Item 1.01 Entry Into a Material Definitive Agreement.

On December 7, 2021, Ainos, Inc., a Texas corporation (the "Company") entered into an Oral Antiviral Therapy Development and Sales Agreement ("Agreement") with InnoPharmax, Inc., a Taiwan corporation ("InnoPharmax").

Pursuant to the Agreement, the Company and InnoPharmax agreed to jointly develop and promote an orally administered cytotoxin-induced complementary combined therapy ("CICCT") for the treatment of COVID-19 and potentially other viral infections. The companies plan to develop this combined therapy leveraging Ainos' VELDONA® drug platform based on low-dose oral interferon along with InnoPharmax's orally administered antiviral drug, GemOral®.

Initially, both Parties will undertake and equally share in the costs for preclinical research, animal trials, and clinical trials of subjects that have tested positive for COVID-19 and thereafter, if the foregoing preclinical trials are successful, the Company will conduct additional clinical trials and be responsible for obtaining regulatory approvals at its own cost. InnoPharmax is obligation to provide technical support for the clinical trials and regulatory approvals for the CICCT product.

If the planned CICCT product is approved by relevant regulators, the Parties agreed to equally share net profits and jointly license regional licensing, if any, of the CICCT products. The Company will be responsible for global sales, marketing and after-sales service and InnoPharmax is responsible for quality control oversight of research and development, disease indication development, and manufacturing.

The Agreement is effective December 7, 2021 and has a term of twenty (20) years with six (6) month extensions thereafter, subject to early termination rights. The Agreement includes a mutually agreed ten million dollar ($10,000,000) punitive damages and contract damages stipulation if either Party breaches its confidentiality and non-disclosure duties.

Item 7.01 Regulation FD Disclosure

On December 7, 2021, the Company issued a press release relating to the execution of the Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished with this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1, 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 Statements and Exhibits.

The following exhibits are filed as part of this report:





(d) Exhibits



Exhibit No.   Description
  99.1          Press Release





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