17. License and Distribution Agreements

There have been no material changes in the Company’s license and distribution arrangements since December 31, 2025, except as disclosed below. Refer to Note 18 – License and Distribution Agreements in the Company’s 2025 Annual Report on Form 10-K for additional information and definitions of certain terms used in this Note.

DefEYE Collaboration and License Agreement

On October 22, 2025, the Company entered into a license agreement with Defeye pursuant to which the Company granted Defeye an exclusive, royalty-free, fully paid-up license to develop, manufacture and commercialize certain placental-derived biomaterial products in the field of ophthalmology (the “Field”) worldwide (excluding certain Asia-Pacific territories). The Defeye License Agreement replaced and terminated a prior supply and distribution arrangement and provides for exclusive rights to specified products, including Biovance ocular products and related derivatives, within the defined Field. The Company retains rights outside the Field and in other therapeutic areas. The agreement also includes provisions related to manufacturing, supply, regulatory support, intellectual property ownership, and commercialization responsibilities. Pursuant to the Defeye License Agreement, the Company is responsible for manufacturing and supply of products, subject to potential future manufacturing transfer provisions, and the parties collaborate through governance structures, including joint oversight of development and commercialization activities.

On June 3, 2026 the Company and Defeye entered into a Letter Agreement to settle a dispute concerning non-payment of amounts due under the Defeye License Agreement. Refer to Note 13 – Commitments and Contingencies for additional information.

Asset Purchase and Exclusive License Agreement with NexGel, Inc .

In April 2026, the Company sold NexGel an exclusive, transferable and sublicensable license to develop and commercialize certain degenerative disease products in exchange for $13.3 million. NexGel paid the Company $4.8 million cash at closing, $0.6 million cash in the 2^nd quarter of 2026, which was contingent on the Company filing its 2025 Report on Form 10-K, NexGel assumed the obligation to pay sales commissions of $2.9 million earned by and owed to certain Celularity employees, and NexGel was to issue Celularity a $5.0 million 18-month convertible note which, subject to certain conditions, is convertible into NexGel common stock. The convertible notes were deemed to be issued at fair value. The note was simultaneously split into two notes of $2.5 million each, one of which was issued to Helena as partial satisfaction of amounts due Helena and one of which was issued to Sequence as partial satisfaction of amounts due Sequence. Concurrent with the NexGel license agreement, the Company entered into a Contract Manufacturing Agreement with NexGel, whereby it will act as an independent contractor of NexGel providing manufacturing and other services.

The NexGel license agreement entitles the Company to earn up to $20.0 million in milestone payments, with the first milestone payment of $2.5 million due to the Company upon the earlier of NexGel achieving $25.0 million in net sales or 15 months, provided that net sales of at least $15.0 million have been achieved.

The Company evaluated the transaction under ASC 805, Business Combinations, and determined it did not meet the definition of a business, as no substantive processes or operational workforce were transferred. Accordingly, the license and concurrent contract manufacturing agreements were evaluated under ASC 606, and determined to represent a single, combined contract with a customer containing a single bundled performance obligation. The transaction price includes the specific product price as well as the upfront consideration and milestone and royalty payments, which are recognized over time based on estimated progress of expected output over the five year initial noncancelable term of the Contract Manufacturing agreement. The upfront consideration of $13,300 was recorded as deferred revenue upon closing and is being recognized as revenue over the 5-year initial noncancelable term of the contract manufacturing agreement. Milestone (as described above) and royalty (on specific products ranging from 3% to 5% of gross sales) payments based on estimated progress of total expected output of manufactured product represent variable consideration subject to constraints under ASC 606 and will be recognized as revenue when the underlying sales targets or commercial events are probable and that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is subsequently resolved. to be achieved. Pursuant to a settlement agreement executed with Sequence, $500 of each milestone payment achieved will be assigned to Sequence, up to $1,500, which will be accounted for as a reduction of future milestone revenue when earned. The concurrent 5-year sublease of office space to NexGel is accounted for as an operating lease under ASC 842, Leases, with sublease income recognized on a straight-line basis over the lease term.

Revenue from the NexGel license and manufacturing agreement was approximately $1,500 for the three and six months ended June 30, 2026.