Merck (NYSE:MRK), known as MSD outside of the United States and Canada, and SciBrunch Therapeutics Co., Ltd. ("SciBrunch"), today announced that they have entered into an exclusive global license agreement for SPR2015, an investigational preclinical oral KRAS G12D (ON) inhibitor.

"Evidence continues to accumulate for the therapeutic potential of targeting the KRAS pathway, a well-characterized factor in tumor cell growth," said George Addona, senior vice president, discovery, preclinical development and translational medicine, Merck Research Laboratories. "This agreement complements and diversifies our expanding pipeline of precision targeted candidates with SPR2015, a potent engineered inhibitor for one of the most prevalent mutant forms of KRAS found in human cancers."

Under the agreement, SciBrunch has granted Merck exclusive rights to develop, manufacture and commercialize SPR2015 worldwide. SciBrunch will receive an upfront payment of $400 million and is eligible to receive payments associated with the achievement of certain milestones related to development, commercialization and other activities across multiple indications. The total potential aggregate value of the transaction, including the upfront payment, is $2.13 billion. The transaction has closed.

"Since our founding, SciBrunch has remained focused on advancing innovative therapies targeting the RAS pathway and is committed to delivering transformative treatment options for patients with pancreatic, colorectal, lung, and other major malignant tumors," said Tao Hu, founder, chairman and chief executive officer of SciBrunch. "This agreement with Merck not only validates the R&D strength of our platform but also underscores the potential of SPR2015 in addressing longstanding unmet medical needs in oncology. We are excited that Merck, a global leader in oncology, will take SPR2015 forward."

Merck will record a pre-tax charge of $400 million, or approximately $0.13 per share, to be included in GAAP and non-GAAP results in the third quarter of 2026 related to this transaction.

About SPR2015

SPR2015 is a potent and selective novel investigational preclinical molecular glue KRAS G12D (ON) inhibitor that has demonstrated nanomolar antiproliferative activities in various KRAS G12D-mutant cell lines while maintaining good selectivity over KRAS wildtype cells. KRAS G12D is the most common oncogenic RAS mutation in human tumors which results from a substitution of glycine with aspartate at position 12. This change leaves KRAS active and continuously signaling for cell proliferation and survival. In addition, SPR2015 has demonstrated compelling antitumor efficacy as a monotherapy across multiple in vivo cell-derived and patient-derived xenograft (CDX/PDX) models, as reported in preclinical data presented at the 2026 AACR Annual Meeting.

About SciBrunch

SciBrunch Therapeutics Co., Ltd., founded in late 2024, is a clinical-stage biotech driven by iterative innovation in small molecule oncology therapeutics, headquartered in Shanghai. Founded by serial entrepreneur Dr. Tao Hu together with seasoned medicinal chemist Dr. Yang Zhang, the company leverages novel scientific insights to unlock the potential of clinically validated targets and applies forward-looking, differentiated product design strategies. Guided by its philosophy of "doing the right thing, going deep, and pursuing excellence," SciBrunch aims to build globally competitive products. For more information, visit www.scibrunch.com.

About Merck

At Merck, known as MSD outside of the United States and Canada, we are unified around our purpose: We use the power of leading-edge science to save and improve lives around the world. For more than 130 years, we have brought hope to humanity through the development of important medicines and vaccines. We aspire to be the premier research-intensive biopharmaceutical company in the world – and today, we are at the forefront of research to deliver innovative health solutions that advance the prevention and treatment of diseases in people and animals. We foster a diverse and inclusive global workforce and operate responsibly every day to enable a safe, sustainable and healthy future for all people and communities. For more information, visit www.merck.com and connect with us on X (formerly Twitter), Facebook, Instagram, YouTube and LinkedIn.

Advisors

BofA Securities acted as exclusive financial advisor to SciBrunch in connection with the transaction.

Forward-Looking statement of Merck & Co., Inc., Rahway, N.J., USA

This news release of Merck & Co., Inc., Rahway, N.J., USA (the "company") includes "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. There can be no guarantees with respect to pipeline candidates that the candidates will receive the necessary regulatory approvals or that they will prove to be commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions.

The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).

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