTIVE DATE. The undersigned verify that they have the authority to bind to this AGREEMENT the party on behalf of which they are executing.

This AGREEMENT includes the following Exhibits:

Exhibit A: Financial Terms

Exhibit A-1: LICENSED RIGHTS, FIELD OF USE, and LICENSED TERRITORY

Exhibit A-2: PATENT COSTS, Fees, ROYALTIES, and Payment Terms

Exhibit A-3: MILESTONES

Exhibit A-4: Permitted Assignment

Exhibit B: Definition of Terms

Exhibit C. Quarterly Sales & Royalty Report Form

Exhibit D: Diligence and Annual Report Form

Exhibit E: Insurance

Exhibit A (A-1, A-2, A-3, A-4)

***

Exhibit B

Definitions

“AFFILIATE” means any corporation, licensee, partnership, joint venture, or other entity, which controls, is controlled by or is under common control with LICENSEE, as evidenced by the direct or indirect ownership of at least 50% of voting rights governing the entity or the contractual power to control such rights.

“COMBINATION PRODUCT” means a collection or group of products sold together (such as in a kit or package) that contains (i) a LICENSED PRODUCT and (ii) one or more other functional products (“Other Products”) that has been sold separately for use without the LICENSED PRODUCT and which is not essential to the use or practice of the LICENSED PRODUCT. For example, a diagnostic panel comprising a LICENSED PRODUCT and an independent diagnostic biomarker.

“CONFIDENTIAL INFORMATION” means information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with performance of this AGREEMENT that (i) concerns the LICENSED RIGHTS and has been maintained by the Disclosing Party as nonpublic or proprietary information, and (ii) is marked Confidential or otherwise expressly designated as Confidential. To be deemed CONFIDENTIAL INFORMATION, oral disclosures must (i) concern the LICENSED RIGHTS, have been maintained by the Disclosing Party as nonpublic or proprietary information, and be described in writing as confidential by the Disclosing Party within fourteen (14) days of disclosure to the Receiving Party. CONFIDENTIAL INFORMATION does not include information that (a) was already in the Receiving Party’s possession before the disclosure by the Disclosing Party; (b) has been published or is later published unless such publication is a breach of this AGREEMENT; (c) is received by the Receiving Party from a third party not under an obligation of confidentiality; or (d) is independently developed by the Receiving Party’s employees who did not have access to CONFIDENTIAL INFORMATION.

“DISCOVERED PRODUCT” means a product, material, or service that is identified, selected, or determined to have utility in whole or in part by the use of a LICENSED PRODUCT, including the use of a screening method or assay covered by the LICENSED RIGHTS.

“EXECUTION DATE” means the date that the last party to sign executes this AGREEMENT.

“FIELD OF USE” is defined in Exhibit A-1.

“FIRST COMMERCIAL SALE” means the first transfer by a LICENSEE for value of a LICENSED PRODUCT, with the exemption of materials transferred for use in a clinical trial at a nominal cost to the recipient.

“HUMANITARIAN PURPOSE” means practice of LICENSED RIGHTS in the prevention or treatment of disease in humans by or on behalf of any QUALIFIED HUMANITARIAN ORGANIZATION (including, for clarity, practice of LICENSED RIGHTS by contractors, manufactures or distributors acting for or on behalf of such QUALIFIE HUMANITARIANORGANIZATIONs on a fee-for-service, fee-for-product or charitable basis): (i) to manufacture LICENSED PRODUCTS anywhere in the world for the sole and express purposes of distribution and use of such LICENSED PRODUCTS in one or more LEAST DEVELOPED COUNTRIES, and (ii) to sell or otherwise distribute LICENSED PRODUCTS for use solely in one or more LEAST DEVELOPED COUNTRIES; provided, however, that sales and distribution of LICENSED PRODUCTS shall not be deemed made for humanitarian purposes unless products are distributed at locally-affordable prices.

“INNOVATORS” means the individuals who invented, authored, or created the LICENSED RIGHTS as identified in in Exhibit A-1.

“JHU INDEMNITEES” means JHU, The Johns Hopkins Hospital, The Johns Hopkins Health System Corporation, and their affiliated entities, their present and former trustees, officers, INNOVATORS, agents, faculty, employees, and students.

“LEAST DEVELOPED COUNTRY” means those jurisdictions so defined by the United Nations Country Classification in the most recent United Nations’ publication “Statistical Annex.”

“LICENSED PARTIES” means LICENSEE, AFFILIATE, and/or SUBLICENSEE (as applicable).

“LICENSED PATENTS” means the patents and patent applications listed on Exhibit A-1 and includes any foreign patent applications sharing the same disclosure, and any divisional, continuation, or reexamination applications of the listed patents or applications, and every patent that issues or reissues from such applications.

“LICENSED PRODUCT” means any service, process, method, material, compositions, drug, or other product that (i) comprises, constitutes, or embodies the LICENSED RIGHTS, (ii) requires use or practice of the LICENSED RIGHTS by LICENSED PARTIES or their customers, or (iii) is a DISCOVERED PRODUCT.

“LICENSED RIGHTS” means all rights respecting LICENSED PATENTS granted to LICENSEE in Article 2 of this AGREEMENT.

“LICENSED TERRITORY” means the territory specified in Exhibit A-1. “MILESTONE” means a diligence milestone or event specified in Exhibit A-3.

“NET SALES REVENUE” means and includes the gross value of everything of value received by LICENSED PARTIES as consideration for the SALE of LICENSED PRODUCTS or COMBINATION PRODUCTS, including the fair market value of equity, intangible rights, services, and other things of value realized from SALES except for SUBLICENSEE NON-ROYALTY CONSIDERATION, as that term is defined in Exhibit A- 2 of this AGREEMENT.

NET SALES REVENUE generated from COMBINATION PRODUCTS shall be determined with the formula: COMBINATION PRODUCT NET SALES REVENUE = NET SALES REVENUE *C/(C+D), where C is the total gross invoice price of the LICENSED PRODUCT when sold separately and D is the total gross invoice price of the Other Product(s) when sold separately.

NET SALES REVENUE excludes the following items, provided they are separately invoiced to and paid by a purchaser of LICENSED PRODUCTS and thereafter paid or remitted by LICENSEE:

“PATENT COSTS” means all costs of prosecuting and maintaining any LICENSED PATENT, including reasonable attorneys’ fees and expenses, and fees for patent filing(s), maintenance, annuities, translation, and defense against claims of infringement or invalidity, including fees and costs incurred in administrative proceedings or disputes pursuant to the America Invents Act of 2011 (such as an Inter Partes Review, Post Grant Review or Derivation Proceedings before the U.S. Patent Trial and Appeal Board), incurred by JHU. PATENT COSTS excludes PAST PATENT COSTS.

“PAST PATENT COSTS” means all PATENT COSTS that are incurred by JHU prior to the EXECUTION DATE of this AGREEMENT and are able to be billed to LICENSEE on the EXECUTION DATE. For the avoidance of doubt, those PATENT COSTS incurred before the EXECUTION DATE but not available for billing until after the EXECUTION DATE will be billed as PATENT COSTS.

“PATENT RIGHTS” means the rights granted to LICENSEE in respect of the LICENSED PATENTS (and subject to the rights reserved or maintained by JHU).

“QUALIFIED HUMANITARIAN ORGANIZATION” means any governmental agency, non-governmental agency or other not-for-profit organization that has as one of its bona fide missions to address the public health needs of underserved populations on a not-for-profit basis. For clarity, QUALIFIED HUMANITARIAN ORGANIZATIONS do not include non- governmental agencies and not-for-profit organizations that are formed or established for the benefit of any for-profit entity.

“ROYALTIES” means payments owed to JHU in consideration of the rights granted to LICENSED PARTIES under this AGREEMENT that are determined as a percentage of NET SALES REVENUE as explicitly set forth in Exhibit A-2 of this AGREEMENT.

“SALE” means a sale, license, lease, performance, transfer, delivery, contract to provide, or other disposition or conveyance for value of a LICENSED PRODUCT.

“SUBLICENSE” means an agreement in which LICENSEE (i) grants or otherwise transfers any of the LICENSED RIGHTS, (ii) agrees not to assert or seek a legal remedy for the practice of LICENSED RIGHTS, or (iii) creates an obligation to grant, assign or transfer any LICENSED RIGHTS to any other entity (other than an AFFILIATE).

“SUBLICENSEE” means any person or entity to which LICENSEE has granted a SUBLICENSE under this AGREEMENT.

“SUBLICENSE NON-ROYALTY CONSIDERATION” is defined in Exhibit A-2 of this AGREEMENT.

“VALID CLAIM” means any issued or pending claim of an unexpired, unabandoned, LICENSED PATENT that has not been conclusively revoked or declared unenforceable, unpatentable or invalid by a competent court or tribunal and which is unappealable or unappealed in the time allowed for appeal, and which has not been cancelled, withdrawn or abandoned or admitted to be invalid or unenforceable through reissue, disclaimer or otherwise.

“VOUCHER” means a priority review voucher issued under 21 USC 351 or 21 USC 360 granted by the FDA or foreign equivalent that can be redeemed for any future use by LICENSEE or transferred to a THIRD PARTY, which is awarded for developing LICENSED PRODUCT currently or previously covered by a VALID CLAIM of a LICENSED PATENT. The aforementioned provision is enforceable regardless of whether LICENSED PRODUCT is ever offered for SALE.

“VOUCHER RECIPIENT” means any THIRD PARTY to which LICENSED PARTY has sold a VOUCHER.

“VOUCHER SALE” means the good faith sale, transfer or other disposition of a VOUCHER for value by LICENSEE that results in its ownership by, or the benefits of ownership flowing to, a VOUCHER RECIPIENT.

“VOUCHER TRANSFER REVENUE” means the amount of any and all consideration actually received by LICENSEE from a VOUCHER SALE to a VOUCHER RECIPIENT under or otherwise in connection with the transfer of a VOUCHER to a VOUCHER RECIPIENT less any tax payment due by LICENSEE for such transfer, excluding without limitation, other periodic licensing fees, option fees, MILESTONE payments, minimum annual royalties, distribution, joint marketing fee, and equity (i.e., payments for equity that exceed the pre-transfer fair market value of the equity), or equity exchanges.

“VOUCHER USE PAYMENT” has the meaning as defined in Exhibit A-2 of this AGREEMENT.

Exhibit C

Quarterly Sales and Royalty Report

Exhibit D

Diligence and Annual Report

LICENSEE Name:_____________________________________________________________________

JHU Agreement Number: _____A43355_____________________________________________________

JHU Reference Number(s) C04494,_____________ ,____________ , _______________,

Reporting Period: From_______________ To______________________

Please provide the following information in a separate document:

A description of progress by LICENSED PARTIES toward commercialization of LICENSED PRODUCTS, including work completed, key scientific discoveries, summary of work-in-progress, current schedule of anticipated events or MILESTONES, name and location of manufacturers, market plans (if any), significant corporate transactions and documents sufficient to evidence each.

A description and documentation of all FDA or other governmental filings and/or approvals regarding any LICENSED PRODUCT or LICENSED RIGHTS.

Certificate of Insurance or other evidence of insurance

___________is attached

Identification of all LICENSED PARTIES (AFFILIATE and SUBLICENSEE):

____________NONE

______________List attached with description of rights exercised.

SUBLICENSE(s) entered during the year:

_____________NONE

(copy of each SUBLICENSE attached)

A description of any Material Event (e.g., change of control, name change, or other significant change related to this AGREEMENT or LICENSEE:

___________NONE

Details:

Economic Development:

Number of Current Employees:

Full-time:

Part-time:

Interns:

Consultants:

Revenue for the immediately preceding six (6) month period:

Funding (copy and complete for each funding/investment received during the reporting period):

Funding Source:

Funding Type (Debt, Venture or Other):

Funding Amount:

Funding Date:

SEND DILIGENCE AND ANNUAL REPORT AND QUARTERLY SALES AND ROYALTY REPORT TO:

Exhibit E

Required Insurance Coverages

Electronic Record and Signature Disclosure created on: January 31, 2018 | 09:24

Parties agreed to: Vera Sampels, Jeanine Pennington, Francis E. O’Donnell, Jr., MD, Steven L. Kousouris

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