Item 1.01 Entry into a Material Definitive Agreement

On February 24, 2023, Sunshine Biopharma, Inc. (the "Company") entered into an Exclusive Patent License Agreement (the "License Agreement") with Arizona Board of Regents on behalf of the University of Arizona (the "University"). Pursuant to the License Agreement, the University granted to the Company an exclusive worldwide license for the University of Arizona and University of Illinois Chicago technology pertaining to inhibitors of the PLpro protease of SARS-CoV-2, the coronavirus that causes COVID-19. The Company agreed to pay the University a royalty of 3% of net sales (as defined in the license agreement) and to pay the University 30% of any revenues received from sublicensees. The Company also agreed to make certain milestone payments. The License Agreement may be terminated by the University in the event the Company fails to achieve certain milestones.

The foregoing description of the license agreement is qualified by reference to the full text of the License Agreement which is filed as an exhibit to this report.

Item 7.01 Regulation FD Disclosure

A press release being issued by the Company following the filing of this report which announces the License Agreement between the Company and the University of Arizona is attached as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(b) Exhibits. The following exhibits are included in this report:





No.      Description
10.1       The License Agreement between the Company and the University of
         Arizona  *
99.1       Press Release announcing the License Agreement between the Company and
         the University of Arizona
104      Cover Page Interactive Data File (formatted in iXBRL)

*Portions of this agreement have been omitted.





















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