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Commitments and Contingencies
9 Months Ended
Sep. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

9. Commitments and Contingencies

 

UCLA TDG Exclusive License Agreement

 

Effective April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement (the “License Agreement”) with the University of California, Los Angeles Technology Development Group (“UCLA TDG”), which amended and restated the parties’ prior license agreement. Under the License Agreement, UCLA TDG granted the Company exclusive rights to develop and commercialize NELL-1 technology for spinal fusion, osteoporosis and trauma applications.

 

The Company is required to pay UCLA TDG an annual maintenance fee of $10,000, quarterly royalties equal to 3.0% of net sales of licensed products or methods, and minimum annual royalties ranging from $50,000 to $250,000 following the first commercial sale. Royalty obligations may be reduced for certain third-party royalty payments, and the Company is required to share a percentage of sublicense income with UCLA TDG.

 

The License Agreement also requires milestone payments of $100,000 upon enrollment of the first subject in a feasibility study, $250,000 upon enrollment of the first subject in a pivotal study, $500,000 upon regulatory approval of a licensed product or method, and $1,000,000 upon the first commercial sale. During 2024, the Company initiated its feasibility study for the NB1 bone graft device, triggering the initial $100,000 milestone payment.

 

In addition, the Company is obligated to pay aggregate diligence fees of up to $8.0 million based on specified cumulative net sales thresholds following the first commercial sale. The License Agreement also provides for a payment upon certain liquidity events equal to the greater of $500,000 or 2% of the related transaction proceeds.

 

The Company is required to use commercially reasonable efforts to develop and commercialize licensed products, reimburse UCLA TDG for patent-related costs, and indemnify UCLA TDG against certain third-party claims. UCLA TDG may terminate or convert the license to a non-exclusive license if specified diligence requirements are not met.

 

Payments to UCLA TDG under the Amended License Agreement for the nine months ended September 30, 2026 and 2025 were $16,080 and $17,388, respectively.

 

Contingencies

 

The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.