Entry into a Material Definitive Agreement

On November 30, 2021 QSAM Biosciences, Inc. (the "Company"), through its wholly-owned subsidiary, QSAM Therapeutics Inc. (the "Subsidiary"),reported that it entered into a patent and technology license agreement (the "License Agreement") and trademark assignment with IGL Pharma, Inc. ("IGL") to secure the exclusive, worldwide rights to the radiopharmaceutical drug candidate, CycloSam (Filing, 8-K, QSAM Biosciences, NOV 30, 2021, View Source [SID1234596310]). The License Agreement stipulated milestone-based payments to IGL tied to successful completion of clinical trial phases, royalty fees on net sales, and commissions from sublicensing or sale of the product among other things. On November 24, 2021, the Company and IGL entered into a first amendment to the License Agreement to effect certain changes to the commercial arrangement between the parties. We have summarized the key terms of the amendment below (the "Amended License Agreement"):

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(i)The Company had previously agreed to issue a 5% equity interest in the Subsidiary to IGL upon satisfaction of certain conditions. Pursuant to the Amended License Agreement, we have agreed to issue 500,000 restricted common shares of the Company to IGL in lieu of equity interest in the Subsidiary;
(ii)The License Agreement stipulated a payment to IGL of up to 50% of any sublicense fees received by the Company in the event of a grant of rights to CycloSam to a third party. This fee has been materially reduced to a fixed payment of 5% of any sublicense fee, which includes the sale of the technology or sale of our Subsidiary that holds the Amended License Agreement to a third party;
(iii)Milestone payments tied to phases of clinical trials were increased from a total of $150,000 to a total of $410,000, which are expected to be paid over the following two to three years, and our payment upon the first commercial sale of CycloSam to third parties was increased from $1,500,000 to $2,000,000;
(iv)We have agreed to provide IGL the right to observe and participate in any board of directors meeting of the Company in which any scheduled agenda item may reasonably affect the rights of IGL under the Amended License Agreement