ELAB 8-K
PMGC Holdings Inc. (ELAB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
(a) Term Sheet between NorthStrive Defense Tech LLC and the Florida State University Research Foundation
On June 2, 2026, NorthStrive Defense Tech LLC (“NorthStrive Defense Tech”), a wholly owned subsidiary of PMGC Holdings Inc. (the “Company”) entered into a binding term sheet (“Term Sheet”) with Florida State University Research Foundation, Inc. (“FSURF”), a Florida direct-support organization of Florida State University, pursuant to which FSURF will license patent rights related to U.S. Patent No. 12,291,334 (“Patent”) and the related know-how to NorthStrive Defense Tech. The license (“License”) is exclusive, worldwide, sublicensable, and covers the field of aerospace and defense technologies. As consideration for the License, NorthStrive Defense Tech agreed to a tiered earned royalty arrangement with FSURF on net sales of licensed products in connection with the License, pursuant to which a royalty is paid as a percentage depending on product category and cumulative net sales, subject to an annual minimum royalty and a sublicensing revenue share percentage to be paid to FSURF. NorthStrive Defense Tech will also pay an annual license maintenance fee to FSURF. FSURF will retain all other rights not expressly granted under the Term Sheet. NorthStrive Defense Tech agreed to pursue a multi-year development plan, as further set forth in Appendix B of the Term Sheet, using commercially reasonable efforts. Such development plan is subject to change as technical, funding, and market conditions develop, and the parties may adjust timelines set forth thereunder by mutual agreement.
The foregoing summary of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
(b) Educational Research Agreement between NorthStrive Defense Tech LLC and the Florida State University Research Foundation
On June 1, 2026, NorthStrive Defense Tech entered into an Educational Research Agreement with FSURF (“Research Agreement”), in connection with the Term Sheet and to support continued development of the technology related to the Patent. Under the Research Agreement, NorthStrive Defense Tech agreed to fund $490,657, as further described in the Research Agreement, for research related to the technology underlying the Patent (“Research”). The Research will be performed by the Center for Intelligent Systems, Control, and Robotics (“Provider”) at the Florida State University. Invoicing for the sponsored funds are milestone-based and is further set forth in Attachment B to the Research Agreement. The Research will be conducted on a best, reasonable efforts basis, and the Provider did not guarantee specific results. The manner of the performance of the Research is determined solely by the Provider.
Any Invention (as defined below) made during the Research by the Provider will belong to FSURF, subject to the option (“Option”) FSURF granted to NorthStrive Defense Tech under the Research Agreement to negotiate a royalty-bearing agreement to license any Invention made during the Research by the Sponsor. In addition to the Option, FSURF granted to NorthStrive Defense Tech a royalty free, non-exclusive license for internal, non-commercial use of any Invention made during the Research, to the extent that FSURF has the legal rights to grant such license. To begin negotiations for such license for any Invention, NorthStrive Defense Tech shall indicate its desire to do so in writing within 45 days of disclosure of the Invention by FSURF to NorthStrive Defense Tech. In such event, NorthStrive Defense Tech and FSURF are obligated to negotiate in good faith for a period not more than 90 days from NorthStrive Defense Tech’s indication of interest to negotiate the license agreement, or such period of time as to which the parties may mutually agree. If the parties fail to enter into a license agreement during such period of time, the rights to such Invention will be disposed of in accordance with Florida State University’s policies, with no further obligation to NorthStrive Defense Tech.
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The Research term under the Research Agreement is 12 months, commencing on June 1, 2026 and ending on June 1, 2027. The Research Agreement is terminable by either party with 30 days’ advance written notice in accordance with the terms thereof. “Invention” means any discovery, concept, or idea, whether or not patentable or copyrightable, including but not limited to processes, methods, computer software, formulas and techniques, improvements thereof, experimental results, and know-how relating thereto. An Invention is “made during the Research” if it arises from work performed pursuant to the Research conducted under the Research Agreement and is conceived and reduced to practice, actively or constructively, during the term of the Research Agreement, or is conceived during the term of the Research Agreement and reduced to practice within six (6) months after termination of the work performed thereunder.
The foregoing summary of the Research Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Research Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1+ | Term Sheet between NorthStrive Defense Tech LLC and Florida State University Research Foundation dated June 2, 2026. | |
| 10.2+ | Educational Research Agreement between NorthStrive Defense Tech LLC and Florida State University Research Foundation dated June 1, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
| + | Portions of this exhibit have been redacted. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 5, 2026
| PMGC Holdings Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer, Chief Financial Officer, and Director |
|
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Exhibit 10.1
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”
TERM SHEET CHART
This Term Sheet is effective June 2, 2026, by and between the Florida State University Research Foundation, Inc. (“FSURF”), a Florida direct-support organization of Florida State University (the “University”), and NorthStrive Defense Tech LLC (“Licensee”). It sets out the principal terms on which FSURF will license the Patent Rights and Know-How below, and is intended to be binding on the parties, who will negotiate in good faith a definitive License Agreement consistent with these terms.
|
Term |
FSU Proposed |
| License Exclusivity | Exclusive |
| Sublicensable | Yes |
| Field | Aerospace and Defense Technologies |
| Territory | Worldwide |
| Retained Rights | FSURF reserves: (a) for itself, Florida State University, including Florida State University patient care facilities, and any non-profit institution or governmental entity the right to practice and have practiced on their behalf, the Patent Rights for research, clinical, and educational purposes and/or as necessary to comply with any applicable governmental requirements or guidelines governing the use and sharing of research materials; and (b) all rights not expressly granted |
| Know-how | Included, non-exclusive license. |
| Licensed Patents | 22-033 “Multi-Media Parcel Transportation Systems and Method” US12,291,334 |
| Diligence | Requested suggestions and timeline from Licensee- examples and chart below |
| License Issue Fee | $[***] |
| Annual License Maintenance Fee |
Payment Year $ [***] 2029 and every year thereafter until Net Sales of a Licensed Product is achieved |
| Royalty |
4.3.1 For the first [***] ($[***]) dollars of cumulative Net Sales, Licensee shall pay to FSURF earned royalties calculated as a percentage of Net Sales as follows. Royalties are not additive, but are payable based on the highest applicable rate. For clarity, the first [***] ($[***]) dollars of cumulative Net Sales is for the life of the Agreement so once $[***] in sales is met, all royalties on sales thereafter will be subject to the rates in 4.3.2 below.
(a) [***] ([***]%) percent of Net Sales of Licensed Products within Subsection (a) or (b) of the definition.
(b) [***] percent ([***] %) of Net Sales of Licensed Products within Subsection (c) but not within Subsection (a) or (b) of the definition.
4.3.2 After the first [***] ($[***]) dollars of cumulative Net Sales, Licensee shall pay to FSURF earned royalties calculated as a percentage of Net Sales as follows. Royalties are not additive, but are payable based on the highest applicable rate.
(a) [***] ([***] %) percent of Net Sales of Licensed Products within Subsection (a) or (b) of the definition.
(b) [***] percent ([***] %) of Net Sales of Licensed Products within Subsection (c) but not within Subsection (a) or (b) of the definition. |
| Minimum Royalty | Yr 1 and each year thereafter $[***] |
| Milestone Payments | None |
| Sublicense Payments |
[***]% of amounts received until first commercial-grade unit is built and validated, then [***]%.
|
| Equity or Exit Fee | None |
| Development plan | See Appendix B |
| Patent Cost Reimbursement | Licensee shall pay FSURF: (a) $[***] within thirty (30) days of the Effective Date to reimburse costs and expenses associated with the Patent Rights prior to the Effective Date; (b) an amount to reimburse additional costs and expenses, if any, associated with the Patent Rights prior to the Effective Date that are not included in Subsection (a), within thirty (30) days of invoice from FSURF; and (c) all documented costs and expenses incurred by FSURF related to the preparation, filing, prosecution and maintenance of the Patent Rights, within thirty (30) days of invoice from FSURF. |
| Assignment |
9.1 Permission. This Agreement and/or Licensee’s obligations and/or benefits hereunder may not be transferred, delegated or assigned by Licensee except with the prior written consent of FSURF. FSURF may transfer, delegate or assign this Agreement, the Patent Rights, Know-How and/or its obligations and/or benefits hereunder without the consent of Licensee. Any attempted transfer or conveyance by Licensee in contravention of this Agreement is null and void.
9.2 Consent. Consent to assignment by FSURF shall and be conditioned on: (a) Licensee being in full compliance with this Agreement; and (b) that such assignee or transferee: (i) agrees in writing to be bound by the terms and conditions of this Agreement; (ii) has greater net assets than does Licensee; (iii) is not adverse to FSURF or its Affiliates in any action, suit or dispute; and (iv) is not materially detrimental to the reputation of FSURF or its Affiliates. Consent for an assignment to an affiliate, or in connection, with a merger or sale of all or substantially all of its assets shall not be unreasonably withheld. |
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This Term Sheet constitutes a legally binding and enforceable agreement between the parties. Unless otherwise expressly provided herein, capitalized terms used but not defined in this Term Sheet shall have the meanings ascribed to them in the License Agreement. License Agreement will include other standard and customary terms, conditions, representations, warranties.
This Term Sheet expires June 30, 2026 unless a License Agreement has been approved by the Vice President for Research, Florida State University, and executed by both parties.
| Agreed and accepted: | NORTHSTRIVE DEFENSE TECH, LLC: | |
| FLORIDA STATE UNIVERSITY RESEARCH FOUNDATION, INC. | /s/ Melissa Stepovich | |
| /s/ Valerie Landrio McDevitt | Date: 6/2/2026 | |
| Melissa Stepovich | ||
| Date: 6/2/2026 | Secretary, NorthStrive Defense Tech LLC | |
| Valerie Landrio McDevitt | ||
| Associate Vice President, Florida State University | ||
| Acknowledged and agreed: | ||
| /s/ Camilo Ordonez | ||
| Camilo Ordonez, Ph. D |
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Appendix B - Development Plan
This high-level Development Plan covers the next three to five years for the Licensed Product (FSU Ref. 22-033, US Patent 12,291,334). All milestones, dates, and figures below are good-faith projections only, are not commitments, and are subject to change as technical, funding, and market conditions develop. Licensee will pursue them using commercially reasonable efforts, and the parties may adjust timelines by mutual agreement.
[***]
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Exhibit 10.2
PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”
EDUCATIONAL RESEARCH AGREEMENT
THIS AGREEMENT is made and entered into on this 1st day of June, 2026, by and between NorthStrive Defense Tech LLC with its principal administrative offices at 120 Newport Center Drive, Newport Beach, CA 92660 (hereinafter called SPONSOR) and the Florida State University Research Foundation, Inc. (hereinafter called FSURF), a direct support organization for the Florida State University, a non-profit public university located in Tallahassee, Florida (hereinafter called FSU) The research performed shall be provided by the Center for Intelligent, Systems, Control, and Robotics (CISCOR) under the direction of Dr. Christian Hubicki (hereinafter called PROVIDER).
RECITALS
A. SPONSOR desires that the PROVIDER perform certain research described in Attachment A and entitled “UAV-dragged Aquatic Payload System: Proof-of-concept Prototype and Evaluation” (the RESEARCH).
B. The PROVIDER has agreed to do so under the terms and conditions hereinafter set forth.
NOW THEREFORE, the Parties hereto mutually covenant and agree as follows:
1. PERIOD OF PERFORMANCE
The period of performance under this AGREEMENT is specified as June 1, 2026 through June 1, 2027 unless sooner terminated (TERM). Either party to this AGREEMENT may terminate the AGREEMENT by giving not less than thirty (30) days advance written notice in accordance with the terms herein.
2. RESEARCH
2.1 The PROVIDER will use its best reasonable efforts to conduct the RESEARCH (herein so called) described in Attachment A, attached hereto and incorporated herein. The PROVIDER will utilize FSU facilities, including available machining and fabrication resources, to conduct the RESEARCH. Where project timelines require, the PROVIDER may engage qualified third-party fabrication resources. FSURF shall retain title to all equipment purchased or fabricated with SPONSOR funds in accordance with Section 3.2 of this Agreement.
2.2 SPONSOR understands that FSU’s primary mission is education and advancement of knowledge, and, consequently, the RESEARCH will be designed to carry out that mission. The manner of performance of the RESEARCH shall be determined solely by the PROVIDER. The PROVIDER does not guarantee specific results, and the
RESEARCH will be conducted only on a best reasonable efforts basis.
2.3 SPONSOR understands that the PROVIDER may be involved in similar research through the same or other researchers on behalf of itself and others. The PROVIDER shall be free to continue such research, and SPONSOR shall not gain any rights via this AGREEMENT to such other research.
2.4 The Parties acknowledge that operation of UAS prototypes during the RESEARCH may be subject to FAA altitude restrictions and applicable environmental regulations. The PROVIDER will conduct all prototype testing in compliance with applicable federal, state, and local regulations. SPONSOR and PROVIDER will cooperate in good faith to address any regulatory requirements that arise in connection with the RESEARCH.
3. COMPENSATION
3.1 As consideration for the performance by the PROVIDER of its obligations under this fixed-price AGREEMENT, SPONSOR will fund the RESEARCH as described in the budget, Attachment B. Payment is to be made to the Florida State University Research Foundation, Inc, 2000 Levy Avenue, Suite 351, Tallahassee, Florida 32310 within thirty (30) days of the date invoiced to the SPONSOR.
3.2 FSURF shall retain title to all equipment purchased and/or fabricated by it with funds provided by SPONSOR under this AGREEMENT.
4. LIABILITY
SPONSOR shall, to the extent authorized by law, hold the PROVIDER harmless from liability resulting from SPONSOR’s negligent acts or omissions pertaining to its activities carried out by reason of its obligations under this AGREEMENT; provided, however, SPONSOR shall not hold the PROVIDER harmless from any claims, demands or causes of action arising in favor of any person or entity, and growing out of incident to, or resulting from the negligence or willful malfeasance of the PROVIDER, its officers, agents, representatives, or employees.
5. INDEMNITY
Each party hereto agrees that it shall be solely responsible for the wrongful acts of its employees, contractors and agents. However, nothing contained herein shall constitute a waiver of sovereign immunity by FSU or FSURF and the limitations set forth in Section 768.28, Florida Statutes.
6. TERMINATION
Either party hereto may terminate this AGREEMENT at any time by giving not less than thirty (30) days advance written notice to the other party. In case of termination, SPONSOR shall be liable for all reasonable costs incurred or committed by the PROVIDER pursuant to the RESEARCH prior to said termination and shall pay FSURF for same on receipt of a final undisputed invoice.
7. CONFIDENTIAL INFORMATION
The Parties may wish, from time to time, in connection with work contemplated under this AGREEMENT, to disclose confidential information to each other. Each party will use reasonable efforts to prevent the disclosure of any of the other party’s confidential information to third parties for a period of three (3) years from receipt thereof, provided that the recipient party’s obligation hereunder shall not apply to information that:
| a. | is not disclosed in writing or reduced to writing and so marked with an appropriate confidentiality legend within thirty (30) days of disclosure; | |
| b. | is already in the recipient party’s possession at the time of disclosure thereof; | |
| c. | is or later becomes part of the public domain through no fault of the recipient. | |
| d. | is received from a third party having no obligations of confidentiality to the disclosing party; | |
| e. | is independently developed by the recipient party; or | |
| f. | is required by law or regulation to be disclosed. |
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8. PUBLICATION
Subject to the provisions of Section 7, the PROVIDER shall have the right at its discretion to release information or to publish any material resulting from the RESEARCH; provided, however, that prior to releasing or publishing any material that references SPONSOR by name, the PROVIDER shall provide SPONSOR with a draft copy of the proposed publication or public communication for review thirty (30) days prior to publication or presentation. During such review period, SPONSOR may object to such proposed presentation or proposed publication either because there is patentable subject matter which needs protection or there is the inadvertent disclosure of SPONSOR’S confidential information contained in the proposed publication or presentation. If SPONSOR makes an objection because of the potential for patentable subject matter, PROVIDER agrees to delay publication for an additional period of not more than thirty (30) days. If SPONSOR makes an objection because of an inadvertent disclosure of SPONSOR’s confidential information, PROVIDER agrees to remove the SPONSOR’s confidential information. Notwithstanding the foregoing, such review shall not be required for the filing or publication of any student thesis or dissertation. SPONSOR agrees to limit circulation and use of such materials to internal review and comment unless otherwise agreed in writing by the PROVIDER. The PROVIDER shall give SPONSOR the option of being acknowledged in such publication for its sponsorship of the RESEARCH.
Similarly, if SPONSOR intends to issue any press release or public communication referencing FSU, FSURF, or the PROVIDER, SPONSOR shall provide a draft to FSURF for prior written approval before release, such approval not to be unreasonably withheld or delayed.
9. INVENTIONS AND PATENTS
Any Invention made during the RESEARCH by the PROVIDER shall belong to FSURF, subject to the option specified herein. “Invention” shall mean any discovery, concept, or idea, whether or not patentable or copyrightable, including but not limited to processes, methods, computer software, formulas and techniques, improvements thereof, experimental results, and know-how relating thereto. An Invention is “made during the RESEARCH” if it arises from work performed pursuant to the RESEARCH conducted under this AGREEMENT and is conceived and reduced to practice, actively or constructively, during the term of the AGREEMENT, or is conceived during the term of the AGREEMENT and reduced to practice within six (6) months after termination of the work performed hereunder.
10. GRANT OF RIGHTS
To the extent that FSURF has the legal right to do so, FSURF hereby grants to SPONSOR a royalty free, non-exclusive license for internal, non- commercial use of any Invention made during RESEARCH by the PROVIDER, and a first option to negotiate a royalty-bearing agreement to license any Invention made during the RESEARCH by the PROVIDER. SPONSOR shall indicate in writing its desire to negotiate a license agreement for any Invention made during the RESEARCH within forty-five (45) days of disclosure of the Invention to SPONSOR by FSURF. SPONSOR and FSURF shall be obligated to negotiate in good faith for a period that shall not exceed ninety (90) days from SPONSOR’s indication of interest to negotiate the license agreement, or such period of time as to which the Parties may mutually agree. In the event that SPONSOR and FSURF fail to enter into an agreement during that period of time, the rights to such Invention shall be disposed of in accordance with FSU policies, with no further obligation to SPONSOR.
11. NOTICES
Any notices given under this AGREEMENT shall be in writing and delivered by first- class mail postage prepaid, addressed to the Parties as follows:
TO FSURF:
Florida State University Research Foundation, Inc.
[***]
[***]
TO SPONSOR:
NorthStrive Defense Tech LLC
120 Newport Center Drive
Newport Beach, CA 92660
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12. MISCELLANEOUS
12.1 This AGREEMENT
| a. | shall be governed and interpreted by the laws of the State of Florida; | |
| b. | together with Attachment A and Attachment B sets forth the entire agreement with respect to the subject matter hereof; | |
| c. | may not be modified except by a written instrument signed by FSURF and SPONSOR. |
12.2 The Parties anticipate that the RESEARCH may inform future engagement with the U.S. Department of Defense and related agencies, including but not limited to the U.S. Navy. If the occasion arises for the PROVIDER, in its discretion, to leverage existing institutional relationships or appropriate channels to raise awareness of RESEARCH outcomes relevant to defense applications, any such engagement shall be subject to the confidentiality and publication provisions of this Agreement.
13. EXPORT CONTROL
Each party is responsible for complying with, U.S. export control laws and regulations (“U.S. Export Controls”), including but not limited to the Export Administration regulations - EAR (Department of Commerce), the International Traffic in Arms Regulations - ITAR (Department of State), the sanctions programs embodied in regulations administered by the Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. anti-boycott laws and regulations (EAA), and U.S. anti-terrorism financing laws and regulations. Neither Party shall disclose any information or technical data subject to U.S. Export Controls unless and until a plan for the transfer, use, dissemination and control of the information or technical data has been approved by both Parties.
14. FORCE MAJEURE
If failure to perform on the part of SPONSOR or FSURF is due to causes beyond either party’s reasonable control including, but not limited to, strikes, lockouts, actions or inactions of governmental authorities, epidemics, pandemics, war, embargoes, fire, earthquake, acts of God, forced closure of facilities, hurricanes, other serious weather events, or default of common carriers, either party may terminate this contract without liability or damages arising from such termination other than as related to warranties and payments due for work performed at the time of the force majeure event. In the event of such default, delay or failure to perform, any date or times by which either party is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the time lost by reason of the excused default, delay or failure to perform.
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IN WITNESS WHEREOF, these duly authorized representatives of the Parties hereby execute this AGREEMENT.
FOR SPONSOR
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Managing Member, PMGC Holdings Inc. | |
| Date: | 6/1/2026 |
FOR Florida State University Research Foundation/Provider
| By: | /s/ Stacey Patterson | |
| Name: | Stacey Patterson | |
| Title: | President | |
| Date: | 6/1/2026 |
READ AND UNDERSTOOD
| By: | /s/ Dr. Christian Hubicki | |
| Name: | Dr. Christian Hubicki | |
| Principal Investigator | ||
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Attachment A
Scope of Work
This Attachment A is incorporated into and made a part of the Educational Research Agreement between NorthStrive Defense Tech LLC and Florida State University Research Foundation, Inc.
Project Title: UAV-dragged Aquatic Payload System: Proof-of-concept Prototype and Evaluation
[***]
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Attachment B
Budget and Schedule
Budget:
The total budget for this fixed-price project is $490,657.00 USD. Funds will be used for project-related expenses including personnel expenses, materials and supplies, equipment, travel, tuition, and indirect costs. The indirect cost rate is [***]%.
Indirect costs are defined in A-21, Sections E.1 and F.1 of FSU Sponsored Research Administration Policy on Direct and Indirect Costs of Sponsored Agreements as “those that are incurred for common or joint objectives [of the University] and therefore, cannot be identified readily and specifically with a particular sponsored project, an instructional activity or any other institutional activity.” Indirect costs are categorized as “facilities and administration.” Facilities includes “depreciation and use allowances, interest on debt associated with certain buildings, equipment and capital improvements, operation and maintenance expenses, and library expenses.” Administration is defined as general administration and general expenses, departmental administration, sponsored projects administration, student administration and services, and all other types of expenditures not listed specifically under…facilities.” Indirect costs are calculated using FSU’s Modified Total Direct Costs (MTDC) base. The MTDC base of $[***] is calculated by subtracting tuition ($[***]) and equipment ($[***]) from total direct costs of $[***]. The [***]% indirect cost rate is applied to the MTDC base to arrive at the indirect costs figure.
| Budget Category | Amount | |||
| Personnel | $ | [***] | ||
| Materials and Supplies | $ | [***] | ||
| Equipment | $ | [***] | ||
| Travel | $ | [***] | ||
| Tuition | $ | [***] | ||
| Indirect Costs | $ | [***] | ||
| Total Budget | $ | 490,657.00 | ||
Invoicing Schedule:
The invoicing schedule shall be milestone based.
| · | Milestone 1 – Project initiation, upon execution of this agreement |
| · | Milestone 2 – Completion of conceptual and mechanical design of the Phase 1 prototype, on or about December 1, 2026 |
| · | Milestone 3 – completion of prototype hardware fabrication, on or about March 1, 2027 |
| · | Milestone 4 – completion of empirical testing and delivery of final written research report, on or about June 1, 2027 |
| Milestone | Amount | |||
| Milestone 1 | $ | [***] | ||
| Milestone 2 | $ | [***] | ||
| Milestone 3 | $ | [***] | ||
| Milestone 4 | $ | [***] | ||
Each milestone shall be confirmed in writing by the Principal Investigator. Each invoice shall be accompanied by a brief written progress report describing the work performed and confirming completion of the applicable milestone.
SPONSOR shall have ten (10) business days from receipt of each invoice and accompanying progress report to request reasonable clarification from the PROVIDER. Payment shall be due within thirty (30) days of receipt of an undisputed invoice in accordance with Section 3.1. Payment is to be made to the Florida State University Research Foundation, Inc., [***].
Any research activities under Phase 2 of the Scope of Work shall be subject to mutual written agreement of the Parties as set forth in Attachment A. Upon such agreement, the Parties shall execute a written amendment to this Agreement setting forth the additional budget, milestones, and invoicing schedule applicable to Phase 2.
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