Claritas Pharmaceuticals Inc V.CLAS.H

RE:Nope wrong again

[Red~One]

The Company’s wholly owned subsidiary, Kalytera Therapeutics Israel, Ltd. (“Kalytera Israel”) acquired Talent Biotechs Ltd. (“Talent”) in 2017 from the Talent Shareholders under the terms of a share purchase agreement (the “SPA”) between the Company, Kalytera Israel, Talent and the Talent Shareholders. Under the terms of the SPA, Kalytera Israel is obligated to make contingent payments to the Talent Shareholders (the “Milestone Payments”). Kalytera Israel did not pay certain Milestone Payments when they became due under the SPA, and issued a promissory note (the “Note”) in favor of the Talent Shareholders evidencing such debt. Kalytera Israel is obligated to pay approximately USD $4.3 million to the Talent Shareholders under the terms of the Note, including accrued interest.