Recursion Pharmaceuticals Enters Licensing Agreements with Tempus

What Happened
Recursion Pharmaceuticals, Inc. announced on Sept. 15, 2026 that it amended its Master Agreement with Tempus AI, Inc. and separately granted Tempus a two‑year license to Recursion’s foundational RNA sequencing model (the “TxFM Model”) for use in oncology. The Amendment extends the Master Agreement from five to six years, removes Recursion’s right to terminate for convenience, and revises the Annual License Fees schedule. Under the new TxFM License Agreement, Tempus pays Recursion a non‑refundable $12,000,000 license fee in two $6,000,000 installments and will provide Recursion access to de‑identified pathology records with linked clinical data.

Key Details

• Amendment date: September 15, 2026; original Master Agreement dated November 3, 2023.
• Master Agreement changes: term extended to 6 years; termination-for-convenience right eliminated.
• Revised Annual License Fees under the Amendment: $14,000,000 due on each of the 3rd, 4th, and 5th anniversaries, payable at least $4,000,000 in cash with the remainder payable in Class A common stock, cash, or a combination at Recursion’s election. (Prior schedule had higher annual fees of $22M, $32M, and $42M.)
• TxFM License Agreement (Sept. 15, 2026): 2‑year non‑exclusive, non‑sublicensable, non‑transferable worldwide license to Tempus for oncology uses; $12,000,000 total fee in two $6,000,000 payments (first on execution, second on first anniversary); Tempus to provide de‑identified pathology + clinical data access during the term.

Why It Matters
The agreements formalize data and model exchanges between Recursion and Tempus that could affect Recursion’s access to additional clinical/pathology data and generate near‑term cash from the TxFM license ($12M). The Amendment increases Recursion’s contractual commitment (longer term and no convenience termination) and alters fee timing/structure—allowing Recursion to issue Class A shares for portions of future license fees, which may result in equity issuance. Investors should note the changed cash vs. equity payment mix, the reduced number of unique records Recursion may access under the amended Master Agreement, and the focused two‑year oncology license to Tempus for Recursion’s TxFM model.