8-K
PMGC Holdings Inc. (ELAB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):February 4, 2026
| PMGC Holdings Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-41875 | 33-2382547 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 675 West Hastings Street, Suite 805Vancouver, BC | V6B1N2 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(888) 445-4886
Elevai Labs Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13©(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | ELAB | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry intoMaterial Definitive Agreement
On February 4, 2026, Northstrive Biosciences Inc., a Delaware corporation (“Northstrive Biosciences”) and wholly owned subsidiary of PMGC Holdings Inc. (“Company”), entered into the License Agreement (“License Agreement”) with Modulant Biosciences LLC (“Modulant,” and, together with Northstrive Biosciences, the “Parties”), an Indiana limited liability company. Pursuant to the License Agreement, NorthStrive Biosciences granted Modulant an exclusive, royalty-bearing, sublicensable license (“License”under the Licensed IP Rights (as defined below) to Develop, Manufacture, use, sell, offer for sale, import, export, and otherwise Commercialize Licensed Products solely in the Field (as defined below) in the Territory (as defined below). No rights or licenses were granted by implication, estoppel, or otherwise, under the License Agreement. Notwithstanding anything to the contrary in the License Agreement, NorthStrive Biosciences expressly reserved, on behalf of itself and its respective licensors under the Head License, all rights not expressly granted to Modulant under the License Agreement, including: (i) all rights to practice the Licensed IP Rights outside the Field; (ii) all rights to practice the Licensed IP Rights outside the Territory, including in the Republic of Korea; and (iii) the right to practice the Licensed IP Rights to the extent necessary to comply with obligations under the Head License or Applicable Laws. The term of the License Agreement (“Term”) commences on February 4, 2026 and, unless earlier terminated in accordance with Section 12 of the License Agreement, shall remain in full force and effect until the expiration of the last-to-expire Valid Claim within the Licensed Patents (as defined below) in the Territory.
Modulant has the right to grant Sublicenses to third parties under the license granted to Modulant in Section 3.1 of the License Agreement; provided that: (i) each Sublicense shall be subordinate to and consistent with the terms and conditions of the License Agreement; (ii) Modulant shall remain responsible and liable for the performance and compliance of its Sublicensees, and will be responsible under the License Agreement for the acts or omissions of such Sublicensees to the same extent as if Modulant had directly engaged in such act or omission; (iii) each Sublicense shall include confidentiality, non-use, and IP-protection provisions and obligations no less protective than those set forth herein, and shall contain the following: (A) all provisions necessary to ensure Modulant’s ability to perform its obligations under the License Agreement; (B) a section substantially the same as Section 10.1 (Indemnification by Modulant) of the License Agreement, which also shall state that the NorthStrive Indemnitees are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; (C) a provision clarifying that, in the event of termination of the license rights granted in Sections 3.1 and 3.3 of the License Agreement **** (in whole or in part (e. g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license (subject to the Sublicensee’s rights under Section 12.4(iv) of the License Agreement); (D) a provision further clarifying that in the event of termination of the license rights granted in Sections 3.1 (Grant of License) and 3.3 (Sublicensing) of the License Agreement, the Sublicensee shall only be entitled to re-sublicense its rights under terms consistent with Section 3.3 of the License Agreement (the terms of which derive from Section 3.1.2 of the Head License); and (iv) Modulant shall furnish to NorthStrive Biosciences a fully executed copy of each Sublicense agreement, including all amendments thereto, within ten (10) days after execution of such agreement. Subject to the terms of the License Agreement, Modulant and its and Sublicensees may engage service providers (including, but not limited to, distributors, wholesalers, couriers, contract research organizations, and contract manufacturing organizations) for the purpose of assisting (but not directing) in the Development, Manufacturing and Commercialization of Licensed Products solely in the Field and in the Territory.
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Under the License Agreement, each Party shall retain all right, title, and interest in and to any and all intellectual property, Data and Technology (as defined below), Know-How (as defined below), and other proprietary rights that are owned or controlled by such Party as of February 4, 2026 or developed or acquired by such Party outside the scope of the License Agreement (“Background IP”). Nothing in the License Agreement shall be construed as transferring ownership of either Party’s Background IP. All Improvements (as defined below) and any other inventions, discoveries, developments, data, results, know-how or other intellectual property Created (as defined below) by or on behalf of either Party, whether solely or jointly, in the course of performing activities under the License Agreement (“New IP”) shall be co-owned by the Parties, with each Party holding an undivided one-half interest therein. Each Party shall have the right to practice and use such New IP without accounting to the other Party, subject to the licenses and restrictions set forth in the License Agreement.
Under the License Agreement, Modulant agreed to use Commercially Reasonable Efforts to Develop and Commercialize at least one Licensed Product in the Field in the Territory, and, amongst other things, provide Northstrive Biosciences with a written report with requirements further set forth in Section 7.2 of the License Agreement, and a Commercialization Plan for each Licensed Product. Additionally, Modulant agreed to certain disclosure obligations as to the New IP and consultation with Northstrive Biosciences as to certain patent filings, prosecution, and maintenance activities relating to the New IP, as further set forth in Section 5.4 of the License Agreement. Modulant also agreed to, amongst other things, notification obligations to Northstrive Biosciences as further set forth in Sections 8.1 and 8.2 of the License Agreement, and agreed to reasonably cooperate with Northstrive Biosciences on regulatory-related obligations related to the Licensed IP Rights or Licensed Products.
Modulant agreed to indemnify, defend, and hold harmless NorthStrive Biosciences, its Affiliates, and its licensors (including without limitation the licensor of the Head License), and each of their respective directors, officers, employees, contractors, and agents from and against any and all losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to any third-party claim, action, demand, suit, investigation, or proceeding (“Claim”) arising from: (i) the Development, Manufacture, use, handling, storage, distribution, or Commercialization of Licensed Products by or on behalf of Modulant, its Affiliates, or its Sublicensees; (ii) any breach by Modulant of the License Agreement; or (iii) the negligence, recklessness, or willful misconduct of Modulant, its Affiliates, or its Sublicensees. NorthStrive Biosciences agreed to indemnify, defend, and hold harmless Modulant, its Affiliates, its Sublicensees, and each of their respective directors, officers, employees, contractors, and agents from and against any and all Losses arising out of or relating to any Claim to the extent arising from: (i) the material breach by NorthStrive Biosciences of its representations, warranties, and covenants made herein; or (ii) the gross negligence, recklessness, or willful misconduct of NorthStrive Biosciences, its Affiliates, or its Sublicensees.
The rights granted to Modulant under the License Agreement are subject to, and conditioned upon, the terms and conditions of the Head License under which NorthStrive Biosciences obtained rights to the Licensed IP Rights.
As partial consideration for the License granted to Modulant under the License Agreement, Modulant will pay value to Northstrive Biosciences as follows: (i) until Modulant has paid to NorthStrive Biosciences a certain aggregate threshold dollar amount (“Threshold Amount”), Modulant shall pay to NorthStrive Biosciences a percentage of all amounts received by, or otherwise due and payable to, Modulant or its Affiliates or Sublicensees from the Commercialization or other exploitation of the Licensed IP Rights or Licensed Products; and (ii) upon Modulant’s payment in full of the Threshold Amount set forth in Section 6.1(i) of the License Agreement, the revenue-share rate shall decrease to a lower percentage of all IP Revenue thereafter received by Modulant or its Affiliates or Sublicensees. IP Revenue shall include all amounts received by Modulant under any Sublicense, including all upfront payments, milestone payments, royalties, and other consideration; provided, however, that IP Revenue shall exclude bona fide capital invested or raised by Modulant for its own development or operational activities. All payments not made when due will accrue interest calculated from the date such payment was due until the date such amount is paid at the lesser of 1.5% per month or the highest rate permitted under Applicable Law.
Modulant agreed to a non-compete provision for the duration of the Term, pursuant to which Modulant shall not, and shall cause its Affiliates (as defined in the License Agreement) and Sublicensees not to, directly or indirectly, develop, manufacture, commercialize, or otherwise exploit, or license or authorize any third party to develop, manufacture, commercialize, or otherwise exploit, any biologic or pharmaceutical product, whether for human or animal uses, that is directed to myostatin, Activin-A, or any combination thereof, other than Licensed Products or compounds covered by the Licensed IP Rights.
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The Parties agreed to certain confidentiality obligations further set forth in Section 9 of the License Agreement, which obligations shall survive for seven (7) years following the expiration or termination of the License Agreement, subject to its terms. Neither Northstrive Biosciences, its Licensors (including the Licensor of the Head License), nor any of their respective Affiliates are liable for any special, consequential, incidental, punitive, or indirect damages, or for any loss of profits or revenue, arising from or relating to the License Agreement, whether in contract, warranty, tort, negligence, strict liability, or otherwise. Notwithstanding the foregoing, such limitation of liability does not restrict the indemnification rights of Modulant under Section 10.1 of the License Agreement, or damages available for breach of the confidentiality obligations set forth under Section 9 of the License Agreement, or Claims arising out of gross negligence or willful misconduct.
Nothing in the License Agreement licenses, permits, or obligates Modulant to use the Licensed IP Rights in connection with any human use, human clinical trials, human drug approvals, or any activities associated with human pharmaceutical development.
The License Agreement may be terminated by either Party on written notice if the other Party materially breaches the License Agreement and fails to cure such breach within sixty (60) days after receiving written notice thereof; provided, however, that if such breach is not reasonably capable of being cured within such sixty (60) day period, the breaching Party may have an additional reasonable period to cure, not to exceed an additional sixty (60) days, so long as the breaching Party is diligently pursuing such cure. Either Party may terminate the License Agreement immediately upon written notice if the other Party: (i) files or has filed against it a petition in bankruptcy or for reorganization that is not dismissed within sixty (60) days; (ii) makes an assignment for the benefit of creditors; (iii) applies for or consents to the appointment of a receiver, trustee, custodian, or similar agent; or (iv) becomes subject to any similar proceeding under Applicable Laws relating to insolvency or the protection of creditors. Upon any termination of the License Agreement resulting from a material breach by Modulant, NorthStrive Biosciences shall receive a perpetual, irrevocable, fully paid-up, royalty-free, worldwide, non-exclusive license under Modulant’s interest in all New IP to Develop, Manufacture, and Commercialize products in any field and territory.
The License Agreement incorporates and gives effect to the material terms set forth in the binding term sheet for Licensing Agreement between the Parties, dated May 12, 2025 (“Term Sheet”), which Term Sheet was previously reported in the Current Report on Form 8-K (“Form 8-K”) filed by the Company with the U.S. Securities and Exchange Commission on May 16, 2025. Capitalized terms used but not defined in Item 1.01 of this Form 8-K have the meanings set forth in the License Agreement.
“Applicable Laws” means all laws, statutes, ordinances, codes, rules, regulations, and requirements of any Governmental authority that are applicable to a Party’s performance under the License Agreement.
“Commercialize” means to engage in Commercialization.
“Commercialization” means, with respect to a Licensed Product, any and all activities directed to marketing, advertising, promoting, distributing, importing, exporting, using, offering to sell, and selling or otherwise commercializing such Licensed Product, including: pre-launch activities to prepare a market for potential sales, modeling, studies, governmental affairs and public policy activities, and activities related to pricing and reimbursement.
“Created” means, with respect to any Data and Technology, made, created, authored, invented (whether conceived of or first reduced to practice or both) or developed, as applicable.
“Data and Technology” means all technical, scientific, regulatory and other information, data, results, know-how, materials, and documentation, whether in written, electronic, or any other form, relating to the Licensed Products or the Licensed IP Rights.
“Develop” and “Developing” shall be construed accordingly, as meaning to engage in Development.
“Development” means all research, testing, formulation, optimization, characterization, non-clinical studies, analytical work, and other technical activities conducted to design, refine, evaluate, or otherwise advance a Licensed Product toward Commercialization in the Field. Development does not include human clinical trials or any activities associated with human pharmaceutical development.
“Field” means all uses in non-human animal health, including without limitation applications as a feed additive.
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“Head License” means the head license under which NorthStrive Biosciences obtained rights to the Licensed IP Rights from its licensor.
“Improvements” means any and all improvements, modifications or enhancements to, or derivatives of, the underlying Data and Technology, the Licensed IP Rights, or Licensed Products Created by or on behalf of any Party during the Term of the License Agreement.
“Know-How” means Data and Technology that is not subject to an issued patent or published patent application, that is not publicly available, and any associated documentation media, or tangible embodiments thereof.
“Licensed Know-How” means all trade secret and other Know-How rights owned or licensable by NorthStrive as of the effective date of the License Agreement or during the Term of the License Agreement, in and to all data, information, compositions and other Data and Technology (including, but not limited to, formulae, procedures, protocols, techniques and results of experimentation and testing, and any unpatented features, characteristics and information concerning the Licensed Products which are necessary or reasonably useful for Modulant to Develop, Manufacture, or Commercialize Licensed Products in the Field in the Territory.
“Licensed IP Rights” means, collectively, the Licensed Patents, Licensed Know-How, and NorthStrive’s interest in any Improvements.
“Licensed Patents” means any and all of the following: (a) the patents and patent applications listed on Exhibit A of the License Agreement; (b) all divisionals, continuations, and continuations-in-part that claim priority to or share priority with the foregoing; and (c) all patents that have issued or in the future issue from any of the foregoing patent applications, including utility, model and design patents and certificates of invention, together with any reissues, renewals, extensions or additions thereto.
“Licensed Products” means any product, material, composition, or formulation that (a) is covered by a Valid Claim of a Licensed Patent or (b) uses, incorporates, or is made using the Licensed Know-How, in each case solely for use in the Field.
“Manufacture” means to engage in Manufacturing.
“Manufacturing” means all activities related to the manufacture, processing, formulation, packaging, labeling, testing, storage, and handling of Licensed Products for use or sale in the Field in the Territory.
“Excluded Territory” means the Republic of Korea.
“Sublicense” means: (a) any right granted, license given, or agreement entered into by Modulant to or with any Person permitting such Person to exercise any of the rights granted to Modulant under the License Agreement, including the right to Manufacture or Commercialize Licensed Products in the Field in the Territory. “Sublicense” includes any option or other right granted by Modulant to negotiate for or receive such rights.
“Territory” means worldwide, excluding the Excluded Territory.
“Valid Claim” means: (a) a claim of an issued and unexpired patent included within the Licensed Patents that has not been held invalid or unenforceable by a decision of a court or other governmental authority or competent jurisdiction, from which no appeal is taken or possible; or (b) a claim of a patent application within the Licensed Patents that is being prosecuted in good faith and has not been abandoned or finally rejected without the possibility of appeal or refiling.
The foregoing summary of the License Agreement does not purport to be complete and is subject to and are qualified in their entirety by copies of the License Agreement filed as Exhibit 10.1 to this Form 8-K.
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Item 9.01. FinancialStatements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1+ | License Agreement between Northstrive Biosciences Inc. and Modulant Biosciences LLC dated February 4, 2026. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| + | Portions of this exhibit have<br>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: February 10, 2026
| PMGC Holdings Inc. | |
|---|---|
| By: | /s/ Graydon Bensler |
| Name: | Graydon Bensler |
| Title: | Chief Executive Officer |
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Exhibit 10.1
PORTIONS OF THIS EXHIBITHAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTEDPORTIONS ARE INDICATED WITH “[***].”
License Agreement
This License Agreement (“Agreement”), dated as of February 4, 2026 (the “Effective Date”), is entered into by and between Modulant Biosciences LLC, a limited liability company duly organized and existing under the laws of the State of Indiana, with an address at 11872 Hollyhock Drive, Fishers, Indiana 46037, (“Modulant” or “Licensee”), and NorthStrive Biosciences Inc., a subsidiary of PMGC Holdings Inc., a corporation duly organized and existing under the laws of the State of Nevada, with an address at 120 Newport Center Drive, Suite 250, Newport Beach, California 92660, (“NorthStrive” or “Licensor”). Modulant and NorthStrive are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, NorthStrive holds certain rights, title, and interest in and to the intellectual property relating to certain compositions, methods, and technologies for use in non-human animal health applications;
WHEREAS, NorthStrive desires to grant to Modulant, and Modulant desires to obtain from NorthStrive, an exclusive license under such rights solely for the development, manufacture, use, and commercialization of Licensed Products (as defined herein) in the Field and in the Territory (each as defined herein), subject to the terms and conditions set forth in this Agreement;
WHEREAS, the Parties intend that this Agreement incorporate and give effect to the material terms set forth in that certain Binding Term Sheet for Licensing Agreement executed by the Parties on May 12, 2025, and that this Agreement be consistent with, and in certain respects, subject to, the terms and conditions of the head license under which NorthStrive obtained rights to the Licensed IP Rights from its licensor (the “HeadLicense”).
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
| 1. | DEFINITIONS. |
|---|
For purposes of this Agreement, the following terms have the following meanings:
| 1.1 | “Affiliate” means, with respect to any Person, any other Person which directly<br>or indirectly controls, is controlled by, or is under common control with such Person, for so long as such control exists. For the purposes<br>of this definition, “control” means (a) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting<br>securities or other ownership interest of a Person, or (b) the possession, directly or indirectly, of the power to direct or cause the<br>direction of the management and policies of such Person, whether through ownership of voting securities, by contract, or otherwise. |
|---|---|
| 1.2 | “Applicable Laws” means all laws, statutes, ordinances, codes, rules, regulations,<br>and requirements of any Governmental authority that are applicable to a Party’s performance under this Agreement. |
| --- | --- |
| 1.3 | “Calendar Quarter” means the respective periods of three (3) consecutive calendar<br>months ending on March 31, June 30, September 30, and December 31. |
| --- | --- |
| 1.4 | “Calendar Year” means each successive period of twelve (12) months commencing<br>on January 1 and ending on December 31. |
| --- | --- |
| 1.5 | “Commercially Reasonable Efforts” means, the level of effort and dedication<br>of resources that would customarily be employed by a reasonable company operating in the animal health or feed-additive industry for products<br>of similar potential and stage of development. |
| --- | --- |
| 1.6 | “Commercialization” means, with respect to a Licensed Product, any and all activities<br>directed to marketing, advertising, promoting, distributing, importing, exporting, using, offering to sell, and selling or otherwise commercializing<br>such the License Product, including: pre-launch activities to prepare a market for potential sales, modeling, studies, governmental affairs<br>and public policy activities, and activities related to pricing and reimbursement. When used as a verb, “Commercialize” means<br>to engage in Commercialization. |
| --- | --- |
| 1.7 | “Commercialization Plan” means a written plan prepared by Modulant or its Sublicensees<br>describing the strategy, activities, and timelines for the Commercialization of a Licensed Product in the Territory. |
| --- | --- |
| 1.8 | “Created” means, with respect to any Data and Technology, made, created, authored,<br>invented (whether conceived of or first reduced to practice or both) or developed, as applicable. |
| --- | --- |
| 1.9 | “Data and Technology” means all technical, scientific, regulatory and other<br>information, data, results, know-how, materials, and documentation, whether in written, electronic, or any other form, relating to the<br>Licensed Products or the Licensed IP Rights. |
| --- | --- |
| 1.10 | “Development” means all research, testing, formulation, optimization, characterization,<br>non-clinical studies, analytical work, and other technical activities conducted to design, refine, evaluate, or otherwise advance a Licensed<br>Product toward Commercialization in the Field. “Develop” and “Developing” shall be construed accordingly, as meaning<br>to engage in Development. For clarity, Development does not include human clinical trials or any activities associated with human pharmaceutical<br>development. |
| --- | --- |
| 1.11 | “Excluded Territory” means the Republic of Korea. |
| --- | --- |
| 1.12 | “Field” means all uses in non-human animal health, including without limitation<br>applications as a feed additive. |
| --- | --- |
| 1.13 | “GAAP” means the United States’ Generally Accepted Accounting Principles. |
| --- | --- |
| 1.14 | “Governmental Authority” means any federal, state, national, state, provincial,<br>or local government, or political subdivision thereof, or any multinational organization or any authority, agency or commission entitled<br>to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, or any court or tribunal<br>(or any department, bureau or division thereof, or any governmental arbitrator or arbitral body), including any regulatory authority responsible<br>for oversight of animal-health products or feed additives. |
| --- | --- |
| 1.15 | “Improvements” means any and all improvements, modifications or enhancements<br>to, or derivatives of, the underlying Data and Technology, the Licensed IP Rights, or Licensed Products Created by or on behalf of any<br>Party during the Term of this Agreement. |
| --- | --- |
| 1.16 | “Intellectual Property Rights” means any and all intellectual property and proprietary<br>rights associated with Data and Technology arising under the laws of the United States and any other relevant jurisdiction, whether registrable<br>or not, or comprising an application for registration or certification or regulatory approval, including, all: (a) rights with respect<br>to patents and patent applications and divisionals, continuations, continuations-in-part, reissues, renewals, and extensions thereof and<br>similar rights (including utility patent, design patent, plant patent, plant variety protection and utility model rights) (collectively,<br>“Patents”); (b) copyrights, copyright registrations and applications for copyright registrations; (c) rights of authorship<br>and moral rights; (d) invention rights, rights to trade secrets and rights to know-how and expertise, discoveries, information, data and<br>material, and all derivatives, modifications and improvements thereof; (e) rights to trademarks (including goodwill), databases, and mask<br>works, and any applications, registrations, and other rights with respect thereto; and (f) all other intellectual property rights and<br>all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing. |
| --- | --- |
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| 1.17 | “Know-How” means Data and Technology that is not subject to an issued patent<br>or published patent application, that is not publicly available, and any associated documentation media, or tangible embodiments thereof. |
|---|---|
| 1.18 | “Licensed IP Rights” means, collectively, the Licensed Patents, Licensed Know-How,<br>and NorthStrive’s interest in any Improvements. |
| --- | --- |
| 1.19 | “Licensed Know-How” means all trade secret and other Know-How rights owned or<br>licensable by NorthStrive as of the Effective Date or during the Term of this Agreement, in and to all data, information, compositions<br>and other Data and Technology (including, but not limited to, formulae, procedures, protocols, techniques and results of experimentation<br>and testing, and any unpatented features, characteristics and information concerning the Licensed Products which are necessary or reasonably<br>useful for Modulant to Develop, Manufacture, or Commercialize Licensed Products in the Field in the Territory. |
| --- | --- |
| 1.20 | “Licensed Patents” means any and all of the following: (a) the patents and patent<br>applications listed on Exhibit A; (b) all divisionals, continuations, and continuations-in-part that claim priority to or<br>share priority with the foregoing; and (c) all patents that have issued or in the future issue from any of the foregoing patent applications,<br>including utility, model and design patents and certificates of invention, together with any reissues, renewals, extensions or additions<br>thereto. |
| --- | --- |
| 1.21 | “Licensed Product” means any product, material, composition, or formulation<br>that (a) is covered by a Valid Claim of a Licensed Patent or (b) uses, incorporates, or is made using the Licensed Know-How, in each case<br>solely for use in the Field. |
| --- | --- |
| 1.22 | “Manufacturing” means all activities related to the manufacture, processing,<br>formulation, packaging, labeling, testing, storage, and handling of Licensed Products for use or sale in the Field in the Territory. When<br>used as a verb, “Manufacture” means to engage in Manufacturing. |
| --- | --- |
| 1.23 | “Person” means an individual, corporation, partnership, limited liability company,<br>trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization,<br>governmental authority, entity or any other form of entity not specifically listed herein. |
| --- | --- |
| 1.24 | “Sublicense” means: (a) any right granted, license given, or agreement entered<br>into by Modulant to or with any Person permitting such Person to exercise any of the rights granted to Modulant under this Agreement,<br>including the right to Manufacture or Commercialize Licensed Products in the Field in the Territory. “Sublicense” includes<br>any option or other right granted by Modulant to negotiate for or receive such rights. |
| --- | --- |
| 1.25 | “Sublicensee” means any Person granted a Sublicense. |
| --- | --- |
| 1.26 | “Territory” means worldwide excluding the Excluded Territory. |
| --- | --- |
| 1.27 | “Third Party” means any Person other than NorthStrive, Modulant, and their respective<br>Affiliates, and Sublicensees. |
| --- | --- |
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| 1.28 | “Valid Claim” means: (a) a claim of an issued and unexpired patent included<br>within the Licensed Patents that has not been held invalid or unenforceable by a decision of a court or other governmental authority or<br>competent jurisdiction, from which no appeal is taken or possible; or (b) a claim of a patent application within the Licensed Patents<br>that is being prosecuted in good faith and has not been abandoned or finally rejected without the possibility of appeal or refiling. |
|---|---|
| 2. | REPRESENTATIONS AND WARRANTIES |
| --- | --- |
| 2.1 | Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party<br>as follows: |
| --- | --- |
| (i) | Such Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction<br>in which it is formed. |
| --- | --- |
| (ii) | Such Party: (a) has the corporate or organizational power and authority and the legal right to enter into<br>this Agreement and to perform its obligations hereunder; (b) has taken all necessary action on its part to authorize the execution and<br>delivery of this Agreement and the performance of its obligations hereunder; (c) has duly executed and delivered this Agreement which<br>constitutes a legal, valid, and binding obligation enforceable against such Party in accordance with its terms. |
| --- | --- |
| (iii) | All necessary consents, approvals and authorizations of all Governmental Authorities and other Persons<br>required to be obtained by such Party in connection with this Agreement have been obtained. |
| --- | --- |
| (iv) | The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder:<br>(a) do not conflict with or violate any requirement of any Applicable Laws; and (b) do not conflict with, or constitute a default under,<br>any contractual obligation of such Party. |
| --- | --- |
| (v) | Such Party shall, perform its activities under this Agreement in compliance with all Applicable Laws and<br>shall ensure that its Affiliates, subcontractors, and Sublicensees comply with all Applicable Laws in performing activities under this<br>Agreement. |
| --- | --- |
| (vi) | Such Party is not subject to any legal or regulatory prohibition that would prevent it from entering into<br>or performing its obligations under this Agreement. |
| --- | --- |
| 3. | LICENSE GRANT |
| --- | --- |
| 3.1 | Grant of License. Subject to Modulant’s compliance with the terms and conditions of this<br>Agreement, NorthStrive hereby grants to Modulant an exclusive, royalty-bearing, sublicensable license under the Licensed IP Rights to<br>Develop, Manufacture, use, sell, offer for sale, import, export, and otherwise Commercialize Licensed Products solely in the Field in<br>the Territory. No rights or licenses are granted by implication, estoppel, or otherwise. |
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| 3.2 | Reservation of Rights. Notwithstanding anything to the contrary, NorthStrive expressly reserves,<br>on behalf of itself and its respective licensors under the Head License, all rights not expressly granted to Modulant under this Agreement,<br>including: |
|---|---|
| (i) | All rights to practice the Licensed IP Rights outside the Field; |
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| (ii) | All rights to practice the Licensed IP Rights outside the Territory, including in the Republic of Korea;<br>and |
| --- | --- |
| (iii) | The right to practice the Licensed IP Rights to the extent necessary to comply with obligations under<br>the Head License or Applicable Laws. |
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| 3.3 | Sublicensing. Subject to Modulant’s compliance with the terms and conditions of this Agreement,<br>Modulant shall have the right to grant Sublicenses to third parties under the license granted in Section 3.1, provided that: |
| --- | --- |
| (i) | Each Sublicense shall be subordinate to and consistent with the terms and conditions of this Agreement; |
| --- | --- |
| (ii) | Modulant shall remain responsible and liable for the performance and compliance of its Sublicensees, and<br>will be responsible hereunder for the acts or omissions of such Sublicensees to the same extent as if Modulant had directly engaged in<br>such act or omission; |
| --- | --- |
| (iii) | Each Sublicense shall include confidentiality, non-use, and IP-protection provisions and obligations no<br>less protective than those set forth herein, and shall contain the following: |
| --- | --- |
| (a) | all provisions necessary to ensure Modulant’s ability<br>to perform its obligations under this Agreement; |
| --- | --- |
| (b) | a section substantially the same as Section 10.1 (Indemnification<br>by Modulant) of this Agreement, which also shall state that the NorthStrive Indemnitees (as defined in Section 10) are<br>intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; |
| --- | --- |
| (c) | a provision clarifying that, in the event of termination<br>of the license rights granted in Sections 3.1 and 3.3 **** (in whole or in part (e. g., termination in a particular country)),<br>any existing Sublicense agreement shall terminate to the extent of such terminated license (subject to the Sublicensee’s rights<br>under Section 12.4(iv)); |
| --- | --- |
| (d) | a provision further clarifying that in the event of termination<br>of the license rights granted in Sections 3.1 and 3.3, the Sublicensee shall only be entitled to re-sublicense its rights under terms<br>consistent with this Section 3.3 (Sublicensing) (the terms of which derive from Section 3.1.2 of the Head License);<br>and |
| --- | --- |
| (iv) | Modulant shall furnish to NorthStrive a fully executed copy of each Sublicense agreement, including all<br>amendments thereto, within ten (10) days after execution. |
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| 3.4 | Subcontractors. Unless otherwise provided in this Agreement, Modulant and its and Sublicensees<br>may engage service providers (including but not limited to distributors, wholesalers, couriers, contract research organizations, and contract<br>manufacturing organizations) (collectively “subcontractors”) for the purpose of assisting (but not directing) in the Development,<br>Manufacturing and Commercialization of Licensed Products solely in the Field and in the Territory, and provided that Modulant will be<br>responsible for the acts or omissions of such subcontractors to the same extent as if Modulant had directly engaged in such act or omission.<br>The engagement of such subcontractors shall not be deemed subject to Section 3.3 (Sublicensing) provided that Modulant shall enter into<br>agreements consistent with this Section 3.4, and subcontractors are bound to confidentiality and non-use obligations at least as restrictive<br>as those set forth in this Agreement. |
|---|---|
| 3.5 | No Conflicting Grants. NorthStrive represents and warrants that, as of the Effective Date, it has<br>not granted to any other Person any license or other right under the Licensed IP Rights that conflicts with the rights granted to Modulant<br>under this Agreement. |
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| 3.6 | No Implied Rights. Only the rights and licenses expressly granted in this Agreement shall be deemed<br>granted. Without limiting the foregoing, no rights are granted with respect to: |
| --- | --- |
| (i) | Any intellectual property rights of NorthStrive that are not Licensed IP Rights, or; |
| --- | --- |
| (ii) | Any use of the Licensed IP Rights outside the Field or outside the Territory. |
| --- | --- |
| 3.7 | Head License Pass-Through Obligations. The rights granted to Modulant under this Agreement are<br>subject to, and conditioned upon, the terms and conditions of the Head License under which NorthStrive obtained rights to the Licensed<br>IP Rights. Modulant shall promptly comply with all pass-through obligations that NorthStrive is required to impose on sublicensees or<br>downstream licensees under such Head License, provided that NorthStrive shall disclose such obligations to Modulant in writing. |
| --- | --- |
| 4. | NON-COMPETE |
| --- | --- |
| 4.1 | During the Term, Modulant shall not, and shall cause its Affiliates and Sublicensees not to, directly<br>or indirectly, develop, manufacture, commercialize, or otherwise exploit, or license or authorize any third party to develop, manufacture,<br>commercialize, or otherwise exploit, any biologic or pharmaceutical product, whether for human or animal uses, that is directed to myostatin,<br>Activin-A, or any combination thereof, other than Licensed Products or compounds covered by the Licensed IP Rights. |
| --- | --- |
| 4.2 | Material Obligations. The Parties acknowledge and agree that the obligations set forth in this<br>Section are a material inducement for NorthStrive to enter into this Agreement, and any breach of this Section shall constitute a material<br>breach of this Agreement. |
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| 5. | INTELLECTUAL PROPERTY; OWNERSHIP; IMPROVEMENTS |
|---|---|
| 5.1 | Ownership of Background IP. Each Party shall retain all right, title, and interest in and to any<br>and all intellectual property, Data and Technology, Know-How, and other proprietary rights that are owned or controlled by such Party<br>as of the Effective Date or developed or acquired by such Party outside the scope of this Agreement (“Background IP”).<br>Nothing in this Agreement shall be construed as transferring ownership of either Party’s Background IP. |
| --- | --- |
| 5.2 | Ownership of Improvements and New IP. All Improvements and any other inventions, discoveries, developments,<br>data, results, know-how or other intellectual property Created by or on behalf of either Party, whether solely or jointly, in the course<br>of performing activities under this Agreement (“New IP”) shall be co-owned by the Parties, with each Party holding<br>an undivided one-half interest therein. Each Party shall have the right to practice and use such New IP without accounting to the other<br>Party, subject to the licenses and restrictions set forth in this Agreement. |
| --- | --- |
| 5.3 | Disclosure of New IP. Modulant shall promptly disclose to NorthStrive all New IP Created by or<br>on behalf of Modulant or its Affiliates or Sublicensees that relates to the Licensed Products or the Licensed IP Rights. Such disclosure<br>shall include all information reasonably necessary for NorthStrive to understand the nature, scope, and potential patentability of such<br>New IP. |
| --- | --- |
| 5.4 | Patent Filing, Prosecution, and Maintenance. |
| --- | --- |
| (i) | Consultation. Modulant shall consult with NorthStrive regarding all patent filing, prosecution,<br>and maintenance activities relating to New IP, and NorthStrive shall be given a reasonable opportunity to review and comment on all material<br>filings and submissions. Modulant shall consider NorthStrive’s comments in good faith. Except as otherwise provided in this Section,<br>Modulant shall bear the costs of filing, prosecuting, and maintaining patents directed to New IP. |
| --- | --- |
| (ii) | Declined Filings. If Modulant elects not to file or continue prosecution of a patent application<br>covering any New IP, Modulant shall promptly notify NorthStrive in writing. NorthStrive shall thereafter have the right, but not the obligation,<br>to file, prosecute, or maintain such patent application at its own expense, and Modulant shall promptly assign, and hereby does assign,<br>to NorthStrive all right, title, and interest in and to such patent application and any patents issuing therefrom. |
| --- | --- |
| 5.5 | Infringement of Licensed IP Rights. Each Party agrees to notify the other promptly of any infringement<br>of the Licensed IP Rights of which such Party becomes aware. NorthStrive shall have the first option, but not the obligation, to commence<br>legal proceedings with respect to such infringement. Before NorthStrive commences legal proceedings with respect to any infringement of<br>any such Licensed IP Rights, NorthStrive shall give careful consideration to the views of Modulant in making its decision whether or not<br>to commence such an action. |
| --- | --- |
| 5.6 | Infringement Communications. The Parties shall promptly inform one another in writing of any written<br>notice to either Party of alleged infringement or misappropriation, based on the making, using, or selling of a Licensed Product, of a<br>Third Party’s intellectual property rights of which it shall become aware. Neither Party shall acknowledge to a Third Party the<br>validity of any such allegation. NorthStrive may elect to take over the defense of alleged infringement of a Third Party’s intellectual<br>property rights at its own expense. The Parties shall each keep the other advised of all material developments in the said proceedings<br>and shall cooperate with the other in the conduct of such defense. |
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| 5.7 | No Challenge. Modulant shall not, and shall cause its Affiliates and Sublicensees not to, challenge<br>or assist any third party in challenging the validity, enforceability, or ownership of any Licensed IP Rights during the Term. |
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| 6. | FINANCIAL TERMS |
| --- | --- |
| 6.1 | Revenue Sharing |
| --- | --- |
| (i) | Initial Revenue Share. Until Modulant has actually paid to NorthStrive an aggregate amount of $[***],<br>Modulant shall pay to NorthStrive [***] percent ([***]%) of all amounts received by, or otherwise due and payable to, Modulant or its Affiliates<br>or Sublicensees from the Commercialization or other exploitation of the Licensed IP Rights or Licensed Products (“IP Revenue”). |
| --- | --- |
| (ii) | Post-Threshold Revenue Share. Upon Modulant’s payment in full of $[***] set forth in<br>Section 6.1(i), the revenue-share rate shall decrease to [***] percent ([***]%) of all IP Revenue thereafter received by Modulant or its<br>Affiliates or Sublicensees. |
| --- | --- |
| (iii) | Sublicense Revenue. IP Revenue shall include all amounts received by Modulant under any Sublicense,<br>including all upfront payments, milestone payments, royalties, and other consideration; provided, however, that IP Revenue shall exclude<br>bona fide capital invested or raised by Modulant for its own development or operational activities. |
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| 6.2 | Payment Terms. All payments due to NorthStrive under this Agreement shall be paid in U.S. dollars<br>within thirty (30) calendar days after the end of each Calendar Quarter in which the corresponding IP Revenue is received. |
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| 6.3 | Reports. Together with each payment under this Section, Modulant shall provide NorthStrive with<br>a detailed written report setting forth, for the applicable Calendar Quarter: |
| --- | --- |
| (i) | Total IP Revenue received, itemized by product, Sublicensee, market, and/or sales category; |
| --- | --- |
| (ii) | The calculation of amounts payable to NorthStrive; |
| --- | --- |
| (iii) | Sales of Licensed Products by country, if applicable; and |
| --- | --- |
| (iv) | Sublicense payments received, if any. |
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| 6.4 | Books and Records. Modulant shall, and shall cause its Affiliates and Sublicensees to, maintain<br>complete and accurate books and records, in accordance with GAAP or other consistently applied accounting principles, sufficient to verify<br>the accuracy of all payments due under this Agreement. Such records shall be maintained for at least five (5) years after the end of the<br>Calendar Year to which they relate. |
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8
| 6.5 | Audit Rights. NorthStrive shall have the right, no more than once per Calendar Year (unless an<br>audit reveals a material underpayment), at its own expense and upon at least ten (10) business days’ prior written notice, to have<br>an independent certified public accountant reasonably acceptable to Modulant audit Modulant’s books and records to verify the accuracy<br>of payments made under this Agreement. If an audit reveals an underpayment for any period of five percent (5%) or greater, Modulant shall<br>promptly pay the amount of the underpayment and shall reimburse NorthStrive for all reasonable costs and expenses of the audit. |
|---|---|
| 6.6 | Late Payments. Any payment not made when due shall accrue interest calculated from the date such<br>payment was due until the date such amount is paid at the lesser of 1.5% per month or the highest rate permitted under Applicable Law.<br>Modulant shall reimburse NorthStrive for all reasonable costs and expenses, including attorneys’ fees, incurred in connection with<br>the enforcement or collection of any amounts due under this Agreement. |
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| 7. | DEVELOPMENT AND COMMERCIALIZATION |
| --- | --- |
| 7.1 | Development Efforts. Modulant shall use Commercially Reasonable Efforts to Develop and Commercialize<br>at least one Licensed Product in the Field in the Territory. |
| --- | --- |
| 7.2 | Annual Development Reports. Beginning on the first anniversary of the Effective Date and continuing<br>annually thereafter during the Term, Modulant shall provide to NorthStrive a written report summarizing, in reasonable detail: |
| --- | --- |
| (i) | Modulant’s Development and Commercialization activities with respect to Licensed Products during<br>the preceding twelve (12) months; |
| --- | --- |
| (ii) | Progress towards Commercialization of Licensed Products; |
| --- | --- |
| (iii) | Material results and milestones achieved; and |
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| (iv) | Plans for Development and Commercialization of Licensed Products in the upcoming twelve (12) months. |
| --- | --- |
| 7.3 | Record-Keeping. Modulant shall, and shall cause its Affiliates and Sublicensees to, maintain complete<br>and accurate records of all Development and Commercialization activities relating to Licensed Products, including non-clinical studies,<br>manufacturing activities, and other technical work performed. Such records shall be maintained in accordance with good scientific and<br>industry practices as well as all Applicable Laws. |
| --- | --- |
| 7.4 | Commercialization Plans. Modulant shall prepare a Commercialization Plan for each Licensed Product<br>and shall provide NorthStrive with a final version of such plan within three (3) months following Modulant’s or Sublicensee’s<br>receipt of any regulatory approval or other authorization required to sell such Licensed Product in any country in the Territory. Modulant<br>shall update each Commercialization Plan as reasonably necessary to reflect material changes in strategy, timelines, or market conditions<br>and shall provide NorthStrive with updated versions upon request, but no more than once per Calendar Year. |
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| 7.5 | Compliance with Laws. Modulant shall perform, and shall cause its Affiliates and Sublicensees to<br>perform, all Development, Manufacturing, and Commercialization activities in compliance with all Applicable Laws. |
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9
| 7.6 | No Human Use or Clinical Development. For clarity, nothing in this Agreement licenses, permits,<br>or obligates Modulant to use the Licensed IP Rights in connection with any human use, human clinical trials, human drug approvals, or<br>any activities associated with human pharmaceutical development. |
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| 8. | REGULATORY OVERSIGHT |
| --- | --- |
| 8.1 | Regulatory Inspections. Modulant shall promptly notify NorthStrive in writing of any inspection,<br>inquiry, notice, or other communication from any Governmental Authority relating to any Licensed Product or any facility at which Licensed<br>Products are Developed, Manufactured, stored, or distributed. Such notice shall be provided immediately, and in any event no later than<br>five (5) business days after Modulant becomes aware of such inspection or communication. |
| --- | --- |
| 8.2 | Regulatory Communications. Modulant shall provide NorthStrive with copies of all material correspondence,<br>reports, statements, forms, notices, and other documents received from, submitted to, or generated in connection with any Governmental<br>Authority relating to Licensed Products or activities under this Agreement, including any inspectional observations, warning letters,<br>or corrective action requirements. |
| --- | --- |
| 8.3 | Cooperation. Modulant shall reasonably cooperate with NorthStrive regarding regulatory-related<br>obligations that may arise relating to the Licensed IP Rights or Licensed Products, including responding to inquiries from Governmental<br>Authorities, , including to the extent such cooperation is necessary for NorthStrive to comply with its obligations under the Head License<br>or any Applicable Laws. |
| --- | --- |
| 9. | CONFIDENTIALITY |
| --- | --- |
| 9.1 | Confidential Information. “Confidential Information” means all information, data, results,<br>know-how, materials, documents, agreements, business plans, regulatory submissions, and other information, whether written, electronic,<br>oral, or in any other form, that is disclosed by or on behalf of one Party (“Disclosing Party”) to the other Party<br>(“Receiving Party”) in connection with this Agreement, including the terms of this Agreement and all information relating<br>to the Licensed IP Rights or Licensed Products. Confidential Information shall not include information that: |
| --- | --- |
| (i) | Is or becomes publicly available through no breach of this Agreement by the Receiving Party; |
| --- | --- |
| (ii) | Is already known to the Receiving Party at the time of disclosure, as evidenced by contemporaneous written<br>records; |
| --- | --- |
| (iii) | Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s<br>Confidential Information; or |
| --- | --- |
| (iv) | Is obtained by the Receiving Party from a third party who is not under an obligation of confidentiality<br>to the Disclosing Party. |
| --- | --- |
| 9.2 | Confidentiality Obligations. The Receiving Party shall: |
| --- | --- |
| (i) | Maintain the Disclosing Party’s Confidential Information in strict confidence and using at least<br>the degree of care that such Receiving Party maintains its own confidential information, but in no event using less than a reasonable<br>degree of care; |
| --- | --- |
| (ii) | Not disclose such Confidential Information to any Third Party except as expressly permitted under this<br>Agreement; and |
| --- | --- |
| (iii) | Not use such Confidential Information for any purpose except to exercise its rights or perform its obligations<br>under this Agreement. |
| --- | --- |
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| 9.3 | Permitted Disclosures. The Receiving Party may disclose Confidential Information: |
|---|---|
| (i) | To its Affiliates, Sublicensees, employees, contractors, advisors, and potential business partners or<br>investors, provided that such Persons are bound by written confidentiality and non-use obligations no less protective than those set forth<br>herein; |
| --- | --- |
| (ii) | To the extent required by Applicable Laws, including securities laws, stock-exchange rules, or court order,<br>provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking confidential treatment; |
| --- | --- |
| (iii) | To Governmental Authorities as necessary to obtain or maintain approvals or authorizations relating to<br>Licensed Products; and |
| --- | --- |
| (iv) | As required under the Head License. |
| --- | --- |
| 9.4 | Use of Names. Except as permitted under Section 9.5 (Publication and Press Release), neither Party<br>shall use the name, logo, or trademarks of the other Party or its Affiliates in any press release, publication, or public announcement<br>without the prior written consent of the other Party, except as required by Applicable Laws. |
| --- | --- |
| 9.5 | Publication and Press Release. Each Party may issue a press release announcing the execution of<br>this Agreement. No financial terms of this Agreement shall be disclosed in any press release without the express written consent of the<br>other Party. The Parties shall consult with each other reasonably and in good faith regarding the text and timing of any subsequent press<br>releases relating to this Agreement or the activities hereunder, and neither Party shall unreasonably withhold consent to such releases. |
| --- | --- |
| 9.6 | Return or Destruction. Upon expiration or termination of this Agreement, the Receiving Party shall,<br>upon written request of the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party, except that one<br>archival copy may be retained solely for purposes of monitoring compliance with this Agreement. Any retained Confidential Information<br>shall remain subject to the confidentiality and non-use obligations of this Agreement. |
| --- | --- |
| 9.7 | Survival. The obligations set forth in this Section shall survive for seven (7) years following<br>the expiration or termination of this Agreement; provided, however, that trade secrets shall be maintained in confidence for so long as<br>they remain trade secrets under Applicable Laws. |
| --- | --- |
| 10. | INDEMNIFICATION |
| --- | --- |
| 10.1 | Indemnification by Modulant. Modulant shall indemnify, defend, and hold harmless NorthStrive, its<br>Affiliates, and its licensors (including without limitation the licensor of the Head License), and each of their respective directors,<br>officers, employees, contractors, and agents (collectively, the “NorthStrive Indemnitees”) from and against any and<br>all losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”)<br>arising out of or relating to any third-party claim, action, demand, suit, investigation, or proceeding (“Claim”) arising<br>from: |
| --- | --- |
| (i) | The Development, Manufacture, use, handling, storage, distribution, or Commercialization of Licensed Products<br>by or on behalf of Modulant, its Affiliates, or its Sublicensees; |
| --- | --- |
| (ii) | Any breach by Modulant of this Agreement; or |
| --- | --- |
| (iii) | The negligence, recklessness, or willful misconduct of Modulant, its Affiliates, or its Sublicensees. |
| --- | --- |
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| 10.2 | Indemnification by NorthStrive. NorthStrive shall indemnify, defend, and hold harmless Modulant,<br>its Affiliates, its Sublicensees, and each of their respective directors, officers, employees, contractors, and agents (collectively,<br>the “Modulant Indemnitees”) from and against any and all Losses arising out of or relating to any Claim to the extent<br>arising from: |
|---|---|
| (i) | The material breach by NorthStrive of its representations, warranties, and covenants made herein; or |
| --- | --- |
| (ii) | The gross negligence, recklessness, or willful misconduct of NorthStrive, its Affiliates, or its Sublicensees. |
| --- | --- |
| 10.3 | Indemnification Procedures. |
| --- | --- |
| (i) | Notice. The Party seeking indemnification (“Indemnified Party”) shall promptly<br>notify the other Party (“Indemnifying Party”) in writing of any Claim for which indemnification is sought. Failure<br>to provide such notice shall not relieve the Indemnifying Party of its obligations. |
| --- | --- |
| (ii) | Defense. The Indemnifying Party shall have the right to assume and control the defense of any Claim<br>with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense with its own counsel<br>at its own expense. |
| --- | --- |
| (iii) | Settlement. The Indemnifying Party shall not settle any Claim in a manner that (i) imposes any<br>liability or obligation on the Indemnified Party, (ii) admits fault on behalf of the Indemnified Party, or (iii) imposes injunctive or<br>equitable relief on the Indemnified Party, in each case without the Indemnified Party’s prior written consent. |
| --- | --- |
| (iv) | Cooperation. The Indemnified Party shall reasonably cooperate in the defense of any Claim, at the<br>Indemnifying Party’s expense. |
| --- | --- |
| (v) | Insurance. Modulant shall maintain, at its own expense, commercial general liability insurance<br>and product liability insurance in amounts customary for companies engaged in the development and commercialization of animal-health products.<br>Modulant shall provide NorthStrive with certificates of insurance upon written request. |
| --- | --- |
| 11. | LIMITATION OF LIABILITY. |
| --- | --- |
| 11.1 | TO THE MAXIMUM EXTEND PERMITTED UNDER APPLICABLE LAW, NEITHER NORTHSTRIVE, ITS LICENSORS (INCLUDING THE<br>LICENSOR OF THE HEAD LICENSE), NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE<br>OR INDIRECT DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY,<br>TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. |
| --- | --- |
| 11.2 | NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 11 (LIMITATION OF LIABILITY) IS INTENDED TO OR<br>WILL LIMIT OR RESTRICT: (A) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 10.1 (BY MODULANT); OR (B) DAMAGES AVAILABLE<br>FOR A BREACH OF CONFIDENTIALITY AND NON-USE OBLIGATIONS UNDER SECTION 9 (CONFIDENTALITY); OR (C) CLAIMS ARISING OUT OF GROSS NEGLIGENCE<br>OR WILLFUL MISCONDUCT. |
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| 12. | TERM AND TERMINATION |
|---|---|
| 12.1 | Term. This Agreement shall commence on the Effective Date, and unless earlier terminated in accordance<br>with this Section, shall remain in full force and effect until the expiration of the last-to-expire Valid Claim within the Licensed Patents<br>in the Territory (the “Term”). Upon such expiration, the licenses granted to Modulant shall become perpetual, irrevocable,<br>fully paid-up, and royalty free. |
| --- | --- |
| 12.2 | Termination for Breach. Either Party may terminate this Agreement upon written notice to the other<br>Party if the other Party materially breaches this Agreement and fails to cure such breach within sixty (60) days after receiving written<br>notice thereof; provided, however, that if such breach is not reasonably capable of being cured within such sixty (60) day period, the<br>breaching Party may have an additional reasonable period to cure, not to exceed an additional sixty (60) days, so long as the breaching<br>Party is diligently pursuing such cure. |
| --- | --- |
| 12.3 | Termination for Insolvency. Either Party may terminate this Agreement immediately upon written<br>notice if the other Party: |
| --- | --- |
| (i) | Files or has filed against it a petition in bankruptcy or for reorganization that is not dismissed within<br>sixty (60) days; |
| --- | --- |
| (ii) | Makes an assignment for the benefit of creditors; |
| --- | --- |
| (iii) | Applies for or consents to the appointment of a receiver, trustee, custodian, or similar agent; or |
| --- | --- |
| (iv) | Becomes subject to any similar proceeding under Applicable Laws relating to insolvency or the protection<br>of creditors. |
| --- | --- |
| 12.4 | Effect of Termination. Upon any termination of this Agreement: |
| --- | --- |
| (i) | All rights and licenses granted to Modulant, including under Sections 3.1 (Grant of License) and 3.3 (Sublicensing),<br>shall immediately terminate and all rights in and to and under the Licensed IP Rights shall revert to NorthStrive; |
| --- | --- |
| (ii) | Modulant shall cease all Development, Manufacture, and Commercialization of Licensed Products; |
| --- | --- |
| (iii) | Modulant shall return or destroy all Licensed Know-How and other Confidential Information of NorthStrive<br>in accordance with this Agreement; and Modulant shall provide NorthStrive with all Development and Commercialization data, results, and<br>information relating to Licensed Products generated prior to the effective date of termination; and |
| --- | --- |
| (iv) | any existing agreements that contain a Sublicense shall terminate to the extent of such Sublicense; provided,<br>however, that each Sublicensee that is not at that time in breach of its Sublicense shall have the right to contact NorthStrive to seek<br>a license on substantially the same terms and conditions as set forth herein, which shall not impose any representations, warranties,<br>obligations or liabilities on NorthStrive that are not included in this Agreement (it shall be wholly the responsibility of that Sublicensee<br>to notify NorthStrive of such desire, provided however, that Modulant must notify the Sublicensee of the effective termination<br>of its Sublicensed rights. |
| --- | --- |
| 12.5 | Rights to IP Upon Termination. Upon any termination of this Agreement resulting from a material<br>breach by Modulant, NorthStrive shall receive a perpetual, irrevocable, fully paid-up, royalty-free, worldwide, non-exclusive license<br>under Modulant’s interest in all New IP to Develop, Manufacture, and Commercialize products in any field and territory. |
| --- | --- |
| 12.6 | Accrued Obligations. Termination or expiration of this Agreement shall not relieve either Party<br>of any obligation that accrued prior to the effective date of termination, including any payment obligations. |
| --- | --- |
| 12.7 | Survival. The following provisions shall survive any expiration or termination of this Agreement:<br>Sections 1, 2, 5, 6, 9, 10, 11.4-11.7, and 12-13, together with any other provisions that by their nature are intended to survive. |
| --- | --- |
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| 13. | GOVERNING LAW AND DISPUTE RESOLUTION |
|---|---|
| 13.1 | Governing Law. This Agreement, and all disputes, claims, or controversies arising out of or relating<br>to this Agreement or the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of the State<br>of Delaware, without giving effect to any choice-of-law or conflict-of-laws principles that would result in the application of the laws<br>of any other jurisdiction. |
| --- | --- |
| 13.2 | Venue. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts<br>located in New Castle County, Delaware, for any action, suit, or proceeding arising out of or relating to this Agreement. Each Party hereby<br>waives any objection to the laying of venue in such courts, including any claim that such forum is inconvenient. |
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| 13.3 | Equitable Relief. Each Party acknowledges that a breach of this Agreement may cause irreparable<br>harm for which monetary damages may be an inadequate remedy. Accordingly, in the event of any actual or threatened breach, the non-breaching<br>Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other rights or<br>remedies available at law or in equity, without the necessity of posting bond or proving actual damages. |
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| 13.4 | Waiver of Jury Trial. To the fullest extent permitted by Applicable Laws, each Party hereby waives<br>any right to a trial by jury in any action, suit, or proceeding arising out of or relating to this Agreement. |
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| 13.5 | Notices. All notices, requests, consents, claims, demands, waivers, and other communications under<br>this Agreement shall be in writing and shall be deemed given: |
| --- | --- |
| (i) | When delivered personally; |
| --- | --- |
| (ii) | When sent by a nationally recognized overnight courier (receipt requested); |
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| (iii) | When sent by email, provided that a copy is also sent by one of the methods described in (a) or (b); or |
| --- | --- |
| (iv) | Three (3) business days after being mailed by certified or registered mail, return receipt requested. |
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| (v) | Notices shall be sent to the Parties at the addresses set forth below, or to such other address as a Party<br>may designate by written notice: |
| --- | --- |
NorthStrive Biosciences Inc.
120 Newport Center Drive, Suite 250
Newport Beach, CA 92660
Attn: Graydon Bensler, CEO
Email: [***]
Modulant Biosciences LLC
[***]Attn: [***]
Email: [***]
| 13.6 | Compliance with Head License. To the extent required under the Head License, Modulant acknowledges<br>that certain dispute-resolution or notice-related obligations may apply to NorthStrive. Modulant shall comply with any such pass-through<br>obligations that NorthStrive is required to impose on downstream licensees, provided that such obligations are disclosed to Modulant in<br>writing. |
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14
| 14. | MISCELLANEOUS |
|---|---|
| 14.1 | Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the<br>prior written consent of the other Party, except that either Party may assign this Agreement without such consent to (a) its Affiliate,<br>or (b) its successor in connection with a merger, consolidation, reorganization, or sale of substantially all of its assets or business<br>to which this Agreement relates, provided that the assignee agrees in writing to assume all obligations of the assigning Party under this<br>Agreement. Any attempted assignment in violation of this Section shall be null and void. |
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| 14.2 | Entire Agreement. This Agreement, including all exhibits and schedules hereto, constitutes the<br>entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements,<br>understandings, negotiations, and representations, whether written or oral, relating to such subject matter, including the Binding Term<br>Sheet referenced in the Recitals. |
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| 14.3 | Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective<br>unless set forth in a written instrument signed by duly authorized representatives of both Parties. |
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| 14.4 | Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this<br>Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any<br>other or further exercise thereof or the exercise of any other right, power, or remedy. |
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| 14.5 | Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable<br>by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions<br>shall remain in full force and effect. |
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| 14.6 | Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall<br>be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party shall have<br>authority to bind the other Party in any manner. |
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| 14.7 | No Third-Party Beneficiaries. Except as expressly provided with respect to NorthStrive Indemnitees<br>and Modulant Indemnitees, nothing in this Agreement shall be construed to confer any rights or remedies upon any Person other than the<br>Parties and their respective permitted successors and assigns. |
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| 14.8 | Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations<br>under this Agreement, other than payment obligations, to the extent such failure or delay is caused by events beyond its reasonable control,<br>including acts of God, natural disasters, epidemics, pandemics, labor disputes, war, terrorism, civil unrest, or governmental actions.<br>The affected Party shall promptly notify the other Party and shall use Commercially Reasonable Efforts to resume performance as soon as<br>practicable. |
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| 14.9 | Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which<br>shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic<br>means shall be deemed effective for all purposes. |
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| 14.10 | Further Assurances. Each Party shall execute and deliver such additional documents and take such<br>further actions as may be reasonably necessary to give full effect to the intent and purposes of this Agreement. |
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15
IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties have executed this License Agreement and cause it to be effective as of the Effective Date above.
| NORTHSTRIVE BIOSCIENCES, INC. | Modulant Biosciences LLC | ||
|---|---|---|---|
| By: | /s/ Graydon Bensler | By: | /s/ Thomas W. Campi |
| Print Name: | Graydon Bensler | Print Name: | Thomas W. Campi |
| Title: | Chief Executive Officer | Title: | CEO |
| Date: | February 4, 2026 | Date: | February 7, 2026 |
Confidential
Exhibit A: Licensed Patents& Compounds
Patent Applications:
| Property No. | Licensed Product / Nation | Patent Application Serial No | Filing Date: | Title: |
|---|---|---|---|---|
| (1) | BLS-M32 USA | 18/627,462 | 2024.04.05 | Pharmaceutical composition for alleviation, treatment, and prevention of sarcopenia containing microorganism transformed with cell surface display vector operably linked with gene encoding myostatin and activin A proteins as active ingredient |
| (2) | BLS-M32 Korea | 10-2022-0136606 | 2022.10.21 | A pharmaceutical composition for alleviation, treatment and prevention of sarcopenia containing a microorganism transformed with a vector expressing myostatin and activin A on the cell surface as an active ingredient |
Patents:
| Property No. | PatentNo. | Registration No. | Registration Date: | Title: |
|---|---|---|---|---|
| (1) | BLS-M22 Korea | 10-0857861-0000 | 2008.09.03 | Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof |
| (2) | BLS-M22 Korea | 10-0872042-0000 | 2008.11.28 | Cell Surface Expression Vector of Myostatin and Microorganisms Transformed Thereby |
| (3) | BLS-M22 USA | 8470551 | 2013.06.25 | Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof |
| (4) | BLS-M22 Japan | 05634867 | 2014.10.24 | Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof |
| (5) | BLS-M22 China | ZL200780101116.2 | 2013.06.19 | Surface Expression Vector for Fusion Protein of Myo-2 Peptide Multimer and Myostatin, and Microorganism Transformed by Therof |