Exhibit 10.40
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Amendment No. 1 to Patent License Agreement – Exclusive License Number 0421
(“Amendment No. 1”)
Effective Date: December 18, 2025 (“Amendment Effective Date”)
Name of Original Agreement: Patent License Agreement (the “Original
Agreement,” and when applicable, together with any previous amendments which may be described below, the “Agreement”)
Effective Date of Original Agreement: August 5, 2022 (“Effective Date”)
Parties: TheRas, Inc. (“Licensee”) and Leidos Biomedical Research, Inc. (“Leidos Biomedical”)
WHEREAS, the Parties hereto desire to amend, among other things, certain terms of the Agreement including adding Patent(s) and Patent Applications,
NOW, THEREFORE, in order to accommodate the desired amendment(s), the Parties hereby agree as follows:
Appendix A: Patent(s) and Patent Application(s) in the original agreement is deleted and replaced with the following: [***].
New subsection “I.(a).” added:
I.(a). The Licensee agrees to pay to Leidos Biomedical a non-creditable, nonrefundable license amendment issue royalty fee in the amount of [***] within [***] from the Amendment Effective Date.
New subsection IV.
Revised subsection V.
Appendix C, Subsection V. is deleted and replaced with the following:
1
Exhibit 10.40
IN WITNESS WHEREOF, the duly authorized representatives of Licensee and Leidos Biomedical Research have executed this Amendment No. 01 as of the date first above written.
Leidos Biomedical Research, Inc. Licensee – TheRas, Inc.
By: /s/ Ethan Dmitrovsky By:/s/ Eli Wallace Print Name: Ethan Dmitrovsky, MD Print Name: Eli Wallace, PhD Title: President Title: Chief Scientific Officer
Date: 12/22/2025 Date: 1/6/2026
2