Exhibit 3
STARLIGHT ACQUISITION CORP.
August 18, 2023
BY EMAIL
NightHawk Biosciences, Inc. (“NightHawk”)
627 Davis Drive
Morrisville, NC 27560
Attention: Special Committee of Board of Directors
Re:Preliminary Non-Binding Offer Letter
Dear Special Committee of the Board of Directors:
This preliminary non-binding offer letter (the “Letter”) summarizes the proposed acquisition (the “Transaction”) by Starlight Acquisition Corp. (“Starlight”) of the equity interests of NightHawk Biosciences, Inc.’s subsidiary Elusys Therapeutics, Inc. (“Elusys” or the “Company”), all intellectual property related to the anthrax antitoxin known as ANTHIM®, and certain related research and development rights and assets (such assets, which for the avoidance of doubt shall include the equity interests of Elusys, are referred to as the “Business”).
Should you have any questions regarding the contents of this Letter, please contact me.
ACCEPTED AND AGREED TO
AS OF AUGUST , 2023:
NightHawk Biosciences, Inc.
By: |
Name: Title: |