Exhibit 10.2


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,
PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT HERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS NOTE MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS.


PROMISSORY NOTE


	Effective Date: March 24, 2021	U.S. $55,000,000.00



FOR VALUE RECEIVED, Summit Therapeutics
Inc., a Delaware corporation (“Borrower”), promises to pay to Robert W. Duggan, or his successors or assigns
(“Lender”), $55,000,000.00 (the “Principal Amount”) and any interest, fees, charges, and
late fees on the date that is the earlier of (i) the consummation of a public offering registered under the Securities Act of 1933,
as amended, with net proceeds of no less than $55,000,000 or (ii) thirteen (13) months from the Effective Date (such earlier date,
the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance
(as defined below) at the rate equal to the Interest Rate (as defined below) per annum (subject to Section 2.2) from the
Effective Date until the Outstanding Balance is paid in full. This Promissory Note (this “Note”) is issued and
made effective as of March 24, 2021 (the “Effective Date”). This Note is issued pursuant to that certain Note
Purchase Agreement dated March 24, 2021, as the same may be amended from time to time, by and between Borrower and Lender (the
 “Purchase Agreement”). All interest calculations hereunder shall be computed on the basis of a 360-day year
comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this
Note. Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this
reference.


1.
Payment.


1.1
Payment of Interest. Subject to Section 2.1, from and including the date hereof to, but excluding, the
Maturity Date, interest on this Note shall accrue on the Outstanding Balance of this Note outstanding from time to time at a floating
rate of interest per annum (the “Interest Rate”) equal to the sum of (i) the applicable 10 year US Treasury
Note rate as of (A) for the period from the Effective Date through April 30, 2021, the Effective Date and (B) from May 1, 2021
through the Maturity Date, the first day of each succeeding calendar month (beginning with May 1, 2021), plus (ii) fifty percent
(50%) of the 10 year US Treasury Note rate applicable pursuant to the foregoing clause (i) (as such rate is adjusted in accordance
with subclauses (A) and (B)). All accrued and unpaid interest shall be payable on the Maturity Date, or if such day is not a Business
Day, on the immediately succeeding Business Day (the “Interest Payment Date”).  Interest shall be calculated
on the basis of a 360-day year and actual days elapsed.



    	 



     


    




1.2
Payment of Principal and Interest. On the Maturity Date, the Outstanding Balance, including all principal under this
Note, together with all accrued and unpaid interest thereon and all other sums evidenced by this Note, shall be due and payable
in cash.  Upon payment in full of the Outstanding Balance of this Note and all accrued and unpaid interest thereon, this Note
will be automatically cancelled, whether or not this Note has been surrendered.


2.
Defaults and Remedies.


2.1
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a)
Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver,
trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall
remain uncontested for twenty (20) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (c) Borrower
generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods,
if any; (d) Borrower makes a general assignment for the benefit of creditors; (e) Borrower files a petition for relief under any
bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against
Borrower; (g) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any
covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other
Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 2.1 and Section
6 of the Purchase Agreement; (h) any representation, warranty or other statement made or furnished by or on behalf of Borrower
or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with
the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) any
money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property
or other assets for more than $500,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar
days unless otherwise consented to by Lender; (j) Borrower fails, in any material respect, to observe or perform any covenant set
forth in Section 6 of the Purchase Agreement; or (k) Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor
of this Note breaches, in any material respect, any covenant or other term or condition contained in any Other Agreements. Notwithstanding
the foregoing, the occurrence of any event specified in Section 2.1(h) – (k) shall not be considered an Event of Default
hereunder if such event is cured within forty-five (45) days of the occurrence of such event.


2.2
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default
that is continuing, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately
due and payable in cash. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b), (c),
(d), (e), or (f) of Section 2.1, the Outstanding Balance as of the date of acceleration shall become immediately and automatically
due and payable in cash, without any written notice required by Lender. At any time following the occurrence of any Event of Default,
upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable
Event of Default occurred at an interest rate equal to the lesser of 7% per annum or the maximum rate permitted under applicable
law (“Default Interest”). In connection with acceleration described herein, Lender need not provide, and Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all
rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 2.2. No such rescission
or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s
right to pursue in one or more arbitrations any other remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief.



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3.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and
enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights
of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments called for
herein in accordance with the terms of this Note.


4.
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by
the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


5.
Borrower Redemption. Borrower shall have the right, exercisable at any time in its sole and absolute discretion without
penalty or fee, to redeem any amount of this Note (such amount, the “Redemption Amount”) by providing written
notice to Lender at least two (2) business days in advance of such redemption (each, a “Redemption Notice”).
On the redemption date Borrower shall pay the Redemption Amount in cash to Lender.


6.
Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior
to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender
otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay
the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and
disbursements.


7.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender
has the right to have any such opinion provided by its counsel; provided that such opinion shall be reasonably acceptable to Borrower.


8.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of
New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The
provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.



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9.
Cancellation. After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically
be deemed canceled, and shall not be reissued.


10.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Note.


11.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered,
sold, assigned or transferred by Lender without the consent of Borrower.


12.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note
and the documents and instruments entered into in connection herewith.


13.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with the subsection of the Purchase Agreement titled “Notices.”


14.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or
provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed
under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under
Lender’s and Borrower’s expectations that any such liquidated damages will, if allowed under applicable law, tack back
to the Effective Date for purposes of determining the holding period under Rule 144).


15.
Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND
THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES
HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE
STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING
SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.



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16.
Voluntary Agreement. Borrower has carefully read this Note and has asked any questions needed for Borrower to understand
the terms, consequences and binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the
advice of an attorney of Borrower’s choosing, or has waived the right to do so, and is executing this Note voluntarily and
without any duress or undue influence by Lender or anyone else.


17.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to
achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in
full force and effect.


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IN WITNESS WHEREOF, Borrower has caused
this Note to be duly executed as of the Effective Date.


	 	BORROWER:
	 	 
	 	SUMMIT THERAPEUTICS INC.
	 	 
	 	 
	 	By:	 /s/ Michael Donaldson

 


	 	Name:	Michael Donaldson
	 	Title:	Chief Financial Officer


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


	LENDER:
	 
	
        /s/ Robert W. Duggan

	Robert W. Duggan


  



    [Signature Page to Promissory Note]


     


    




ATTACHMENT 1

DEFINITIONS


For purposes of this Note, the following
terms shall have the following meanings:


A1.
 “Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing
agreement or a material agreement that affects Borrower’s ongoing business operations.


A2.
“Outstanding Balance” means as of any date of determination, the Principal Amount, as reduced or increased,
as the case may be, pursuant to the terms hereof for payment, offset, or otherwise, plus accrued but unpaid interest, collection
and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and any
other fees or charges incurred under this Note.


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