Form 8-K

8-K — Ainos, Inc.

Accession: 0001493152-26-044454

Filed: 2026-09-28

Period: 2026-09-24

CIK: 0001014763

SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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2026-09-24

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AIMD:WarrantsToPurchaseCommonStockMember

2026-09-24

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 24, 2026

AINOS,

INC.

(Exact

name of registrant as specified in its charter)

Texas

001-41461

75-1974352

(State

or other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3050

Post Oak Blvd, Suite 510-T80, Houston, TX 77056

(281)

898-6586

(Address

and telephone number, including area code, of registrant’s principal executive offices)

(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 240.13e-4(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, par value

$0.01 per share

AIMD

The Nasdaq Stock Market

LLC

Warrants to purchase Common

Stock

AIMDW

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 ☐

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 into a Material Definitive Agreement

September 24, 2026 (the “Effective Date”), Ainos, Inc. (the “Company”) entered into a Global Exclusive License

Agreement (the “License Agreement”) with BioPhoenix Co., Ltd., a company organized under the laws of the Republic of China

(Taiwan) (“BioPhoenix”). The License Agreement covers the Company’s VELDONA® low-dose oral interferon alpha technology

platform.

Under

the License Agreement, the Company granted BioPhoenix an exclusive, worldwide, irrevocable, transferable and sublicensable license under

certain of the Company’s intellectual property and related assets. The license allows BioPhoenix to research, develop, manufacture,

have manufactured, use, import, export, offer for sale, sell, commercialize and otherwise exploit VELDONA® for Sjögren’s

Disease and Thrombocytopenia (the “Licensed Indications”). The licensed territory covers all countries and territories worldwide.

During the term and for 10 years after it ends, the Company may not compete with the Licensed Indications anywhere in the world. The

Company also granted BioPhoenix a right of first refusal and a call option to license certain additional VELDONA® indications that

have progressed to Phase 2 clinical trials. BioPhoenix further has an option to license other non-licensed VELDONA® indications under

separate written agreements.

consideration for the license, BioPhoenix will pay the Company an upfront license fee of $600,000. The upfront fee is due after BioPhoenix

receives the complete data package and written confirmation that technology transfer is complete. BioPhoenix will also pay the Company

a one-time fee when it grants its first sublicense to a third party. If BioPhoenix licenses all of the additional VELDONA® indications

available under the License Agreement, the total license fees payable to the Company, including the upfront license fee and the first

sublicense fee, would be approximately $10.0 million. In addition, the Company will receive twenty-five percent (25%) of BioPhoenix’s

net sublicensing revenue for the Licensed Indications.

The

License Agreement continues on an indication-by-indication and country-by-country basis until the later of (a) the expiration of the

last-to-expire patent covering the applicable Licensed Indication or (b) 20 years after the Effective Date, unless terminated earlier.

Either party may terminate the License Agreement for the other party’s uncured material breach or insolvency. The License Agreement

contains customary representations, warranties, covenants, indemnification obligations and confidentiality provisions.

The

foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the License Agreement, a copy of which is filed with this current report on Form 8-K as Exhibit 10.1 and is hereby incorporated

herein by reference.

Item

7.01 Regulation FD Disclosure

September 28, 2026, the Company announced the execution of the License Agreement with BioPhoenix. A copy of the press release issued

by the Company in this connection is furnished herewith as Exhibit 99.1.

The

information furnished with this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended,

or the Exchange Act.

Item

9.01 Financial Statement and Exhibits

(d)

Exhibits.

Exhibit No.

Description

10.1#+

Global Exclusive License Agreement, dated September 24, 2026, by and between Ainos, Inc. and BioPhoenix Co., Ltd.

99.1

Press Release dated September 28, 2026, issued by the Ainos, Inc.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to

furnish on a supplemental basis a copy of any omitted schedules and similar attachments to the Securities and Exchange Commission upon

request.

Certain portions of this Exhibit were redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish

a copy of any omitted portion to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Ainos, Inc.

Date: September 28, 2026

By:

/s/ Chun-Hsien

Tsai

Name:

Chun-Hsien Tsai

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

PURSUANT

TO ITEM 601(b)(10)(iv) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL

AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

GLOBAL

EXCLUSIVE LICENSE AGREEMENT — VELDONA®

LICENSE

AGREEMENT

AND BETWEEN

AINOS,

INC.

“LICENSOR”

AND

BIOPHOENIX

CO., LTD.

“LICENSEE”

Effective

Date: the date of the last signature below

Page 1 of 50

LICENSE

AGREEMENT

This

License Agreement (this “Agreement”) is entered into on the date of the last signature below (the “Effective

Date”), by and between Ainos, Inc. (“Licensor”), a corporation organized under the laws of the State of Texas,

United States, with its principal place of business at 3050 Post Oak Boulevard., Suite 510-T80, Houston, TX, 77056 U.S.A. and BioPhoenix

Co., Ltd. (“Licensee”), a company organized under the laws of the Republic of China (Taiwan), with its registered address

at 3F, No. 23, Chung Shan North Road, Section 2, Taipei, Taiwan 104404, R.O.C.

(Licensor

and Licensee each a “Party” and collectively the “Parties”)

This

Agreement grants Licensee an effective, unconditional, worldwide exclusive license under the Licensed IP and Licensed Assets for the

Licensed Indications, subject to the terms and conditions set forth herein.

RECITALS

(A) WHEREAS,

Licensor owns or controls the VELDONA® (Low-Dose Oral Interferon Alpha)

technology platform and related patents, patent applications, trademarks, trade secrets,

Know-How, manufacturing technology, formulations, clinical data, Regulatory Data, and other

Intellectual Property; and

(B) WHEREAS,

Licensor desires to grant, and Licensee desires to receive, a global, exclusive, sublicensable

license under the Licensed IP and Licensed Assets to research, develop, manufacture, commercialize,

and otherwise exploit VELDONA® for Sjögren’s Disease and Thrombocytopenia

throughout the Territory.

NOW,

THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE

DEFINITIONS

used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with that Person. “Control” means ownership of fifty percent (50%) or more of the voting securities or equivalent ownership

interest, or the power to direct management and policies.

Page 2 of 50

“Applicable

Law” means all Laws, regulations, rules, guidelines, orders, permits, and binding requirements applicable to a Party or to

the Licensed IP, Licensed Assets, Licensed Indications, or the activities contemplated by this Agreement.

“BPC-Developed

Indication” means any indication for VELDONA® or any derivative product thereof that is discovered, identified,

or developed by or for Licensee, its Affiliates, or its sublicensees after the Effective Date, where: (a) Licensor did not initiate,

fund, or conduct (whether independently or through a Third Party) clinical trials or regulatory activities directed to such indication

before the date of Licensee’s discovery or identification thereof; and (b) the discovery, development, or advancement of such indication

is funded and conducted solely by or for Licensee, its Affiliates, or its sublicensees. For the avoidance of doubt, (i) an indication

does not cease to be a BPC-Developed Indication merely because Licensee used Derivative IP, Licensed IP, or Licensed Assets in connection

with its discovery or development; and (ii) all Intellectual Property, data, regulatory materials, clinical results, and other rights

generated by or for Licensee in connection with any BPC-Developed Indication (collectively, “BPC-Developed Indication IP”)

shall be solely and exclusively owned by Licensee and shall not constitute Jointly Owned IP under Section 7.5.

“Background

IP” means any Intellectual Property that: (a) was owned or controlled by a Party before the Effective Date; or (b) is developed

or acquired by a Party after the Effective Date independently and without use of the other Party’s Confidential Information, Licensed

IP, Licensed Assets, Complete Data Package, or Trial Results. Background IP includes each Party’s pre-existing patents, patent

applications, trade secrets, Know-How, proprietary methods, and other Intellectual Property that does not constitute Derivative IP or

Jointly Owned IP.

“Business

Day” means any day other than a Saturday, Sunday, or day on which banks are authorized or required to be closed in Taipei,

Taiwan as well as in Houston, Texas.

“Change

of Control” means, with respect to a Party, a merger, consolidation, reorganization, sale of substantially all assets, or other

transaction resulting in a Person or group obtaining direct or indirect control of that Party. For the avoidance of doubt, capital increases,

equity financings, reorganizations, or corporate governance matters undertaken by Licensor in the ordinary course of its business (including

private placements, public offerings, stock splits, or changes to Licensor’s board composition) shall not constitute a Change of

Control unless they result in a Person or group obtaining control of Licensor as described in this definition.

“Complete

Data Package” means the complete set of clinical trial data for Sjögren’s Disease and Thrombocytopenia, CMC data,

regulatory filings and correspondence, patent and trademark documents, Know-How, manufacturing and formulation records, and other technical

materials listed in Schedule 7.

“Confidential

Information” has the meaning set forth in Article XV.

“Control”

means the possession, whether by ownership, license, or other lawful means, of the ability to grant the rights and licenses provided

under this Agreement without violating any Third Party agreement.

Page 3 of 50

“Derivative

IP” means any invention, improvement, modification, formulation, process, data set, regulatory material, work product, or other

Intellectual Property generated from or using the Licensed IP, Licensed Assets, Complete Data Package, or Trial Results after the Effective

Date.

“Effective

Date” means the date on which the last Party executes this Agreement.

“Encumbrance”

means any lien, pledge, mortgage, security interest, charge, claim, restriction, option, or other third-party right that would restrict

Licensor’s ability to grant the Licensed Rights.

“Force

Majeure Event” means an event beyond a Party’s reasonable control, including natural disaster, epidemic, war, terrorism,

civil unrest, governmental action, embargo, labor disruption, utility failure, or failure of transportation or communications systems.

“First

Sublicense Fee” means the one-time fee of USD [***] payable by Licensee to Licensor under Article III, Section 3.5 upon the

grant of the first sublicense to any Third Party under this Agreement. For the avoidance of doubt, the First Sublicense Fee is payable

only once, upon the very first sublicense under this Agreement, and subsequent sublicenses (whether to additional Third Parties or for

additional Licensed Indications) do not trigger any additional First Sublicense Fee.

“Governmental

Authority” means any government, ministry, agency, court, regulatory body, administrative authority, or other governmental

entity in any jurisdiction.

“Intellectual

Property” means patents, patent applications, trademarks, trade names, service marks, copyrights, trade secrets, Know-How,

inventions, data rights, regulatory rights, and other intellectual property rights recognized in any jurisdiction.

“Know-How”

means all non-public technical information, trade secrets, data, formulations, manufacturing processes, methods, techniques, specifications,

quality-control information, and other proprietary information relating to VELDONA® or the Licensed Indications.

“License

Fee” means the aggregate fee payable under Article III, Section 3.1.

“Licensed

Assets” means the clinical data, Regulatory Data, regulatory filings, regulatory approvals, CMC materials, formulations, manufacturing

materials, technical documents, and other tangible or intangible assets listed in Schedules 1 through 4 and Schedule 7.

“Licensed

Indications” means Sjögren’s Disease and Thrombocytopenia.

“Licensed

IP” means all Intellectual Property owned or controlled by Licensor that is necessary or useful to research, develop, manufacture,

commercialize, or sublicense VELDONA® for the Licensed Indications, including the patents, patent applications, trademarks,

Know-How, Regulatory Data, clinical data, and related rights listed in Schedules 1 through 4.

Page 4 of 50

“Licensed

Rights” means the exclusive, worldwide, sublicensable rights granted under Article II to research, develop, manufacture, have

manufactured, use, import, export, offer for sale, sell, commercialize, and otherwise exploit the Licensed IP and Licensed Assets for

the Licensed Indications, including, without limitation, the right to manufacture and have manufactured VELDONA® and any products

derived therefrom.

“Licensor”

means Ainos, Inc., together with any Affiliate through which Licensor controls any Licensed IP or Licensed Assets.

“Non-Licensed

Indications” means indications other than the Licensed Indications, including the ROFR Indications until Licensee exercises

the Right of First Refusal.

“Net

Sub-licensing Revenue” means all consideration received by Licensee from a Third Party for a sublicense or similar grant covering

a Licensed Indication, less documented Taxes, accounting fees, legal fees, and other reasonable, directly attributable costs permitted

under Schedule 8.

“Person”

means any individual, corporation, partnership, limited liability company, joint venture, association, trust, governmental authority,

or other entity.

“Regulatory

Authority” means any Governmental Authority responsible for issuing, maintaining, or enforcing regulatory approvals, licenses,

registrations, or standards relating to pharmaceutical research, development, manufacture, or commercialization.

“Regulatory

Data” means all clinical, preclinical, CMC, safety, pharmacovigilance, regulatory, and submission data, filings, correspondence,

approvals, and reports relating to VELDONA® or the Licensed Indications.

“Representatives”

means a Party’s and its Affiliates’ directors, officers, employees, agents, advisors, consultants, accountants, attorneys,

and other representatives.

“ROFR

Indications” means the remaining VELDONA® indications identified in Schedule 5 that have progressed to Phase

2 clinical trials and are subject to the Right of First Refusal under Article IV.

“Sjögren’s

Disease” means the Sjögren’s Disease indication covered by the VELDONA® development and commercialization

programs, including any sub-indication agreed by the Parties in writing.

“Tax”

or “Taxes” means all taxes, duties, levies, imposts, assessments, withholdings, and governmental charges of any kind,

including related penalties, interest, and additions.

“Technology

Transfer” means Licensor’s transfer, disclosure, and explanation of the Complete Data Package and related technical materials

to Licensee under Article VI.

“Territory”

means all countries and territories worldwide.

“Third

Party” means any Person other than the Parties and their respective Affiliates.

“Thrombocytopenia”

means the thrombocytopenia indication covered by the VELDONA® development and commercialization programs, including any

sub-indication agreed by the Parties in writing.

Page 5 of 50

“Trial

Results” means all data, results, reports, analyses, regulatory submissions, documents, inventions, Derivative IP, and other

materials generated from or arising out of any trial of any Licensed Indications, ROFR indications or Non-Licensed Indications.

“VELDONA®”

means the low-dose oral interferon alpha product and technology platform, including its formulations, dosage forms, improvements, line

extensions and trademarks.

Other

terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.

ARTICLE

GRANT

OF LICENSE

Section

2.1 License Grant.

Subject

to the terms of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts, an exclusive, worldwide, irrevocable, transferable,

sublicensable license under the Licensed IP and Licensed Assets to research, develop, manufacture, have manufactured, use, import, export,

offer for sale, sell, commercialize, and otherwise exploit VELDONA® for the Licensed Indications. For the avoidance of

doubt, the license grant under this Section 2.1 includes the right to manufacture and have manufactured VELDONA® and any products

derived therefrom, which manufacturing rights are included in the License Fee payable under Section 3.1. The license is exclusive as

to Licensor and its Affiliates and is effective and unconditional upon execution of this Agreement.

Section

2.2 Scope of Licensed Rights.

The

Licensed Rights include the following, to the extent controlled by Licensor:

(a) all

Patents and patent applications relating to VELDONA® or the Licensed Indications,

including the items listed in Schedule 1;

(b) all

trademarks, service marks, trade names, and branding rights relating to VELDONA®

or the Licensed Indications, including Schedule 2;

clinical, preclinical, CMC, safety, pharmacovigilance, and other technical data, including

all data from Sjögren’s Disease and Thrombocytopenia studies;

(d) all

Know-How, trade secrets, manufacturing technology, formulations, processes, specifications,

quality systems, and technical information listed in Schedule 4;

(e) all

rights to manufacture and have manufactured VELDONA® and any products derived therefrom

for the Licensed Indications, which manufacturing rights are included in the License Fee;

(f) all

Regulatory Data, regulatory filings, regulatory approvals, correspondence, briefing documents,

IND materials, and other submissions listed in Schedule 3;

(g) all

rights to make, have made, use, sell, offer for sale, import, export, distribute, commercialize,

and sublicense products or services for the Licensed Indications;

Page 6 of 50

(h) all

rights to create, use, register, prosecute, maintain, enforce, and otherwise exploit Derivative

IP arising from the Licensed Rights, subject to the joint ownership provisions of Section

7.5 with respect to Jointly Owned IP, as further set forth in Article VII (Intellectual Property

Ownership); and

(i) all

other rights reasonably necessary or useful to exercise the foregoing rights for the Licensed

Indications throughout the Territory.

Section

2.3 Exclusivity.

During

the Term, Licensor shall not, and shall cause its Affiliates not to, directly or indirectly grant any right to, license, sublicense,

research, develop, manufacture, commercialize, or otherwise exploit the Licensed IP or Licensed Assets for any Licensed Indication in

the Territory other than through Licensee or Licensee’s permitted sublicensees.

Section

2.4 Sub-licensing Rights.

Licensee

may grant sublicenses, through multiple tiers, under any portion of the Licensed Rights to Affiliates and Third Parties without Licensor’s

prior consent; provided, however, that Licensee shall provide Licensor with prior written notice regarding the terms and conditions of

such sublicense before granting any sublicense. The content of any sublicense (including any sublicense agreement) shall not reduce or

diminish the interests of either Party under this Agreement. Licensee shall ensure that each sublicense is consistent with the scope

of this Agreement, confidentiality obligations, audit rights, and applicable compliance requirements.

(a) Licensee

remains responsible for its sublicensees’ material compliance with this Agreement,

but no sublicense shall impose any obligation on Licensor beyond the obligations expressly

stated herein.

(b) All

sublicense consideration received by Licensee is subject to the revenue-sharing provisions

of Article V, and Licensee shall retain the remaining portion for its own account.

Section

2.5 Retained Rights of Licensor.

Licensor

retains all rights not expressly granted under this Agreement, but only with respect to Non-Licensed Indications (excluding ROFR Indications,

which remain subject to Article IV) and only to the extent that Licensor’s exercise of those rights does not use the Licensed Rights

to compete with, substitute for, or materially impair the Licensed Indications or Licensee’s exclusive rights.

Licensor

may conduct research and development for Non-Licensed Indications (other than ROFR Indications), subject to Section 11.3, and may discuss

or grant rights for such Non-Licensed Indications; provided, however, that (a) no such activity is directed to, or competes with, substitutes

for, or materially impairs a Licensed Indication or Licensee’s exclusive rights therein, (b) with respect to ROFR Indications,

Licensor shall comply with the notice and exercise procedures of Article IV before granting any Third Party rights, and (c) Licensor

shall not use Licensed IP, Licensed Assets, Trial Results, or Confidential Information in connection with any Non-Licensed Indication

activity except as expressly permitted under a separate written agreement with Licensee.

Page 7 of 50

license, sublicense, or other right is granted by implication, estoppel, or otherwise except as expressly set forth in this Agreement.

Nothing in this Section 2.5 shall be construed to limit Licensee’s rights under Article IV or to permit Licensor to circumvent

the Right of First Refusal. The provisions of Section 7.6 (No Implied Licenses) apply.

(a) For

clarity, the Licensed Rights include all rights necessary to enable Licensee and its sublicensees

to research, develop, manufacture, commercialize, and sublicense products for the Licensed

Indications throughout the Territory, including full manufacturing rights.

(b) Licensor

shall not reserve or exercise any right that would materially frustrate Licensee’s

exercise of the Licensed Rights.

Parties shall cooperate in good faith to correct any Schedule omission that would materially

impair Licensee’s exercise of the Licensed Rights.

(d) Any

correction under this Section shall be documented in writing and shall not reduce the scope

of the Licensed Rights.

(e) The

Parties acknowledge that the license grant in this Article is the principal subject matter

of this Agreement.

Section

2.6 Ownership.

Ownership

of the Licensed IP, Licensed Assets, Derivative IP is governed by Article VII (Intellectual Property Ownership). Except as expressly

provided in Article VII, Licensor retains ownership of the Licensed IP and Licensed Assets, subject to the exclusive Licensed Rights

granted to Licensee during the Term.

Section

2.7 BPC-Developed Indications.

Licensee

shall have the sole and exclusive right, without any obligation to Licensor, to research, develop, manufacture, commercialize, sublicense,

and otherwise exploit any BPC-Developed Indication.

BPC-Developed Indication shall be treated as, or deemed to be, a Licensed Indication, Non-Licensed Indication, or ROFR Indication under

this Agreement. The Right of First Refusal under Article IV does not apply to any BPC-Developed Indication, and Licensor shall not be

entitled to notice, an opportunity to make an offer, or any other right under Article IV with respect to any BPC-Developed Indication.

For

clarity, any Intellectual Property, data, regulatory materials, clinical results, inventions, improvements, processes, formulations,

and other rights (including any Derivative IP) created, generated, discovered, or developed solely by or for Licensee in connection with

a BPC-Developed Indication (collectively, “BPC-Developed Indication IP”) shall be solely and exclusively owned by Licensee

from creation, free and clear of any claim or interest by Licensor. BPC-Developed Indication IP shall not constitute Jointly Owned IP

under Section 7.5, and Section 7.5 shall not apply to any BPC-Developed Indication IP regardless of whether such IP was derived from

or generated using the Licensed IP, Licensed Assets, Complete Data Package, or Trial Results.

Page 8 of 50

Licensor

shall not include any BPC-Developed Indication in Schedule 5 or otherwise represent to any Third Party that a BPC-Developed Indication

or any BPC-Developed Indication IP is subject to Article IV, Section 7.5, or any other provision of this Agreement that would limit Licensee’s

sole ownership or exploitation rights. If a dispute arises as to whether an indication is a BPC-Developed Indication or whether Intellectual

Property constitutes BPC-Developed Indication IP, the Parties shall first attempt to resolve the matter under Section 13.1 (Senior Management

Negotiation).

This

Section 2.7 shall survive termination or expiration of this Agreement and shall not be affected by any exercise of the BPC Buy-Out Option

under Section 13.3 or any other provision of this Agreement. Licensee’s sole ownership of BPC-Developed Indication IP is absolute

and irrevocable and shall not be affected by any termination or expiration of this Agreement.

ARTICLE

III

LICENSE

FEE AND PAYMENT

Section

3.1 License Fee and Payment.

consideration for the Licensed Rights (including, without limitation, the manufacturing rights for the Licensed Indications), Licensee

shall pay Licensor a license fee of USD 600,000 (the “License Fee”) as set forth in this Article III. For the avoidance

of doubt, the License Fee includes full consideration for all rights to manufacture and have manufactured VELDONA® and any products

derived therefrom. The License Fee is payable in USD by wire transfer to an account designated by Licensor. Licensee shall pay Licensor

the License Fee within 15 Business Days after Licensee’s receipt of the Complete Data Package and written confirmation that the

Technology Transfer has been completed in accordance with Article VI and Schedule 7.

Completion

of the Technology Transfer and Licensee’s receipt of the Complete Data Package are conditions precedent to Licensee’s obligation

to pay the License Fee. Licensee may request supplementation under Section 6.2, and the License Fee shall not become due until both the

clinical data and Regulatory Data have been received by Licensee in complete form in all material respects.

Section

3.2 Non-Licensed Indications Licensing Option.

(a) The

Parties acknowledge that Licensee reserves the right to obtain a license for one or more

Non-Licensed Indications listed in Schedule 5 at any time during the Term, subject to this

Section 3.2 and Article IV.

(b) The

licensing fee for each individual Non-Licensed Indication listed in Schedule 5 shall be USD

[***] per indication (the “Indication License Fee”). The Indication License

Fee for each such indication shall be payable by Licensee to Licensor within 15 Business

Days after execution of a separate written licensing agreement between the Parties setting

forth the terms and conditions for licensing such indication.

Page 9 of 50

the foregoing, the aggregate Indication License Fees payable by Licensee for the remaining

15 Non-Licensed Indications acquired under this Section 3.2 shall be USD [***] (the “Aggregate

Indication Cap”), unless otherwise agreed by the Parties in writing. Once Licensee

has paid Indication License Fees totaling the Aggregate Indication Cap, Licensee shall have

no further payment obligation for any additional Non-Licensed Indications acquired thereafter,

unless the Parties agree otherwise in writing.

(d) The

Parties agree to engage in good faith discussions regarding Licensee’s potential acquisition

of Non-Licensed Indications; provided, however, that nothing in this Section 3.2 shall constitute

a binding obligation on either Party to enter into any such license until a separate written

licensing agreement has been duly executed by both Parties. Licensor’s obligations

under Article IV (Right of First Refusal) shall remain in full force and effect with respect

to ROFR Indications.

Section

3.3 Currency, Taxes, and Payment Mechanics.

(a) All

payments under this Agreement shall be made in USD by wire transfer of immediately available

funds, without set-off or deduction except as required by Applicable Law.

(b) If

Licensee is required by Applicable Law to withhold or deduct any Taxes or other amounts from

any payment due to Licensor under this Agreement, Licensee shall increase the payment by

such additional amount (the “Gross-Up Amount”) as is necessary to ensure

that Licensor receives a net amount equal to the full amount it would have received had no

such withholding or deduction been imposed. Licensee shall remit the withheld or deducted

amount to the appropriate Governmental Authority and promptly furnish Licensor with official

receipts, certificates, or other evidence of such remittance.

gross-up obligation under Section 3.3(b) applies to all forms of payment and consideration

payable by Licensee to Licensor under this Agreement, including the License Fee, Indication

License Fees, the First Sublicense Fee, the Sub-licensing Revenue Share under Article V,

and any other amounts due under this Agreement or any ancillary agreement.

(d) Licensor

shall cooperate in good faith with Licensee’s reasonable requests to provide documentation,

forms, or certifications (including IRS Form W-8BEN-E or any successor form) required to

claim treaty benefits, establish Licensor’s eligibility for exemptions, or reduce the

rate of withholding. Licensor shall notify Licensee promptly of any change in circumstances

that may affect the applicability of any treaty benefit or exemption.

Page 10 of 50

Section

3.4 No Additional Economics.

(a) Except

for the License Fee, the First Sublicense Fee under Section 3.5, and the Sub-licensing Revenue

Share under Article V, no additional upfront payment, royalty, or other consideration is

payable for the Licensed Rights unless agreed in a later written amendment signed by both

Parties. For the avoidance of doubt, (i) the License Fee includes full consideration for

all manufacturing rights relating to the Licensed Indications; (ii) the License Fee, the

First Sublicense Fee, and the Sub-licensing Revenue Share are each separate and independent

payment obligations that are independently owed and payable; and (iii) payment of one does

not satisfy, reduce, offset, or include any portion of another.

(b) Each

Party shall bear its own bank charges and internal costs relating to payments, except that

Licensor shall bear charges imposed by its receiving bank.

Section

3.5 First Sublicense Fee.

Upon

the grant of the first sublicense by Licensee to any Third Party under this Agreement (regardless of the Licensed Indication covered

by such sublicense), Licensee shall pay Licensor a one-time fee of USD [***] (the “First Sublicense Fee”). The First

Sublicense Fee shall be payable within 30 days after the effective date of such first sublicense, in USD by wire transfer of immediately

available funds to an account designated by Licensor.

For

the avoidance of doubt, the First Sublicense Fee is a one-time payment obligation that shall be triggered only once under this Agreement,

upon the grant of the very first sublicense to any Third Party. Subsequent sublicenses to additional Third Parties (whether for the same

Licensed Indication or different Licensed Indications) shall not trigger any additional First Sublicense Fee. Once the First Sublicense

Fee has been paid, no further First Sublicense Fee shall be due regardless of the number of sublicenses granted by Licensee or the Licensed

Indications covered thereby.

The

First Sublicense Fee is a separate and independent payment obligation from the Sub-licensing Revenue Share under Article V. Payment of

the First Sublicense Fee does not satisfy, reduce, offset, or include any portion of the Sub-licensing Revenue Share, and payment of

the Sub-licensing Revenue Share does not satisfy, reduce, offset, or include any portion of the First Sublicense Fee. For the avoidance

of doubt, the First Sublicense Fee is not included in Gross Consideration or Net Sub-licensing Revenue for purposes of calculating the

Sub-licensing Revenue Share.

ARTICLE

RIGHT

OF FIRST REFUSAL

Section

4.1 ROFR Indications.

Licensor

shall provide Licensee a right of first refusal with respect to each ROFR Indication listed in Schedule 5. The ROFR Indications are presently

expected to comprise VELDONA® indications that have progressed to Phase 2 clinical trials.

Page 11 of 50

Section

4.2 Third-Party Offer Notice.

(a) If

Licensor receives a bona fide written offer from a Third Party to license, sublicense, or

otherwise commercialize a ROFR Indication, Licensor shall promptly give Licensee written

notice before accepting or entering into that offer.

(b) The

notice shall identify the ROFR Indication and include the material economic, territorial,

development, commercialization, exclusivity, term, and other terms of the bona fide Third

Party offer, together with a copy of the offer if available.

Section

4.3 Exercise Period and Price.

(a) Licensee

shall have 30 days after receipt of the notice to exercise the ROFR by written notice to

Licensor. The exercise price shall be the higher of (i) USD [***] per ROFR Indication or

(ii) the price set forth in the bona fide Third Party offer. If the Third Party offer includes

material non-price terms that are more favorable to Licensor than the terms of this Agreement,

the Parties shall negotiate in good faith to agree on comparable terms for the exercised

ROFR; provided, however, that Licensee’s failure to agree to any specific non-price

term shall not invalidate a timely exercise of the ROFR if Licensee pays the exercise price

determined under this Section 4.3(a).

(b) If

Licensee exercises the ROFR, the Parties shall negotiate and execute definitive license documents

for that ROFR Indication within 30 days, and Licensor shall not grant the ROFR Indication

to the Third Party during that period.

Section

4.4 Waiver and Third-Party Transaction.

(a) If

Licensee does not exercise the ROFR within the 30 day period, the ROFR shall be deemed waived

for that offer only, and Licensor may proceed with the Third Party.

(b) Licensor

shall not complete the Third Party transaction on terms more favorable to the Third Party

than those offered to Licensee. Any materially more favorable transaction shall be re-submitted

to Licensee under this Article IV.

Section

4.5 Scope and Non-Interference.

The

ROFR applies only to ROFR Indications and does not limit Licensee’s exclusive rights in the Licensed Indications, Licensee’s

sublicensing rights, or Licensor’s retained rights in Non-Licensed Indications.

Section

4.6 Information and Updates.

(a) Licensor

shall provide Licensee with reasonable updates regarding the development status of ROFR Indications

and shall update Schedule 5 in writing when a ROFR Indication is identified, materially reclassified,

or removed from the contemplated Phase 2 portfolio.

Page 12 of 50

(b) No

failure to update Schedule 5 shall expand the ROFR to an indication that is not a ROFR Indication,

but Licensor shall not intentionally omit an indication to avoid this Article IV. For the

avoidance of doubt, no BPC-Developed Indication (as defined in Article I) shall be included

in Schedule 5 or subject to this Article IV.

Parties shall cooperate in good faith to document an exercised ROFR on terms consistent with

this Article IV and the Licensee’s existing rights under this Agreement.

Section

4.7 Assignability.

The

ROFR is personal to Licensee and its Affiliates and may be exercised by Licensee or an Affiliate designated in the exercise notice, subject

to Section 16.5.

Section

4.8 Licensee Call Option.

(a) In

addition to the Right of First Refusal under Sections 4.1 through 4.4, Licensee shall have

the right, exercisable at any time during the Term, to elect by written notice to Licensor

to acquire an exclusive license for any ROFR Indication then listed in Schedule 5, without

any requirement for a Third Party offer or other triggering event (the “Call Option”).

(b) The

exercise price for the Call Option shall be USD [***] per ROFR Indication. Payment shall

be due within thirty (30) days after Licensee’s exercise notice, unless the Parties

agree otherwise in writing.

Licensee’s valid exercise of the Call Option and payment of the exercise price, the

Parties shall negotiate and execute definitive license documents for the applicable ROFR

Indication within sixty (60) days. The definitive license shall grant Licensee rights substantially

equivalent to the Licensed Rights, adapted as necessary for the applicable ROFR Indication.

(d) Licensee’s

exercise of the Call Option shall not affect or limit Licensee’s Right of First Refusal

under Sections 4.1 through 4.4 with respect to any other ROFR Indication. Licensee may exercise

the Call Option and the Right of First Refusal independently and in any sequence.

(e) Licensor

shall not, during the pendency of a Call Option exercise notice and until definitive license

documents are executed or the Parties agree to terminate the exercise process, grant any

Third Party rights in the applicable ROFR Indication.

Section

4.9 Survival.

The

rights and obligations under this Article IV survive any amendment or termination of this Agreement to the extent a Third Party offer

was notified before the effective date of that amendment or termination.

Page 13 of 50

ARTICLE

SUB-LICENSING

REVENUE SHARE

Section

5.1 Revenue Share.

Licensee or any Affiliate or sublicensee receives consideration from a Third Party for a sublicense or similar grant covering a Licensed

Indication, Licensee shall calculate Net Sub-licensing Revenue in accordance with this Article V and Schedule 8.

Net

Sub-licensing Revenue shall be shared seventy-five percent (75%) to Licensee and twenty-five percent (25%) to Licensor (the “Sub-licensing

Revenue Share”). For clarity, Licensee shall retain its 75% share and pay Licensor its 25% share in accordance with Section

5.3. The Sub-licensing Revenue Share is a separate and independent payment obligation from the First Sublicense Fee under Section 3.5.

Payment of the First Sublicense Fee does not satisfy, reduce, offset, or include any portion of the Sub-licensing Revenue Share, and

payment of the Sub-licensing Revenue Share does not satisfy, reduce, offset, or include any portion of the First Sublicense Fee. Both

payment obligations are independently owed and payable in full when due under their respective provisions. In addition to the Sub-licensing

Revenue Share stipulated under this Section 5.1, Licensor shall be entitled to the First Sublicensing Fee, subject to and in accordance

with Section 3.5.

Included

consideration includes upfront fees, option fees, milestone payments, royalties, minimum guarantees, equity or non-cash consideration

valued at fair market value, and other amounts received in connection with the sublicense (“Gross Consideration”).

Permitted

deductions are limited to documented Taxes, accounting fees, legal fees, and other reasonable, directly attributable costs incurred in

negotiating, administering, collecting, or enforcing the applicable sublicense, as further described in Schedule 8.

Section

5.2 Semi-Annual Reports.

(a) Within

15 days after the end of each half year, Licensee shall produce a written report in accordance

with the reporting schedule prescribed by the competent Regulatory Authorities having jurisdiction

over Licensee (including, without limitation, the Taiwan Financial Supervisory Commission

and the Taipei Exchange for OTC-listed companies). Each report shall show, for each sublicense

covering a Licensed Indication: (i) the consideration received during the applicable reporting

period; (ii) the permitted deductions; (iii) the resulting Net Sub-licensing Revenue; and

(iv) the amount payable to Licensor.

(b) Each

report shall additionally include: (i) reasonable supporting detail and copies or summaries

of applicable Third Party statements, invoices, and payment records, subject to redaction

of unrelated confidential information; and (ii) a summary of material developments relating

to the Licensed IP and Derivative IP during the applicable reporting period, including the

status of any patent prosecution, maintenance, or enforcement activities, material regulatory

filings or approvals, and the creation or registration of any new Derivative IP.

Page 14 of 50

Section

5.3 Payment.

(a) Licensee

shall pay Licensor the 25% share within 30 days after delivery of the applicable semi-annual

report, in USD or, for non-cash consideration, in the form received or at the agreed fair

market value.

(b) No

payment is due until Licensee or its applicable Affiliate has actually received the relevant

consideration from the Third Party, and any later refund, credit, or reversal shall be reflected

in the next semi-annual report.

Section

5.4 Records and Audit Rights.

(a) Licensee

shall maintain complete and accurate books and records supporting the revenue-share calculations

for at least 5 years after the applicable report.

(b) Licensor

may, at its expense and on at least 30 days’ notice, appoint an independent accountant

bound by confidentiality to audit the relevant records no more than once in any calendar

year, except following a material discrepancy.

an audit identifies an underpayment of more than 5% for the audited period, Licensee shall

promptly pay the shortfall, reimburse reasonable audit costs, and correct the affected reports.

Section

5.5 Excluded Revenue.

The

revenue share does not apply to Licensee’s or its Affiliates’ direct sales, direct commercialization, internal transfers,

grants, research funding, or consideration relating solely to Non-Licensed Indications, unless the applicable agreement expressly covers

a Licensed Indication.

The

revenue share does not apply to any ROFR Indication unless and until Licensee exercises the ROFR and the Parties execute definitive license

documents for that indication.

Section

5.6 Taxes and Currency.

Payments

under this Article V shall be made in USD. The gross-up provisions of Section 3.3(b) through Section 3.3(d) apply to all payments under

this Article V. Licensee shall provide reasonable evidence of any tax remittance and shall cooperate with Licensor to claim applicable

treaty benefits or exemptions.

Section

5.7 Continuing Effect.

(a) Accrued

revenue-share payment and reporting obligations survive termination or expiration of this

Agreement for all consideration received before termination and for any payment received

under a sublicense entered into before termination, until fully reported and paid.

(b) The

Parties shall cooperate in good faith to resolve any calculation dispute, but Licensee shall

pay all undisputed amounts when due.

adjustment resulting from a calculation dispute shall be reflected in the next semi-annual

report or paid within 30 days after resolution.

Page 15 of 50

(d) Nothing

in this Article V grants Licensor any right to approve or control Licensee’s sublicense

terms, except as expressly stated in this Agreement.

(e) Licensee

shall use commercially reasonable efforts to ensure that sublicense agreements contain sufficient

reporting and payment provisions to enable Licensee to comply with this Article V.

Section

5.8 General Provisions.

Licensor

shall keep all sublicense information confidential in accordance with Article XV and shall use it only to administer this Article V and

exercise its audit rights.

The

Parties shall update Schedule 8 by written agreement if the reporting methodology changes materially.

(a) No

amendment to Schedule 8 may reduce Licensor’s 25% share without Licensor’s express

written consent.

(b) For

purposes of this Article V, a sublicense includes any license, option, covenant, collaboration,

distribution, or other arrangement that grants a Third Party rights substantially equivalent

to a sublicense for a Licensed Indication.

Parties acknowledge that this Article V is a revenue-sharing arrangement and does not create

a partnership, joint venture, or agency relationship.

Section

5.9 Additional Terms.

Any

sublicensee’s failure to pay Licensee does not relieve Licensee of its reporting obligations, but Licensee is not required to pay

Licensor amounts it has not actually received.

a sublicense is terminated, any final payment, refund, or settlement relating to that sublicense shall be included in the next semi-annual

report.

(a) Licensee

shall notify Licensor of any material sublicense termination that materially affects the

revenue share.

(b) All

calculations under this Article V shall be made consistently from a half year to a half year

using the methodology in Schedule 8.

shall promptly correct any known error in a semi-annual report and shall notify Licensor

of the correction.

(d) The

obligations in this Article V are in addition to, and do not limit, Licensor’s audit

and information rights under Article XVII.

the event of a conflict between this Article V and Schedule 8, this Article V controls unless the Parties expressly agree otherwise in

writing.

Section

5.10 Post-Commercialization Royalty Negotiation.

Licensee or any sublicensee grants a sublicense under Section 2.4 for any Licensed Indication and the sublicensed product is subsequently

commercialized and generates royalties from sales to end users or other Third Parties (“Post-Commercialization Royalties”),

the Parties shall negotiate in good faith to reach a mutually acceptable agreement regarding the allocation and sharing of such Post-Commercialization

Royalties. Such negotiation shall take into account the nature of the sublicense, the respective contributions of each Party to the development

and commercialization of the sublicensed product, and prevailing industry practices.

Page 16 of 50

Section

5.11 Installment Payments.

Licensee receives Gross Consideration from a sublicensee in two or more installments under the applicable sublicense agreement, Licensee

shall pay Licensor the corresponding Sub-licensing Revenue Share in the same number of installments, with each installment to Licensor

calculated as Licensor’s 25% share of the Net Sub-licensing Revenue attributable to the installment received by Licensee from the

sublicensee. Each such installment payment to Licensor shall be due within 30 days after Licensee’s actual receipt of the corresponding

installment from the sublicensee.

the sublicense agreement provides for irregular installments (i.e., installments of unequal amounts or at irregular intervals), Licensee

shall calculate and pay Licensor’s share of each installment on a pro rata basis in proportion to the amount of that installment

relative to the total Gross Consideration payable under the sublicense agreement. For the avoidance of doubt, Section 5.3(b) applies

to installment payments, and no payment is due to Licensor with respect to any installment until Licensee has actually received such

installment from the sublicensee.

ARTICLE

TECHNOLOGY

TRANSFER AND ONGOING SUPPORT

Section

6.1 Technology Transfer.

Licensor

shall complete the Technology Transfer and make the Complete Data Package available to Licensee within 30 days after the Effective Date,

through secure electronic delivery and, where reasonably requested, physical delivery of original or certified records.

The

Complete Data Package shall include all clinical trial data for Sjögren’s Disease and Thrombocytopenia, CMC and manufacturing

data, INDs and other regulatory filings, briefing documents, regulatory correspondence, patent and trademark documents, Know-How, formulations,

specifications, quality records, and other technical documents identified in Schedule 7.

Licensor

shall provide a completed deliverables index and reasonable explanations necessary for Licensee to use and evaluate the Complete Data

Package.

Section

6.2 Review and Supplementation.

Licensee

shall have 30 days after receipt of the Complete Data Package to review it for completeness against Schedule 7 and notify Licensor of

any material omission or deficiency.

Licensor

shall promptly supplement or correct any incomplete or deficient item identified by Licensee. If Licensor fails to supplement or correct

any materially incomplete or deficient item within 15 Business Days after receiving Licensee’s written notice specifying the deficiency

in reasonable detail, such failure shall constitute a material breach of this Agreement.

Page 17 of 50

Section

6.3 Reserved.

Section

6.4 Ongoing Technical Consultation.

For

5 years after the Effective Date, or until the milestone agreed by the Parties in writing, Licensor shall provide reasonable technical

consultation and support relating to Phase 3 planning, regulatory submissions to the FDA, TFDA, and other Regulatory Authorities, CMC

and manufacturing matters, and reasonable technical inquiries concerning the Licensed Indications.

Support

shall include up to 8 hours per month at no additional charge. Additional support shall be provided at USD [***] per hour, or another

rate agreed in writing, and shall be requested and approved through the designated contacts.

Licensor

shall respond to routine technical inquiries within 3 Business Days and to urgent regulatory or safety inquiries within 1 Business Day,

subject to reasonable availability of the designated personnel.

Licensor

shall designate key personnel for the support period. Licensor shall not replace any designated key person with a person lacking substantially

equivalent qualifications without prior notice to Licensee and reasonable consultation.

Section

6.5 Derivative IP.

Ownership

of Derivative IP generated in connection with the Technology Transfer or ongoing support is governed by Section 7.2 (Derivative IP Ownership)

and Section 7.5 (Joint Ownership of Certain Derived IP) of Article VII. Licensor shall protect Licensee’s Confidential Information

received during the Technology Transfer and ongoing support in accordance with Article XV and shall use it only to perform its obligations

under this Agreement.

ARTICLE

VII

INTELLECTUAL

PROPERTY OWNERSHIP

Section

7.1 Pre-Existing Intellectual Property.

(a) Licensor

is and shall remain the owner of the Licensed IP and Licensed Assets, subject to the exclusive

Licensed Rights granted to Licensee under this Agreement.

(b) Licensee

acknowledges that, except for the Derivative IP expressly owned by Licensee under this Article

VII and Licensee’s interest in Jointly Owned IP under Section 7.5, it acquires no ownership

interest in the Licensed IP or Licensed Assets.

in this Agreement shall be construed as an assignment or transfer of ownership of the Licensed

IP or Licensed Assets from Licensor to Licensee.

Page 18 of 50

Section

7.2 Derivative IP Ownership.

(a) Except

for Jointly Owned IP (as defined in Section 7.5) and BPC-Developed Indication IP (as defined

in Section 2.7), all Derivative IP generated by or for Licensee in connection with the Licensed

Rights, Complete Data Package, Technology Transfer, or ongoing support shall be owned exclusively

by Licensee from creation. For the avoidance of doubt, (i) Jointly Owned IP shall be owned

jointly by Licensor and Licensee in accordance with Section 7.5; and (ii) BPC-Developed Indication

IP shall be solely and exclusively owned by Licensee in accordance with Section 2.7 and shall

not be subject to joint ownership under Section 7.5.

(b) To

the extent any Derivative IP (other than Jointly Owned IP) does not vest automatically in

Licensee under Applicable Law, Licensor hereby assigns and agrees to assign all right, title,

and interest in such Derivative IP to Licensee. With respect to Jointly Owned IP, each Party

shall execute such documents as may be reasonably requested by the other Party to evidence,

perfect, or register the joint ownership contemplated by Section 7.5.

shall promptly disclose to Licensee any Derivative IP of which it becomes aware and shall

execute such documents and take such actions as Licensee may reasonably request to evidence,

perfect, maintain, or enforce Licensee’s ownership of Derivative IP (other than Jointly

Owned IP) and the joint ownership of Jointly Owned IP.

(d) Licensor

shall ensure that its employees, contractors, and agents assign or are deemed to have assigned

all Derivative IP (other than Jointly Owned IP) to Licensee, and shall include appropriate

assignment provisions in its agreements with such persons. With respect to Jointly Owned

IP, Licensor shall ensure that its employees, contractors, and agents assign their interests

to Licensor and Licensee jointly in accordance with Section 7.5.

Section

7.3 Work Made for Hire.

the extent permitted by Applicable Law, all Derivative IP (other than Jointly Owned IP) created by or for Licensee shall be deemed “work

made for hire” for Licensee. To the extent any such work is not deemed a work made for hire under Applicable Law, Licensor hereby

irrevocably assigns and agrees to assign to Licensee all right, title, and interest therein. This Section 7.3 does not apply to Jointly

Owned IP, which shall be owned jointly by Licensor and Licensee in accordance with Section 7.5.

Section

7.4 Further Assurances for IP Ownership.

(a) Each

Party shall execute and deliver such documents and take such actions as the other Party may

reasonably request to evidence, perfect, maintain, register, record, or enforce the ownership

and other intellectual property rights contemplated by this Article VII.

Page 19 of 50

(b) Licensor

hereby appoints Licensee as its attorney-in-fact, with full power of substitution, to execute

and deliver any document and to take any action that Licensor is obligated to take under

this Section 7.4 solely with respect to the Licensed Indications, if Licensor fails to do

so within 15 days after Licensee’s written request. This power of attorney is coupled

with an interest and is irrevocable.

Section

7.5 Joint Ownership of Certain Derived IP.

(a) Notwithstanding

Section 7.2, but subject always to Section 2.7 (BPC-Developed Indications), any Intellectual

Property that is (i) developed by or for Licensee after the Effective Date, (ii) derived

from or generated using the Licensed IP, Licensed Assets, Complete Data Package, or Trial

Results transferred by Licensor to Licensee under this Agreement, (iii) not Background IP

of either Party, and (iv) not BPC-Developed Indication IP (such Intellectual Property, “Jointly

Owned IP”), shall be owned jointly by Licensor and Licensee in equal, undivided

shares (50% each). For the avoidance of doubt, BPC-Developed Indication IP (as defined in

Section 2.7) shall be solely and exclusively owned by Licensee and shall not constitute Jointly

Owned IP regardless of whether such IP was derived from or generated using the Licensed IP,

Licensed Assets, Complete Data Package, or Trial Results.

(b) For

the avoidance of doubt, Background IP shall not be subject to joint ownership under this

Section 7.5, and each Party shall retain sole ownership of its respective Background IP.

Nothing in this Section 7.5 shall be construed to transfer, assign, or grant any ownership

interest in a Party’s Background IP to the other Party.

shall have the right, without the consent of Licensor and without any obligation to account

to or compensate Licensor (other than pursuant to Article V), to use, practice, license,

sublicense, commercialize, and otherwise exploit all Jointly Owned IP for any purpose relating

to the Licensed Indications throughout the Territory. Such right includes the right to grant

sublicenses through multiple tiers, consistent with Section 2.4, and to create derivative

works from the Jointly Owned IP for the Licensed Indications.

(d) Neither

Party may assign, transfer, encumber, or grant an exclusive license to a Third Party with

respect to its share of the Jointly Owned IP without the prior written consent of the other

Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Each Party

shall promptly notify the other Party of any invention, improvement, or other Intellectual

Property that may constitute Jointly Owned IP and shall cooperate in good faith to document

and, if applicable, register or protect such Jointly Owned IP.

Section

7.6 No Implied Licenses.

license, sublicense, or other right is granted by implication, estoppel, or otherwise except as expressly set forth in this Agreement.

All rights not expressly granted are reserved to the granting Party.

Page 20 of 50

Section

7.7 IP Ownership Representations.

(a) Licensor

represents and warrants that it is the lawful owner or controller of the Licensed IP and

Licensed Assets and has the unrestricted right to grant the Licensed Rights to Licensee and

its permitted sublicensees.

(b) Licensor

represents and warrants that no undisclosed lien, license, covenant, security interest, option,

or other third-party right limits the grant or exercise of the Licensed Rights.

representations in this Section 7.7 are in addition to, and do not limit, the representations

and warranties in Article IX.

Section

7.8 Survival of IP Ownership.

Licensee’s

ownership of Derivative IP (other than Jointly Owned IP) under this Article VII is absolute and irrevocable, and shall not be affected

by any termination or expiration of this Agreement. The Parties’ joint ownership of Jointly Owned IP under Section 7.5 is likewise

absolute and irrevocable, and shall not be affected by any termination or expiration of this Agreement. Licensee’s sole ownership

of BPC-Developed Indication IP under Section 2.7 is absolute and irrevocable, and shall not be affected by any termination or expiration

of this Agreement. Termination or expiration shall not require either Party to assign, transfer, return, or destroy any Derivative IP,

Jointly Owned IP, or BPC-Developed Indication IP in which it holds an ownership interest.

ARTICLE

VIII

CONDITIONS

PRECEDENT

Section

8.1 Conditions to Effectiveness.

This

Agreement becomes effective on the Effective Date, subject to satisfaction or written waiver of the conditions set forth in this Article

VIII. The license grant in Article II shall become effective and unconditional upon mutual execution of this Agreement by both Parties,

provided that the payment obligations in Article III are conditioned as set forth in Section 8.2.

Section

8.2 Conditions Precedent to License Fee.

The

License Fee is conditioned on satisfaction of each of the following, any of which (other than clause (iii)) may be waived by Licensee

in its sole discretion by written notice to Licensor: (i) completion of the Technology Transfer in accordance with Sections 6.1 and 6.2;

(ii) Licensee’s receipt of the materially complete Complete Data Package as described in Schedule 7; (iii) satisfaction of the

mutual conditions precedent set forth in Section 8.3; and (iv) satisfaction of the additional conditions to Licensee’s obligations

set forth in Section 8.4, including delivery of good standing certificates, execution of regulatory and patent recordation instruments,

and absence of a Material Adverse Effect.

Page 21 of 50

Section

8.3 Mutual Conditions Precedent.

Each

Party’s performance obligations under this Agreement are subject to the following conditions:

(a) the

representations and warranties of the other Party set forth in Article IX (for Licensor)

or Article X (for Licensee) shall be true and correct in all material respects as of the

Effective Date;

(b) the

other Party shall have obtained all corporate authorizations and board approvals required

to execute and perform this Agreement;

Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any

order, injunction, or judgment that would prohibit or materially impair the consummation

of the transactions contemplated by this Agreement; and,

(d) the

other Party shall have delivered all documents and executed all ancillary agreements required

to be delivered or executed on or before the Effective Date.

Section

8.4 Additional Conditions to Licensee’s Obligations.

Licensee’s

obligation to pay the License Fee is further subject to the following conditions, each of which may be waived, in whole or in part, by

Licensee in its sole discretion by written notice to Licensor:

(a) Licensor

shall have delivered to Licensee certificates of good standing or equivalent documentation

for Licensor in its jurisdiction of organization;

(b) Licensor

shall have executed and delivered such regulatory documents, patent recordation instruments,

or trademark assignments as reasonably requested by Licensee to evidence or protect the Licensed

Rights with respect to the Licensed Indications; and,

Material Adverse Effect shall have occurred with respect to the Licensed IP or Licensed Assets

between the Effective Date and the date on which the applicable payment is due.

Section

8.5 Satisfaction and Waiver of Conditions.

(a) A

condition precedent set forth in this Article VIII may be waived only by a written instrument

signed by the Party entitled to the benefit of such condition. No waiver shall be effective

unless it expressly refers to this Article VIII and the specific condition being waived.

(b) Waiver

of any condition shall not operate as a waiver of any other condition, and no waiver shall

constitute a continuing waiver unless expressly stated. No course of dealing or delay in

exercising any right under this Article VIII shall operate as a waiver thereof.

Party shall use commercially reasonable efforts to cause the conditions set forth in this

Article VIII to be satisfied promptly after the Effective Date and shall keep the other Party

reasonably informed of progress toward satisfaction.

Page 22 of 50

Section

8.6 Consequences of Non-Satisfaction.

(a) If

any condition precedent in Section 8.2, Section 8.3, or Section 8.4 is not satisfied or waived

within 60 days after the Effective Date (or such longer period as the Parties may agree in

writing), the Party entitled to the benefit of such condition may, by written notice to the

other Party:

(i)

extend the period for satisfaction of such condition by a further period specified in the notice; (ii) waive such condition in writing

and proceed with the affected transaction; or (iii) if the non-satisfaction results from the other Party’s breach or failure to

perform, terminate this Agreement (in whole or with respect to the affected obligation) upon written notice, without prejudice to any

claim for damages or other remedies available under Article XII or Applicable Law.

under this Section 8.6 shall not affect: (i) accrued rights and obligations arising before

the effective termination date; (ii) obligations that by their nature survive termination,

including confidentiality, indemnification, and dispute resolution; or (iii) Licensee’s

ownership of any Trial Results, Derivative IP (other than Jointly Owned IP), or BPC-Developed

Indication IP, and the Parties’ joint ownership of Jointly Owned IP, under Article

VII (Intellectual Property Ownership) and Section 2.7 (BPC-Developed Indications).

Section

8.7 Further Assurances.

Each

Party shall execute documents and take actions reasonably necessary to implement the Licensed Rights, evidence the satisfaction of conditions,

maintain regulatory continuity, and complete the Technology Transfer. Neither Party shall be required to take any action that would convert

this Agreement into an ownership transfer or materially alter the allocation of rights and obligations set forth herein.

ARTICLE

REPRESENTATIONS

AND WARRANTIES OF LICENSOR

Licensor

represents and warrants to Licensee as of the Effective Date and throughout the Term, except where a representation expressly speaks

as of another date, as follows:

Section

9.1 Organization and Good Standing.

Licensor

is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has the corporate power

and authority to own or control the Licensed IP and Licensed Assets and perform this Agreement.

Section

9.2 Authority and Enforceability.

Licensor

has full corporate power and authority to execute, deliver, and perform this Agreement. All required corporate approvals have been obtained,

and this Agreement is a legal, valid, and binding obligation of Licensor, enforceable subject to applicable insolvency laws and equitable

principles.

Page 23 of 50

Section

9.3 No Conflicts.

The

execution, delivery, and performance of this Agreement by Licensor do not and will not:

(a) violate

or conflict with Licensor’s organizational documents;

(b) violate

any Applicable Law applicable to Licensor, the Licensed IP, or the Licensed Assets;

or result in a default under any agreement binding on Licensor or the Licensed IP; or

(d) create

or permit any Encumbrance or third-party right that would restrict or impair the Licensed

Rights.

Section

9.4 Ownership and Right to Grant.

The

representations and warranties in Section 7.7 (IP Ownership Representations) of Article VII are incorporated by reference. In addition,

Licensor represents and warrants that it is the lawful owner or controller of the Licensed IP and Licensed Assets and has the unrestricted

right to grant the Licensed Rights to Licensee and its permitted sublicensees. No undisclosed lien, license, covenant, security interest,

option, or other third-party right limits the grant or exercise of the Licensed Rights.

Section

9.5 Patents and Patent Maintenance.

(a) Schedule

1 lists all material Patents and patent applications controlled by Licensor that are necessary

or useful for the Licensed Indications.

(b) To

Licensor’s knowledge, the Patents listed in Schedule 1 are subsisting and have not

been intentionally abandoned, and all material maintenance fees due as of the Effective Date

have been paid or arrangements for payment are in place.

Patent listed in Schedule 1 is subject to an order, judgment, decree, or agreement that materially

restricts the Licensed Rights, except as disclosed in Schedule 6.

Section

9.6 Trademarks and Branding.

Schedule

2 lists the material trademarks and branding rights controlled by Licensor for VELDONA®. To Licensor’s knowledge,

those rights are subsisting and have not been abandoned or materially impaired.

Section

9.7 Non-Infringement.

Licensor

represents and warrants that the grant and exercise of the Licensed Rights, and the use of the Licensed IP and Licensed Assets for the

Licensed Indications as contemplated by this Agreement, do not infringe, misappropriate, or otherwise violate any Third Party Intellectual

Property right, except as disclosed in Schedule 6.

(a) Licensor

has not received written notice of any unresolved Third Party claim alleging that the Licensed

Rights or Licensed Assets infringe, misappropriate, or violate a Third Party right; and,

Page 24 of 50

(b) to

Licensor’s knowledge, no Third Party is materially infringing the Licensed IP in a

manner that would materially impair Licensee’s Licensed Rights.

Section

9.8 No Undisclosed Encumbrances or Rights.

Schedules

1 through 4 and Schedule 7 identify all material Licensed IP, Licensed Assets, Regulatory Data, clinical data, Know-How, and technical

deliverables known to Licensor to be necessary or useful for the Licensed Indications. Licensor has not intentionally omitted a material

item that would materially impair Licensee’s exercise of the Licensed Rights.

Section

9.9 Regulatory Filings and Data.

The

Regulatory Data and regulatory filings included in the Complete Data Package have been prepared and submitted in material compliance

with Applicable Law and are complete and accurate in all material respects to Licensor’s knowledge. Licensor has not received written

notice of any threatened revocation, suspension, or material limitation of a material regulatory approval, except as disclosed in Schedule

Section

9.10 Material Agreements.

Licensor

has disclosed to Licensee the material agreements and Third Party rights affecting the Licensed IP or Licensed Assets, and no such disclosed

agreement is, to Licensor’s knowledge, in material default.

Section

9.11 Litigation.

There

is no pending or, to Licensor’s knowledge, threatened action, investigation, claim, or proceeding that would materially impair

Licensor’s ability to grant the Licensed Rights or Licensee’s exercise of them, except as disclosed in Schedule 6.

Section

9.12 Compliance with Law and Taxes.

Licensor

has conducted its activities relating to the Licensed IP and Licensed Indications in material compliance with Applicable Law and has

paid or adequately reserved for Taxes attributable to periods before the Effective Date.

Section

9.13 No Broker’s Fees.

Licensor

has not incurred any obligation for a finder’s, broker’s, or agent’s fee or commission in connection with this Agreement

for which Licensee would be liable.

Section

9.14 Full Disclosure.

representation or warranty of Licensor in this Agreement or Schedule contains an untrue statement of material fact or omits a material

fact necessary to make the statement not misleading in light of the circumstances in which it was made.

Page 25 of 50

Section

9.15 Sufficiency of Licensed Rights.

The

Licensed IP, Licensed Assets, Complete Data Package, and Regulatory Data together include the material rights and materials necessary

for Licensee to research, develop, manufacture, commercialize, and sublicense VELDONA® for the Licensed Indications in

the Territory, subject to third-party rights expressly disclosed in Schedule 6. For the avoidance of doubt, the Licensed Rights include

the right to manufacture and have manufactured VELDONA® and any products derived therefrom, which manufacturing rights are included

in the License Fee payable under Section 3.1.

Section

9.16 No Conflicting Grants.

(a) Licensor

has not granted and is not obligated to grant any license, covenant not to sue, option, or

other right that conflicts with or materially impairs the Licensed Rights, including the

manufacturing rights included therein;

(b) Licensor

has disclosed all known Third Party technology, consent, or approval requirements material

to Licensee’s exercise of the Licensed Rights;

shall not knowingly take any action after the Effective Date that would create a conflict

with the Licensed Rights; and

(d) any

permitted disclosure or exception is limited to the scope expressly stated in this Agreement

or Schedule 6.

ARTICLE

REPRESENTATIONS

AND WARRANTIES OF LICENSEE

Licensee

represents and warrants to Licensor as of the Effective Date as follows:

Section

10.1 Organization and Good Standing.

Licensee

is duly organized, validly existing, and in good standing under the laws of the Republic of China (Taiwan).

Section

10.2 Authority and Enforceability.

Licensee

has full corporate power and authority to execute, deliver, and perform this Agreement. All required approvals have been obtained, and

this Agreement is a legal, valid, and binding obligation of Licensee, enforceable subject to applicable insolvency laws and equitable

principles.

Section

10.3 No Conflicts.

The

execution, delivery, and performance of this Agreement by Licensee do not and will not violate Licensee’s organizational documents,

Applicable Law, or any material agreement binding on Licensee.

Page 26 of 50

Section

10.4 Sufficient Funds.

Licensee

has, and when due will have, sufficient immediately available funds to pay the License Fee and perform its financial obligations under

this Agreement.

Section

10.5 Compliance and Anti-Corruption.

Licensee

shall comply, and represents that it has complied, with Applicable Law, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010,

and other applicable anti-corruption and anti-money-laundering laws in connection with this Agreement. Licensee has not incurred any

broker or finder fee for which Licensor would be liable.

ARTICLE

COVENANTS

Section

11.1 IP Maintenance and Protection.

Licensor

shall, at its cost, maintain the Patents in Schedule 1, pay applicable maintenance and renewal fees, prosecute pending applications,

and take commercially reasonable steps to preserve the validity and enforceability of the Licensed IP.

(a) Licensor

shall provide Licensee with reasonable periodic updates on filing, prosecution, maintenance,

renewal, and regulatory status and shall consult Licensee before abandoning or materially

narrowing a Patent relevant to a Licensed Indication.

(b) With

Licensee’s prior written consent, Licensor may transfer responsibility for particular

Patent maintenance or prosecution activities to Licensee. The Parties shall agree the cost

allocation and transition mechanics in writing before the transfer.

Section

11.2 Patent Infringement.

(a) Each

Party shall promptly notify the other of any actual, suspected, or threatened infringement

of the Licensed IP or any Third Party claim that the Licensed Rights infringe a Third Party

right, and shall provide reasonably available information and assistance.

(b) Licensee

shall have the first right, but not the obligation, to bring, control, and settle enforcement

proceedings against infringement relating to the Licensed Indications in the Territory, in

Licensee’s name or Licensor’s name as legally required.

shall cooperate in any enforcement action, including joining as a party if necessary, providing

documents and witnesses, and executing reasonable authorizations. If Licensee declines to

proceed, Licensor may pursue the matter after consulting with Licensee.

(d) The

enforcing Party shall bear the documented out-of-pocket costs of an enforcement action. After

reimbursement of those costs, any monetary recovery relating to a Licensed Indication shall

be payable to Licensee, unless the Parties agree otherwise in writing.

Page 27 of 50

Section

11.3 Non-Compete.

During

the Term and for 10 years after termination or expiration of this Agreement, Licensor shall not, and shall cause its Affiliates and their

respective directors, officers, employees, agents, and consultants not to, anywhere in the world, directly or indirectly compete with

the Licensed Indications.

(a) Competing

activities include researching, developing, manufacturing, commercializing, licensing, sublicensing,

marketing, promoting, or otherwise exploiting a product or technology directed to Sjögren’s

Disease or Thrombocytopenia that competes with the Licensed Rights.

(b) Licensor

and its Affiliates shall not use Licensed IP, Licensed Assets, Trial Results, or Confidential

Information to support a competing activity or assist a Third Party in doing so.

restriction does not prohibit Licensor’s performance of technical consultation or other

support services expressly provided to Licensee under this Agreement or another written technical

consultation arrangement with Licensee.

(d) The

restriction also does not prohibit research and development directed solely to Non-Licensed

Indications, provided that the activity does not use Licensed Rights to compete with, substitute

for, or materially impair the Licensed Indications.

For

clarity, the exceptions in this Section are limited to the express technical-consultation and Non-Licensed Indications research exceptions

stated above.

Licensor

shall take reasonable steps to ensure compliance by each Restricted Party and shall notify Licensee promptly upon becoming aware of an

actual or threatened breach.

Licensee

may seek temporary, preliminary, and permanent injunctive relief, specific performance, and damages for any breach or threatened breach

of this Section, in addition to any other remedy available at law or in equity.

The

Parties acknowledge that the scope, duration, and territory of this Section are reasonable and necessary to protect Licensee’s

legitimate interests in the Licensed Rights.

a court finds any restriction unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving

the Parties’ intent.

a Restricted Party breaches this Section, the restricted period shall be extended for the duration of the breach to the extent permitted

by Applicable Law.

Section

11.4 Regulatory Change.

a change in Applicable Law, regulatory guidance, or regulatory practice materially impedes development, manufacture, or commercialization

of a Licensed Indication, the Parties shall promptly meet and negotiate in good faith on mitigation measures, revised timelines, and

allocation of incremental costs.

Page 28 of 50

The

Parties shall continue performing unaffected obligations during those discussions and shall document any agreed mitigation or cost-sharing

arrangement in writing.

Section

11.5 Public Announcements.

Neither

Party shall issue a press release or public announcement regarding this Agreement or the transaction without the other Party’s

prior written consent, except as required by Applicable Law, securities rules, or a Governmental Authority.

Party required to disclose shall, where legally permitted, provide reasonable advance notice and an opportunity to review the proposed

disclosure.

Nothing

in this Section prevents Licensor from making disclosures reasonably for US SEC and Licensee from making disclosures reasonably necessary

for Taiwan OTC or other securities-market, investor, regulatory, or financing purposes, subject to Applicable Law and reasonable confidentiality

protections.

Each

Party shall reasonably cooperate with the other in preparing accurate disclosures that describe the global exclusive license, the Licensed

Indications, and the principal economic terms without mischaracterizing the transaction.

Section

11.6 Records and Compliance Cooperation.

(a) Each

Party shall maintain records reasonably sufficient to demonstrate compliance with this Agreement

and shall provide reasonable cooperation in responding to regulatory or governmental inquiries

concerning the Licensed Indications.

(b) Each

Party shall promptly notify the other of a material regulatory inquiry, warning letter, investigation,

or enforcement action relating to a Licensed Indication or the Licensed Rights.

Licensor

shall not knowingly use Licensee’s data, information, or Derivative IP for any purpose outside this Agreement or disclose it to

a competitor of Licensee.

The

covenants in this Article XI supplement the express rights and obligations in Articles II, VI, XII, and XV.

Section

11.7 Development Consultation and Planning.

Within

60 days after Licensee’s receipt of the Complete Data Package pursuant to Section 6.1 and written confirmation that the Technology

Transfer has been completed in accordance with Article VI and Schedule 7 (such date, the “Development Consultation Trigger Date”),

Licensee shall use commercially reasonable efforts to initiate discussions with Licensor regarding the clinical trial and development

plans for the Licensed Indications.

Page 29 of 50

For

purposes of this Section 11.7, “commercially reasonable efforts” means, with respect to Licensee’s development consultation

and planning obligations, the level of effort and resources typically devoted by a similarly situated pharmaceutical or biotechnology

company to the development of a product at a similar stage of development with similar commercial potential, taking into account relevant

market conditions, regulatory requirements, competitive landscape, safety and efficacy considerations, manufacturing feasibility, and

available financial and personnel resources. Nothing in this Section 11.7 shall require Licensee to undertake any development activity

that is not commercially justified or that conflicts with sound scientific, medical, or business judgment.

Upon

initiation of development consultation discussions, the Parties shall negotiate in good faith to establish a development framework for

the Licensed Indications, which may include (i) an overview of the proposed clinical trial design and study endpoints, (ii) the anticipated

timeline for trial commencement and key milestones, (iii) the estimated budget and resource allocation, (iv) the regulatory strategy

for FDA, TFDA, and other relevant Regulatory Authorities, and (v) any anticipated collaboration or support from Licensor under Section

6.4 (collectively, the “Development Framework”).

The

Parties shall use good faith efforts to agree on a Development Framework within 180 days after the Development Consultation Trigger Date.

If the Parties are unable to reach agreement on any material element of the Development Framework within such period, either Party may

refer the matter to senior management negotiation under Section 13.1. The Parties acknowledge that failure to agree on a Development

Framework shall not constitute a material breach of this Agreement, and Licensee shall retain full discretion over all development decisions

for the Licensed Indications.

ARTICLE

XII

INDEMNIFICATION

Section

12.1 Indemnification by Licensor.

Subject

to Section 12.4, Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and their respective directors, officers,

employees, agents, and successors (each, a “Licensee Indemnified Party”), from and against all losses, damages, liabilities,

costs, and expenses, including reasonable attorneys’ fees, arising out of or resulting from:

(a) any

breach or inaccuracy of Licensor’s representations or warranties;

(b) any

breach of Licensor’s covenants or obligations;

claim that the Licensed IP, Licensed Assets, or Licensed Rights infringe, misappropriate,

or violate a Third Party Intellectual Property right;

(d) any

negligent, reckless, fraudulent, or willful act or omission of Licensor, its Affiliates,

or their personnel in performing this Agreement.

Page 30 of 50

Section

12.2 Indemnification by Licensee.

Subject

to Section 12.4, Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, and their respective directors, officers,

employees, agents, and successors (each, a “Licensor Indemnified Party”), from and against all losses, damages, liabilities,

costs, and expenses, including reasonable attorneys’ fees, arising out of or resulting from:

(a) any

breach or inaccuracy of Licensee’s representations or warranties;

(b) any

breach of Licensee’s covenants or obligations;

arising from Licensee’s or its sublicensees’ commercialization or use of the

Licensed Rights after the Effective Date, except to the extent caused by Licensor’s

breach, negligence, or misconduct;

(d) any

fraud or willful misconduct of Licensee.

Section

12.3 Indemnification Procedures.

(a) The

indemnified Party shall provide prompt written notice of a claim, describing in reasonable

detail the nature and amount of the Loss.

(b) Failure

to provide timely notice shall not relieve the indemnifying Party except to the extent it

is materially prejudiced.

indemnifying Party may assume the defense of a Third Party claim with counsel reasonably

satisfactory to the indemnified Party and at the indemnifying Party’s expense.

(d) The

indemnified Party shall reasonably cooperate in the defense at the indemnifying Party’s

expense and may participate with separate counsel at its own expense.

(e) The

indemnifying Party shall not settle a claim without the indemnified Party’s prior written

consent if the settlement imposes non-monetary obligations, admits fault, or does not provide

a complete release.

(f) The

indemnified Party may assume the defense if the indemnifying Party fails to do so promptly

or if a conflict of interest makes separate control appropriate.

Section

12.4 Limitations.

(a) A

Party shall not be liable for Losses until the aggregate amount exceeds USD [***] (the “Basket”),

after which liability shall be from the first dollar.

(b) The

aggregate liability of an indemnifying Party shall not exceed USD [***] (the “Cap”),

except as provided below.

Basket and Cap shall not apply to fraud, willful misconduct, breach of Section 9.4 or Section

9.7, breach of confidentiality, or IP infringement claims.

(d) Indemnity

claims properly asserted before expiration of the applicable survival period shall survive

until final resolution.

(e) Each

indemnified Party shall use commercially reasonable efforts to mitigate Losses, but no mitigation

obligation requires it to compromise a material right.

Page 31 of 50

(f) Losses

shall be reduced by insurance proceeds actually received and Tax benefits actually realized,

but not by amounts for which the indemnified Party remains liable to repay.

(g) There

shall be no double recovery, and punitive, speculative, or consequential damages are excluded

except to the extent payable to a Third Party.

Section

12.5 Exclusive Remedy.

Except

for fraud, willful misconduct, payment obligations, equitable remedies, and remedies expressly provided in Articles II, XI, XIII, XIV,

and XV, this Article XII provides the Parties’ exclusive monetary remedy for breach of this Agreement.

Section

12.6 Survival.

The

following provisions survive termination or expiration for the period applicable to the underlying representation, warranty, covenant,

claim, or liability: Article I (Definitions), Section 2.7 (BPC-Developed Indications), Article VII (Intellectual Property Ownership),

Article III (Payment Obligations, to the extent accrued), Article V (Revenue Sharing, to the extent accrued), this Article XII (Indemnification

and Limitation of Liability), Article XIII (Deadlock Resolution), Article XV (Confidentiality), Article XVI (Governing Law and Dispute

Resolution), Article XVII (Miscellaneous), and any other provision that by its nature should survive.

ARTICLE

XIII

DEADLOCK

RESOLUTION

Section

13.1 Deadlock.

“Deadlock” occurs when the Parties cannot resolve a material dispute concerning the Licensed Rights, development, regulatory

strategy, sublicensing, or performance of this Agreement after good-faith discussions.

Upon

written notice of a Deadlock, the matter shall be escalated to senior management representatives of each Party, who shall meet and negotiate

in good faith for 15 days.

Section

13.2 Standstill.

During

the Deadlock and until the matter is resolved or the BPC Buy-Out Option is completed, Licensor shall not license, sublicense, sell, or

otherwise grant rights in the disputed Licensed Indications to a Third Party and shall not take action intended to circumvent Licensee’s

rights.

Section

13.3 BPC Buy-Out Option.

the senior-management negotiation period expires without resolution, Licensee may elect to purchase all of Licensor’s right, title,

and interest in the Licensed IP and Licensed Assets solely for the Licensed Indications, converting the exclusive license into full ownership

for those indications.

Page 32 of 50

Licensee

shall exercise the BPC Buy-Out Option by written notice within 30 days after the end of the negotiation period. The transfer shall be

documented through instruments reasonably necessary to confirm ownership of the Licensed IP for the Licensed Indications. The purchase

price shall be determined by agreement of the Parties.

Section

13.4 ROFR Unaffected.

The

ROFR for ROFR Indications under Article IV remains in effect and is not reduced, waived, or impaired by a Deadlock or exercise of the

BPC Buy-Out Option.

Section

13.5 Continuing Performance.

During

a Deadlock, each Party shall continue performing undisputed obligations, and the Deadlock shall not excuse payment, confidentiality,

compliance, safety, or regulatory obligations.

ARTICLE

XIV

TERM

AND TERMINATION

Section

14.1 Term.

This

Agreement begins on the Effective Date and continues, on an indication-by-indication and country-by-country basis, until the later of

(a) expiration of the last-to-expire Patent covering the applicable Licensed Indication or (b) 20 years after the Effective Date, unless

terminated earlier under this Article XIV.

Section

14.2 Termination for Material Breach.

Either

Party may terminate this Agreement, in whole or in part, for the other Party’s material breach if the breach is not cured within

30 days after written notice.

Notwithstanding

the foregoing, a payment breach shall have a cure period of 10 Business Days after written notice. A breach involving confidentiality,

anti-corruption, non-compete, safety, or regulatory integrity may be subject to immediate equitable relief and termination if not promptly

cured.

Section

14.3 Insolvency.

Either

Party may terminate this Agreement upon written notice if the other Party becomes insolvent, enters liquidation, makes an assignment

for creditors, or becomes subject to an insolvency proceeding that is not dismissed within 15 days, to the extent permitted by Applicable

Law.

Section

14.4 Licensor Change of Control.

Licensor

shall notify Licensee promptly, and in any event within 30 days, of any proposed or pending Change of Control. For the avoidance of doubt,

Licensor’s capital increases, equity financings, reorganizations, and corporate governance matters (including private placements,

public offerings, stock splits, board composition changes, and similar transactions) are within Licensor’s sole discretion.

Page 33 of 50

Notwithstanding

any Change of Control of Licensor, the Licensed Rights granted to Licensee under this Agreement shall remain in full force and effect

and shall not be impaired, diminished, or otherwise affected by such Change of Control. Any successor or assignee of Licensor resulting

from a Change of Control shall be bound by all of Licensor’s obligations under this Agreement and shall not have the right to modify,

terminate, or adversely affect the Licensed Rights without Licensee’s prior written consent.

For

the avoidance of doubt, a Change of Control of Licensor shall not: (a) terminate, reduce, or modify the Licensed Rights or any other

rights of Licensee under this Agreement; (b) give rise to any termination right in favor of Licensor or its successor; (c) accelerate,

increase, or otherwise modify any payment obligation of Licensee; (d) impose any new obligation, restriction, or condition on Licensee;

or (e) affect Licensee’s ownership of any Derivative IP, BPC-Developed Indication IP, Trial Results, or other Intellectual Property

owned by Licensee under this Agreement.

Section

14.5 Force Majeure.

Party may suspend performance of an obligation affected by a Force Majeure Event, provided it promptly notifies the other Party, uses

reasonable mitigation efforts, and resumes performance as soon as practicable.

a Force Majeure Event continues for more than 3 consecutive months and materially prevents performance of a material obligation, either

Party may terminate the affected portion of this Agreement on written notice, subject to accrued rights and continuing confidentiality

and payment obligations.

Section

14.6 Effect of Termination.

Termination

does not affect accrued rights, obligations, or liabilities arising before the effective termination date.

(a) Except

for a permitted sell-off or transition expressly provided below, the Licensed Rights for

the terminated Licensed Indication shall cease on the effective termination date. Licensee

shall have 6 months to sell existing finished inventory and fulfill binding customer commitments.

(b) Licensee

shall handle remaining inventory in a commercially reasonable manner and shall comply with

applicable quality, safety, pharmacovigilance, and regulatory requirements during the sell-off

period.

Party shall return or destroy the other Party’s Confidential Information on request,

except that Licensee may retain Trial Results, Derivative IP (including Licensee’s

interest in Jointly Owned IP), BPC-Developed Indication IP, regulatory records, audit records,

and one archival copy required by law or internal compliance policy.

Page 34 of 50

Article

V, Article VII (Intellectual Property Ownership), Article XI, Article XII, Article XIII, Article XV, Article XVI, and Article XVII, together

with accrued payment obligations and any provision that by its nature should survive, survive termination or expiration.

Termination

or expiration shall not impair Licensee’s ownership of Trial Results, Derivative IP (other than Jointly Owned IP), or BPC-Developed

Indication IP, or the Parties’ joint ownership of Jointly Owned IP, under Article VII and Section 2.7, and shall not eliminate

payment, audit, confidentiality, indemnity, or other accrued rights.

ARTICLE

CONFIDENTIALITY

Section

15.1 Definition.

“Confidential

Information” means non-public information disclosed by or on behalf of a Party to the other Party in connection with this Agreement,

including technical information, Know-How, clinical and regulatory data, Trial Results, Derivative IP, business plans, financial information,

sublicense terms, and the terms of this Agreement.

Section

15.2 Confidentiality Obligations.

The

Receiving Party shall protect the Disclosing Party’s Confidential Information using at least reasonable care and no less care than

it uses for its own information of similar sensitivity.

(a) The

Receiving Party shall use Confidential Information solely to exercise rights or perform obligations

under this Agreement and shall not disclose it to a Third Party except as permitted below.

(b) The

Receiving Party shall limit access to Representatives who need to know the information and

are bound by confidentiality obligations no less protective than this Article XV.

Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure

and reasonably cooperate in mitigating the resulting harm.

Neither

Party may use the other Party’s Confidential Information to compete with the other Party or to circumvent the Licensed Rights,

the ROFR, or the revenue-sharing provisions.

Section

15.3 Permitted Disclosures.

(a) A

Party may disclose Confidential Information to its Representatives, professional advisers,

actual or potential financing sources, insurers, auditors, and permitted sublicensees or

Affiliates, in each case subject to confidentiality obligations.

(b) A

Party may disclose Confidential Information as required by Applicable Law, court order, securities

rule, or Governmental Authority, provided that, where legally permitted, it gives prior notice

and reasonably cooperates in seeking confidential treatment.

Page 35 of 50

may disclose Confidential Information to Regulatory Authorities and securities markets as

reasonably necessary for development, regulatory submissions, financing, OTC review, investor

communications, or commercialization, subject to appropriate protections.

(d) Licensor

may disclose Confidential Information to Regulatory Authorities to perform Sponsor obligations

or support the Licensed Rights, but may not disclose Licensee’s Confidential Information

to a competitor except as required by law.

Section

15.4 Exclusions.

Confidential

Information does not include: (a) information that is or becomes publicly available through no breach of this Agreement; (b) was lawfully

known to the Receiving Party without restriction before disclosure; (c) is independently developed without use of the Disclosing Party’s

Confidential Information; or (d) is lawfully received from a Third Party without breach of a confidentiality obligation.

Section

15.5 Duration.

The

obligations under this Article XV continue during the Term and for 5 years after termination or expiration. Obligations relating to trade

secrets, Know-How, non-public regulatory data, and other information protected as a trade secret continue for so long as the information

remains legally protectable and non-public.

Section

15.6 Return and Retention.

Upon

written request after termination or expiration, the Receiving Party shall return or destroy the Disclosing Party’s Confidential

Information, subject to legal, regulatory, archival, and automatic-backup retention requirements.

Licensee

may retain Trial Results, Derivative IP (including Licensee’s interest in Jointly Owned IP), BPC-Developed Indication IP, regulatory

records, audit materials, and one archival copy of other Confidential Information to the extent necessary to exercise retained rights,

comply with law, or defend a claim.

Section

15.7 Licensee Information and Derivative IP.

Licensor

shall not use Licensee’s Confidential Information, Derivative IP (other than Jointly Owned IP, which Licensor may use in accordance

with Section 7.5), or BPC-Developed Indication IP except to perform this Agreement and shall not disclose it to a competitor of Licensee.

Section

15.8 Remedies.

breach of this Article XV may cause irreparable harm for which monetary damages are inadequate. The non-breaching Party may seek injunctive

relief, specific performance, and other equitable remedies, in addition to any other available remedy.

Page 36 of 50

Section

15.9 Publicity and OTC/SEC Reviews.

The

Parties may disclose the existence and principal terms of this Agreement as reasonably necessary for Taiwan OTC and US SEC reviews, securities

filings, investor communications, financing, regulatory submissions, and compliance with Applicable Law, subject to redaction of competitively

sensitive information where permitted.

Party making a permitted public disclosure shall, where practicable, provide the other Party a reasonable opportunity to review the disclosure

for accuracy and confidentiality concerns.

The

obligations in this Article XV apply to all Confidential Information exchanged before or after the Effective Date and survive in accordance

with Section 15.5.

ARTICLE

XVI

GOVERNING

LAW AND DISPUTE RESOLUTION

Section

16.1 Governing Law.

This

Agreement shall be governed by and construed in accordance with the Laws of the Republic of China (Taiwan), without regard to conflict-of-laws

principles that would require application of another jurisdiction’s laws.

Section

16.2 Good-Faith Negotiation.

Party shall give written notice of a dispute, and the Parties shall first attempt in good faith to resolve it through negotiation for

30 days after receipt of the notice.

Section

16.3 Jurisdiction.

the dispute is not resolved through negotiation, the Taipei District Court shall have exclusive jurisdiction as the court of first instance

over any dispute arising out of or relating to this Agreement, including its validity, interpretation, performance, breach, or termination.

Section

16.4 Continuing Performance.

During

any dispute, each Party shall continue performing all undisputed obligations, including payment, confidentiality, safety, regulatory,

trial, technology-transfer, and compliance obligations.

Nothing

in this Article XVI prevents either Party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction

to protect Confidential Information, Licensed Rights, safety, or regulatory continuity.

Section

16.5 Language.

The

language of court proceedings shall be Chinese, provided that the English version of this Agreement shall govern its interpretation and

the Parties may submit English-language evidence with a Chinese translation if required.

The

Parties shall reasonably cooperate in translating documents and evidence required for dispute resolution.

Page 37 of 50

Each

Party shall bear its own legal costs unless the court orders otherwise, and the prevailing Party may seek recoverable costs to the extent

permitted by Applicable Law.

Party’s failure to enforce a right immediately shall not waive that right or any later enforcement of the same or another right.

Section

16.6 Scope of Relief.

court may grant any remedy available under Applicable Law, including damages, specific performance, injunctive relief, declaratory relief,

and enforcement of the Licensed Rights.

Any

settlement of a dispute must be in writing and signed by authorized representatives of both Parties to be binding.

This

Article XVI survives termination or expiration to the extent necessary to resolve a dispute arising before termination or expiration.

Section

16.7 Regulatory Continuity.

The

Parties shall cooperate to prevent a dispute from interrupting subject safety, pharmacovigilance, regulatory reporting, or other legally

required activities relating to a Licensed Indication.

Party may seek emergency relief to protect patients, maintain regulatory status, preserve evidence, or prevent misuse of Licensed IP

or Confidential Information.

The

remedies in this Article XVI are cumulative and do not exclude any remedy available under Applicable Law.

ARTICLE

XVII

MISCELLANEOUS

Section

17.1 Entire Agreement.

This

Agreement, including its Schedules, constitutes the entire agreement between the Parties concerning the Licensed Rights and supersedes

all prior negotiations, proposals, term sheets, understandings, and communications concerning that subject matter.

Section

17.2 Amendments.

This

Agreement may be amended, modified, or supplemented only by a written instrument signed by both Parties.

Section

17.3 Waiver.

waiver is effective unless in writing and signed by the waiving Party. A waiver of one breach is not a waiver of another or later breach.

Section

17.4 Severability.

a provision is invalid or unenforceable, the remaining provisions remain in effect and the Parties shall negotiate a valid replacement

that most closely preserves the original commercial intent.

Page 38 of 50

Section

17.5 Assignment.

Licensee

may assign this Agreement, in whole or in part, to an Affiliate with prior written notice to Licensor, provided Licensee remains responsible

for its obligations unless the assignee assumes them in writing.

Licensor

may not assign, transfer, delegate, or otherwise dispose of this Agreement or any Licensed IP affecting the Licensed Rights without Licensee’s

prior written consent, except in connection with a Change of Control of Licensor, in which case the successor or assignee shall be bound

by all of Licensor’s obligations under this Agreement and the Licensed Rights shall continue in full force and effect. For the

avoidance of doubt, Licensor’s capital increases, equity financings, reorganizations, and corporate governance matters do not require

Licensee’s consent and are within Licensor’s sole discretion, provided that such transactions do not constitute a Change

of Control.

Any

purported assignment in violation of this Section is void, except that a permitted successor in a Licensor Change of Control remains

bound by this Agreement.

Section

17.6 Notices.

All

notices must be in writing and delivered by personal delivery, internationally recognized courier, registered or certified mail, or email

to the designated contacts below.

notice is effective on delivery if delivered personally, on confirmed receipt if sent by courier or registered mail, and on confirmed

transmission if sent by email before 5:00 p.m. Taipei time on a Business Day; otherwise, it is effective on the next Business Day.

Each

Party shall designate a contact person, mailing address, courier address, and email address for notices and shall notify the other Party

of any change in writing.

Licensor

notice contact:

Ainos,

Inc.,

Attn:

[***]

address:

[***]

email:

[***].

Licensee

notice contact:

BioPhoenix

Co., Ltd.

Attn:

[***]

address:

[***]

email:

[***]

Page 39 of 50

Section

17.7 Force Majeure.

Force Majeure Event includes natural disaster, epidemic, pandemic, war, terrorism, civil unrest, governmental action, embargo, labor

disruption, utility failure, transportation failure, or communications failure beyond a Party’s reasonable control.

The

affected Party shall notify the other Party promptly, describe the expected impact, use commercially reasonable mitigation efforts, and

resume performance as soon as practicable.

Force

majeure does not excuse payment obligations accrued before the event or obligations relating to confidentiality, patient safety, pharmacovigilance,

regulatory reporting, or protection of Licensed IP.

Section

17.8 Anti-Corruption and Compliance.

Each

Party represents and covenants that it and its Affiliates will comply with the U.S. Foreign Corrupt Practices Act, the United Nations

Convention against Corruption (UNCAC), applicable anti-corruption, anti-bribery, anti-money-laundering, sanctions, export-control, and

healthcare laws in performing this Agreement.

Neither

Party shall offer, promise, authorize, request, or accept an improper payment or benefit in connection with the Licensed Rights, clinical

activities, regulatory submissions, or sublicensing.

Party shall promptly notify the other of a material compliance investigation, violation, or governmental inquiry relating to this Agreement

and shall reasonably cooperate in remediation.

Section

17.9 Counterparts and Electronic Signatures.

This

Agreement may be executed in counterparts, each deemed an original, and signatures delivered electronically or by PDF shall be effective

as original signatures.

Section

17.10 No Third-Party Beneficiaries.

Except

for indemnified parties expressly protected under Article XII, this Agreement benefits only the Parties and their permitted successors

and assigns and creates no rights in other Persons.

Section

17.11 Expenses.

Except

as expressly provided in this Agreement, each Party shall bear its own costs and expenses in negotiating, executing, and performing this

Agreement.

Section

17.12 Further Assurances.

Each

Party shall execute documents and take actions reasonably necessary to carry out this Agreement, protect the Licensed Rights, complete

the Technology Transfer, and maintain regulatory continuity.

Section

17.13 Language.

This

Agreement is executed in English. If translated, the English version controls in the event of any inconsistency.

Page 40 of 50

Section

17.14 Interpretation.

Headings

are for convenience only and do not affect interpretation.

“Including”

means “including without limitation.” References to Articles, Sections, and Schedules refer to this Agreement unless otherwise

specified.

Words

in the singular include the plural and vice versa; “or” is not exclusive; and “shall” and “will”

are mandatory while “may” is permissive.

Section

17.15 Order of Precedence.

a Schedule conflicts with the body of this Agreement, the body controls unless the Schedule expressly states that it overrides a specified

provision.

provision of this Agreement shall be interpreted to expand the Licensed Indications beyond Sjögren’s Disease and Thrombocytopenia

except through a written amendment or an exercised ROFR.

This

Section 17.15 and the other miscellaneous provisions survive termination to the extent necessary to interpret or enforce accrued rights.

Section

17.16 Binding Effect.

This

Agreement binds and benefits the Parties and their permitted successors and assigns.

The

Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

Page 41 of 50

WITNESS WHEREOF, the Parties have caused this License Agreement to be executed by their duly authorized representatives as of the date

first written above.

LICENSOR:

Ainos,

Inc.

By:

/s/

Eddy Tsai

Name:

Eddy

Tsai

Title:

Chairman

Date:

September

24, 2026

LICENSEE:

BioPhoenix

Co., Ltd.

By:

/s/

Hsin-Hung Wu

Name:

Hsin-Hung

Title:

Chairman

Date:

September

24, 2026

Page 42 of 50

SCHEDULE

Licensed

Patents and Patent Applications

Page 43 of 50

SCHEDULE

Licensed

Trademarks

Page 44 of 50

SCHEDULE

Clinical

Data and Regulatory Data

Page 45 of 50

SCHEDULE

Know-How,

CMC, Formulations, Manufacturing Technology, and Processes

Page 46 of 50

SCHEDULE

Licensed

Indications and ROFR Indications

Page 47 of 50

SCHEDULE

Third-Party

Rights, Existing Agreements, and Required Consents

Page 48 of 50

SCHEDULE

Complete

Data Package Deliverables List

Page 49 of 50

SCHEDULE

Sub-licensing

Revenue Share Calculation Methodology

Page 50 of 50

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

Ainos

Details Partner-Funded VELDONA Development and Revenue Opportunities, Reinforcing Focus on Chemical Intelligence

Initial

license payment tied to near-term contractual delivery; additional payment opportunities may arise during development, before drug approval

Partner

assumes assigned clinical and regulatory funding and execution, reducing Ainos’ independent capital and staffing requirements

Ainos

retains existing platform ownership and 25% of applicable net sublicensing revenue; potential economic participation extends beyond the

$10 million licensing framework

HOUSTON,

TX / September 28, 2026 / Ainos, Inc. (NASDAQ: AIMD, AIMDW) (“Ainos” or the “Company”) today detailed the financial

and strategic benefits of the VELDONA® License Agreement announced on September 24, 2026 (the “Agreement”). Ainos expects

to complete the agreed contractual delivery shortly, with an initial license fee of $600,000 payable within 15 business days after

the applicable payment conditions are satisfied. This payment does not depend on completion of future clinical trials or receipt of marketing

approval.

The

pharmaceutical development partner identified in the September 24 announcement (the “licensee”) will fund and execute the

clinical and regulatory activities assigned to it for the two initial globally licensed indications, Sjögren’s disease and

thrombocytopenia. This structure reduces Ainos’ need to independently finance subsequent development, expand specialist teams and

devote additional management resources to pharmaceutical execution, supporting the Company’s priority investment in Chemical Intelligence.

Ainos

is also entitled to 25% of applicable net sublicensing revenue. Qualifying transactions may generate upfront payments, option

fees and development or regulatory milestones during clinical development, creating opportunities for payments to Ainos before a product

reaches the market.

Multiple

Payment Opportunities Beyond the Initial License

The

Agreement provides distinct sources of potential consideration:

● Initial

license fee: $600,000 payable under the contractual delivery and payment provisions.

● Sublicensing

participation: 25% of applicable net sublicensing revenue, which may include upfront

payments, option fees, milestones, royalties and other consideration covered by the Agreement.

● First-sublicense

fee: A separate, one-time fee payable within 30 days after the first third-party sublicense

takes effect, without reducing or offsetting Ainos’ applicable revenue share.

● Additional

indication licenses: A pathway for 15 additional VELDONA indications, subject to applicable

contractual rights, separate definitive agreements and payment.

● Product

supply: Opportunities under separately negotiated agreements and accepted purchase orders.

The

potential $10 million framework comprises the initial license fee, conditional additional-indication consideration and the first-sublicense

fee. Partner-funded development expenditures, applicable sublicensing revenue participation and potential product supply revenue are

additional to that framework. Where additional indication licenses carry forward the 25% net sublicensing participation, that share would

be additional to the corresponding license fees.

Accordingly,

$10 million is not a ceiling on Ainos’ total economic participation. Further value will depend on completed licenses, qualifying

sublicensing transactions and supply arrangements. Neither party is obligated to complete all 15 additional licenses, and the framework

represents neither guaranteed revenue nor a platform valuation.

The

25% share applies to the defined net sublicensing revenue base, subject to permitted deductions and other applicable terms. Payments

depend on qualifying transactions, receipt of consideration and contractual payment provisions; clinical activity alone does not trigger

a payment. License fees, the first-sublicense fee and separate supply payments are independent of that percentage calculation.

Ainos

may also negotiate direct licenses for available indications with other third parties, subject to the licensee’s applicable contractual

priority rights. Consideration contemplated under this Agreement does not set a ceiling on those separately negotiated transactions.

Established

Clinical and Intellectual Property Foundations

VELDONA

is a low-dose oral interferon alpha platform administered as a lozenge through the oral mucosa. Its clinical records, relevant patents,

regulatory history and manufacturing knowledge provide an established base for further development.

Sjögren’s

disease: Historical Phase II and Phase III programs include approximately 497 patients across two Phase III studies, providing human

exposure and clinical information to inform future trial design and regulatory discussions. This is historical development experience;

it does not indicate that a new registration trial is underway or that approval is assured.

Thrombocytopenia:

Assets addressing this blood disorder—characterized by low platelet counts and increased bleeding risk—include relevant patent

protection and human research examining platelet recovery. Historical evidence includes findings in patients with thrombocytopenia from

a randomized, double-blind, placebo-controlled study involving 169 participants. These records support further investigation and patient-population

selection, rather than establishing approval or clinical benefit for every cause of low platelet counts.

Across

the broader platform, Ainos’ previously disclosed history spans approximately four decades and 68 studies—three Phase I,

63 Phase II and two Phase III—covering 16 disease indications and healthy volunteers. Nearly 6,000 participants were enrolled,

approximately 4,600 received oral interferon alpha, and treatment extended up to five years in certain studies. This history provides

safety, tolerability and exposure information, while further clinical, manufacturing and regulatory evidence remains necessary under

current standards.

Complementary

Expertise, Defined Responsibilities and Lower Independent Resource Requirements

Ainos

contributes its existing VELDONA assets and agreed technical support. The licensee funds and executes its assigned development activities,

including clinical studies, CRO services, trial sites and investigators, investigational drug procurement, testing, data management,

statistical analysis and safety reporting. Regulatory responsibilities include specialist consultants, applications, supplemental studies

and responses to agency questions.

The

parties intend to advance the programs toward applicable marketing authorizations, including activities required to seek U.S. FDA approval

and TFDA activities specified in the agreed development plan. Ainos retains its contractual responsibilities; chemistry, manufacturing

and controls work, intellectual property maintenance and other costs remain subject to the agreed allocation.

This

division of work reduces the need for Ainos to independently build and finance a larger pharmaceutical development organization. Existing

records can also inform planning and reduce duplication of certain preparatory work. Actual time and cost benefits will depend on development

requirements and execution. Near-term priorities are contractual delivery, satisfaction of the initial payment conditions and development

planning.

Industry

research illustrates the scale of late-stage development. A 2025 study covering 631 projects across 22 Japanese pharmaceutical companies

reported separate Phase II and Phase III median costs that together equated to approximately $54 million; for projects targeting U.S.

or European approval, the Phase III median alone was approximately $74 million.[1] These figures are industry context, not

a VELDONA budget, a fixed partner funding commitment or an estimate of Ainos’ savings.

Preserving

VELDONA Ownership and Prioritizing Chemical Intelligence

Ainos

retains ownership of its existing VELDONA platform and background intellectual property, subject to the rights granted under the Agreement.

The initial license includes manufacturing rights for the agreed indications and does not transfer ownership of the existing platform.

Eddy

Tsai, Chairman, President and Chief Executive Officer of Ainos, commented:

“As

we continue to make progress in AI Nose and Chemical Intelligence, the importance of focused execution is increasing. Chemical Intelligence

is our first strategic priority, and we want our capital, talent and management attention concentrated on advancing customer adoption

and the chemical sensing, real-world data and AI capabilities behind it. Bringing in a pharmaceutical development partner for VELDONA

supports that focus while providing a path forward for the clinical knowledge, intellectual property and manufacturing expertise we have

already built. We contribute our existing assets and technical knowledge; the partner funds and executes its assigned clinical and regulatory

work.

“We

retain ownership of our existing platform, subject to the licensed rights, and participate through contractual payments, applicable sublicensing

proceeds and potential supply opportunities. This creates opportunities to receive value before drug approval while reducing our need

to independently finance development or expand a pharmaceutical organization. For shareholders, the objective is to advance VELDONA through

complementary expertise and keep Ainos focused on Chemical Intelligence. We will measure progress through delivery, payments received,

development milestones and execution in our core AI business.”

About

Ainos

Ainos,

Inc. (NASDAQ: AIMD, AIMDW) develops AI Nose and Chemical Intelligence technologies that convert real-world chemical and scent signals

into actionable information. The Company also holds the VELDONA low-dose oral interferon alpha platform, which it seeks to advance through

pharmaceutical licensing and development collaborations.

Forward-Looking

Statements

This

release contains forward-looking statements within the meaning of applicable U.S. securities laws, including statements concerning delivery

and payment timing; partner funding and execution; sublicensing, additional licenses and product supply; clinical and regulatory plans;

resource efficiencies; and future commercial value. These statements reflect current expectations and are subject to risks and uncertainties,

including satisfaction of contractual conditions, counterparty performance and financial resources, completion of qualifying transactions,

clinical results, regulatory requirements, manufacturing readiness and execution of the Company’s strategy. Actual results may

differ materially.

Historical

clinical experience does not guarantee future safety, efficacy, approval or commercial success. No guaranteed commercialization timetable

or quantified savings have been established. Potential receipts are not equivalent to recognized revenue; recognition depends on applicable

accounting requirements and satisfaction of relevant performance obligations. Additional risks are described in Ainos’ SEC filings.

The Company undertakes no obligation to update forward-looking statements except as required by law.

Reference

[1]

Okada, N. and Takahashi, Y. “Cost and Duration of Clinical Trials in Drug Development by Japanese Pharmaceutical Companies.”

Pharmaceutical Medicine 39, 199–207 (2025). Dollar equivalents use the study’s reference exchange rate of JPY 109

per U.S. dollar. The approximately $54 million figure adds separate phase-specific medians; it is not an observed median total development

cost. Source.

Forward-Looking

Statements

Certain

statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking

statements. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends,

which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results and other

events may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking

statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are a number of

important factors that could cause actual results, developments, business decisions or other events to differ materially from those contemplated

by the forward-looking statements in this press release. These factors include, among other things, the uncertainty of the contemplated

collaboration framework and the expected receipt of license fees, manufacturing license fees and other consideration thereunder; our

expectation that we will incur net losses for the foreseeable future; our ability to become profitable; our ability to raise additional

capital to continue our product development; our ability to accurately predict our future operating results; our ability to advance our

current or future product candidates through clinical trials, obtain marketing approval and ultimately commercialize any product candidates

we develop; the ability to obtain and maintain regulatory approval of our licensed indications and product candidates; delays in completing

the development and commercialization of our current and future product candidates; developing and commercializing additional products,

including diagnostic testing devices; our ability to compete in the marketplace; compliance with applicable laws, regulations and tariffs,

and factors described in the Risk Factors section of our public filings with the Securities and Exchange Commission (SEC). Because forward-looking

statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions

of future events. These forward-looking statements speak only as of the date of this press release and, except to the extent required

by applicable law, the Company undertakes no obligation to update or revise these statements, whether as a result of any new information,

future events and developments or otherwise.

Investor

Relations

ir@ainos.com

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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