0001104659-23-066265 Sample Contracts

Contract
Promissory Note • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Washington

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed

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Cellular Bioengineering, Inc. The Regenerative Medicine Company
License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus
ASSIGNMENT, ASSUMPTION AND NOTE CONVERSION AGREEMENT
Assignment, Assumption and Note Conversion Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus

THIS ASSIGNMENT, ASSUMPTION AND NOTE CONVERSION AGREEMENT (the “Agreement”) effective as of January 25, 2023 (the “Effective Date”) is among Longevity Biomedical, Inc., a Delaware corporation (the “Company”), FutureTech Partners LLC, a Delaware limited liability company (“Partners”), and FutureTech Capital LLC, a Delaware limited liability company (“Capital”).

Second Amendment to License Agreement
License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus

Whereas, the University of Ottawa and Cellular Bioengineering, Inc. (each a "Party" and together, the "Parties"), have executed a License Agreement effective October 191", 2007, as amended by the First Amendment dated June 6, 2008;

Technology Transfer/Manufacturing Agreement
Technology Transfer/Manufacturing Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus

This Technology Transfer Agreement (this “Agreement”) is effective as of September 30, 2022 (the “Effective Date”), by and between Essent Biologics, LLC, a Delaware corporation (“Essent”), Johns Hopkins University on behalf of its School of Medicine, a Maryland non-profit educational institution, (“JHU”), and Aegeria Soft Tissue, LLC, a Delaware limited liability company with no Affiliates. “Aegeria”). Essent, JHU and Aegeria are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Washington

This Management Services Agreement (this “Agreement”), is made and entered into as of May 1, 2022 (the “Effective Date”), by and among Cerevast Medical, Inc., a Delaware corporation (the “Service Provider”), Longevity Biomedical Inc., a Delaware corporation (the “Company”) and Futuretech Partners, LLC, a Delaware limited Liability Company (the “Company Funder”).

AMENDMENT #1 TO MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus

This Amendment #1 to the Management Services Agreement (this “Amendment #1”), is made and entered into as of November 1, 2022 (the “Effective Date”), by and among Cerevast Medical, Inc., a Delaware corporation (the “Service Provider”), Longevity Biomedical Inc., a Delaware corporation (the “Company”) and Futuretech Partners, LLC, a Delaware limited Liability Company (the “Company Funder”), collectively (the “Parties”).

EXCLUSIVE LICENSE AGREEMENT Johns Hopkins University and NovoKera, LLC JHU Agreement Number A40899
Exclusive License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Maryland

This AGREEMENT is entered into by and between the Johns Hopkins University (“JHU”), a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 and, NovoKera, LLC (“LICENSEE”), a Nevada corporation having an address at 2777 Paradise Rd, Las Vegas, Nevada 89109, United States and is effective on the 22nd day of March 2023 (“EFFECTIVE DATE”).

AMENDMENT #1 TO LICENSE AGREEMENT
License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus

This amendment #1 (“Amendment #1”, A41953) to the Exclusive License Agreement is entered into as of December 22, 2022 (the “Amendment #1 Effective Date”) by and between Aegeria Soft Tissue LLC, a Delaware limited liability company with offices at 3007 St. Paul Street, Baltimore, Maryland 21218 (“AST”) and the Johns Hopkins University, a Maryland not-for-profit corporation having and address at 3400 N. Charles Street, Baltimore, Maryland 21218-2695 (“JHU”).

AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”), which is amended and restated as of February 16, 2018, is entered into between Cerevast Medical, Inc., a Delaware corporation (“Cerevast”), and Doheny Eye Institute, a California nonprofit public benefit corporation (“Doheny”).

LICENSE AGREEMENT
License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS LICENSE AGREEMENT (“Agreement”) is entered into and effective this 8th day of March 2018, (the “Effective Date”) by and between Transducerworks, LLC (“TW’) having an office located at 2821 Earlystown Rd, Centre Hall, PA 16828, and Cerevast Medical, Inc. (Cerevast) having an office located at 11601 Willows Road NE, Suite 100, Redmond, WA 98052, individually referred to as “Party” and collectively referred to as the “Parties.”

LICENSE AGREEMENT
License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus

THIS AGREEMENT is made by and between the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences, a public institution of higher education having principal offices at 2404 North University Avenue, Little Rock, Arkansas 72207 United States of America (hereinafter “UNIVERSITY”), and ImaRx Therapeutics, Inc. having a principal place of business at 1635 East 18th Street, Tucson, Arizona 85719 (hereinafter “LICENSEE”).

EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY AEGERIA LLC JHU Agreement: # - A19595 LICENSE AGREEMENT
Exclusive License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Maryland

THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Aegeria Soft Tissue LLC, a Delaware limited liability company registered to do business in Maryland, having an address at 3007 St. Paul Street, Baltimore, MD 21218 (“Company”), with respect to the following:

Contract
License Agreement • May 31st, 2023 • Denali SPAC Holdco, Inc. • Electromedical & electrotherapeutic apparatus • Ontario

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed

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