Exclusive License Agreement (MDB Minnesota One)

3 Months Ended

Mar. 31, 2025

Exclusive License Agreement (MDB Minnesota One)

11. Exclusive License Agreement (MDB Minnesota One)

On July 1, 2024, MDB M1 entered into a Patent and Know-How License Agreement (the “License Agreement”) with Mayo for certain patent rights and associated technology pursuant to which M1 intends to develop a small molecule senescence platform. The License Agreement grants M1 rights to develop and commercialize Mayo’s patented technology and know-how for all fields of use on a worldwide basis. Under the terms of the License Agreement, M1 holds an exclusive license of patent rights and a non-exclusive license for the associated technology to make, have made, use, offer for sale, sell, and import licensed products and derivatives.

As part of initial consideration for the License Agreement, M1 issued 1,980,000 shares of common stock equity to Mayo; which at that time represented thirty-three percent of its shares. M1 also paid an initial license fee of $150,000 as part of the initial consideration. M1 will pay earned royalties on future net sales (including modest minimum annual royalties, which commence in the second year of the term of the License Agreement and gradually increase and plateau over time, and which will be credited against earned royalties due on net sales), and a percentage of any sublicensing income. The earned royalty commences after the first commercial sale of a licensed product. At March 31, 2025 there were no accrued royalties recorded.

Under the License Agreement, M1 is required to achieve certain development milestones within designated time periods. For select development milestones, as listed below, M1 will be required to make a payment to Mayo, also as noted below:

	●	A payment of $250,000 for Phase II clinical trial initiation, for the first instance of a licensed product.
	●	A payment of $1.5 million for Phase III clinical trial initiation, for the first instance of a licensed product.
	●	A payment of $2 million for FDA New Drug Application (NDA) acceptance, for the first instance of a licensed product.
	●	A payment of $5 million for NDA approval, for each instance of a licensed product.

As of March 31, 2025 the development milestones noted above are not required to have been met and have not been met. There are other developmental milestones in the License Agreement relating to funding of the business and to initiating various clinical trial phases over time.

If M1 materially breaches the terms of the License Agreement, and such material breach remains uncured after an opportunity to cure, Mayo may terminate the License Agreement.