Exhibit 6.1

EXCLUSIVE LICENSE AGREEMENT

AGT. NO. A2024-1406

This Exclusive License Agreement (the “Agreement”) is made this 16th day of July, 2024 (the “Effective Date”) by and between the Ohio State Innovation Foundation, with an address at 1050 Carmack Rd., Columbus, OH 43201 (hereinafter, “OSIF”) and Jabez Biosciences, Inc., with an address at 6393 Blackstone Drive, Zionsville, IN, 46077 (hereinafter, “Licensee”); collectively, “Parties”, or singly, “Party”.

WHEREAS, OSIF, the technology transfer function for The Ohio State University (“OSU”) and Hendrix College (“Hendrix”) owns Licensed Subject Matter;

WHEREAS, OSIF and Hendrix have entered into an Inter-Institutional Agreement (“IIA”) where OSU controls Licensed Subject Matter and has the sole right to license Licensed Subject Matter on behalf of both OSIF and Hendrix;

WHEREAS, OSIF and Hendrix desire to have the Licensed Subject Matter developed and used for the benefit of the public; and

WHEREAS, Licensee desires to license the Licensed Subject Matter to develop and commercialize Licensed Products under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties hereby agree as follows:

“Affiliate” means any entity that: (a) directly or indirectly owns or controls; (b) is owned or controlled by; or (c) is under common ownership or control with another entity; where “ownership” and “control” mean: (i) possession, or the right to possession, of at least fifty percent (50%) of the voting stock of the entity; (ii) the power to direct the management and policies of the entity; (iii) the power to appoint or remove a majority of the board of directors of the entity; or (iv) the right to receive fifty percent (50%) or more of the profits or earnings of the entity. While an entity is entitled to the benefits of an Affiliate under this Agreement for only the period of time the entity qualifies as an Affiliate under this definition, all obligations under this Agreement that accrued to the entity while an Affiliate shall survive until fulfilled even though the entity no longer qualifies as an Affiliate.

“Confidential Information” means all non-public information, whether provided orally, in writing or through tangible materials, that is treated as confidential and/or proprietary when provided by one Party (“Discloser”) to the other Party (“Recipient”); unless the information: (a) was already in possession of Recipient (or when Recipient is OSIF, in its possession or that of OSU) when provided by Discloser, as shown by competent evidence; (b) is now, or becomes in the future, public knowledge other than through a violation of this Agreement; (c) is independently developed by individual(s) without knowledge of or access to the Confidential Information, as shown by contemporaneously written records; or (d) is lawfully obtained without restriction from a third party who did not obtain the information directly or indirectly from Discloser (or when the Discloser is OSIF, from OSIF or OSU).

“Contract Period” means each of the three-month periods ending on June 30, September 30, March 31, or December 31 of each Contract Year.

“Contract Year” means each 12-month period ending on December 31.

“Designee” means (i) OSIF or (ii) any entity to which any of OSIF’s rights under Section 3 have been assigned, including to any Affiliate of OSIF.

“Equity Financing” means a cash investment in exchange for any equity securities or securities exchangeable or convertible into equity securities including, without limitation, any capital stock (common or preferred) in a corporation; membership units, shares, or interests in a limited liability company; or partnership interests or shares of a limited partnership.

“Field of Use” means all fields of use.

“First Commercial Sale” means with respect to a given Licensed Product in a particular country, the first sale to a third party of such Licensed Product in such country, after obtaining all required Regulatory Approvals in such country. For the avoidance of doubt, a First Commercial Sale shall not include the supply of any unreimbursed Licensed Product in reasonable quantities, taking all relevant factors into consideration, for use in research or development, including clinical trials, or donated for promotional, advertising or other purposes or for compassionate use.

“Government” means any agency, department or other unit of the United States of America or the State of Ohio.

“including” means including, but without limitation.

“Licensed Product” means any product or process that: (a) is claimed whole or in part by the Patent Rights; and/or (b) is itself, or whose development, manufacture, use, sale or importation, uses, incorporates, is made with and/or is or was created or derived from any Technology Rights.

“Licensed Subject Matter” means Patent Rights and/or Technology Rights.

“Net Sales” means the gross amount of consideration received by Licensee, Affiliates, and/or Sublicensees for Licensed Products sold, leased, transferred, used, performed or otherwise provided, less the amount specifically identified on the invoice for the following items directly attributable to the Licensed Products and borne by Licensee, Affiliates, or Sublicensees as the provider: (a) discounts and rebates granted; (b) sales, value added, use and other taxes and government charges, including import and export duties, but excluding income taxes; (c) freight, transport, packing and transit insurance charges; and (d) amounts refunded, allowed or credited due to rejections or returns, but not exceeding the original invoiced amount. Net Sales on Licensed Products transferred as part of a non-cash exchange or where the gross amount is not in immediately available funds shall be calculated at the average amount invoiced to third parties for such Licensed Products in the same country in the Contract Period. If there is no average amount, then OSIF shall select another reasonable benchmark.

“Non-Royalty Sublicensing Consideration” means the gross amount of consideration, excluding Net Sales, received directly or indirectly by Licensee, Affiliate and/or each Sublicensee that grants a further Sublicense Agreement, including any: (a) fees, including fixed, option, distribution, license, maintenance and joint marketing fees; (b) payments, including milestones and minimum royalty payments; (c) non-cash consideration, including equity, the fair market value for each cross-license of intellectual and/or tangible property and debt forgiveness; (d) funding in excess of Licensee’s or such Sublicensee’s bona fide cost of performing the prospective research and development of Licensed Products; and (e) any other property, remuneration or value given or exchanged for a Sublicense Agreement regardless of how any party characterizes such consideration. Non-Royalty Sublicensing Consideration does not include consideration where Licensee is expressly obligated, through the Sublicense Agreement, to allocate such consideration directly for performing research and development (“R&D Purposes”) for furthering the development of a Licensed Product. R&D Purposes are activities with expenses and costs including but not limited to manufacturing development, regulatory approval, clinical trial activities, label expansion approvals, and other reasonable and documented costs related to performing the research and development of a Licensed Product.

“Patent Rights” means OSIF’s rights in all: (a) patents and/or patent applications listed in Appendix 1; (b) patent applications that claim priority thereto, including all divisionals, continuations and continuations-in-part (but only to the extent of the subject matter that is fully disclosed and enabled by (a) to satisfy 35 U.S.C. §112); (c) patents issuing on (a) and/or (b); and (d) reissues, reexaminations, extensions and supplementary protection certificates referencing any of the foregoing.

“Payment Deadline” means each day that is thirty (30) days after the last day of any particular Contract Period.

“Phase I Clinical Trial” means the first human clinical trial phase I trial of a Licensed Product, sponsored, controlled, or managed by Licensee, the principal purpose of which is preliminary determination of safety in healthy individuals or patients to satisfy the requirements of 21 C.F.R. §312.21(a), or any other requirements, or a similar clinical study prescribed by the Regulatory Authorities in a country other than the United States. Such phase I clinical trial shall be deemed to have commenced when such Licensed Product is first administered to any patient enrolled in such phase I clinical trial.

“Phase II Clinical Trial” means the first human clinical trial phase II trial, including the phase II portion of a phase I/II trial, of a Licensed Product, sponsored by Licensee, the principal purpose of which is preliminary evaluation of clinical efficacy and safety, and/or to obtain an indication of the dosage regimen required as more fully defined in 21 C.F.R. §312.21(b), or a similar clinical trial prescribed by the Regulatory Authorities in a country other than the United States. Such phase II clinical trial shall be deemed to have commenced when such Licensed Product is first administered to any patient enrolled in such phase II clinical trial.

“Phase III Clinical Trial” means the first human clinical trial phase III trial, including the phase III portion of a phase II/III, of a Licensed Product, sponsored by Licensee, the principal purpose of which is to establish safety and efficacy in patients with the disease being studied in a manner sufficient to file for Regulatory Approval of such product and would satisfy the requirements of 21 C.F.R. §312.21(c), or a similar clinical trial prescribed by the Regulatory Authorities in a country other than the United States. Such phase III clinical trial shall be deemed to have commenced when such Licensed Product is first administered to any patient enrolled in such phase III clinical trial.

“Regulatory Approval” means, in any given country, the granting by the Regulatory Authority(ies) in that country of all approvals that are necessary for the manufacturing, distributing, marketing, sale, pricing and reimbursement of a drug product.

“Regulatory Authority(ies)” means any federal, state or local regulatory agency, department, bureau or other government entity, including without limitation the FDA, EMEA or PMDA, which has responsibility for granting any licenses or approvals or granting pricing and/or reimbursement approvals necessary for the marketing and sale of a Licensed Product in any country.

“Sublicense Agreement” means any agreement or arrangement pursuant to which Licensee directly or indirectly through intermediaries authorizes a third party to: (a) develop, manufacture, offer for sale, sell, lease, transfer, import and/or otherwise provide a Licensed Product; or (b) practice the Licensed Subject Matter; regardless of whether the agreement or arrangement requires or is captioned as a license or sublicense under the Licensed Subject Matter.

“Sublicensee” means any third party, including an Affiliate, with a Sublicense Agreement.

“Technology Rights” means OSIF’s rights in unpatented subject matter, data (excluding protected health information as defined in the Health Insurance Portability and Accountability Act of 1996, codified as 42 U.S.C. 1320d or other personal protected information), and tangible materials, including Confidential Information, that are: (a) directly related to or disclosed in the Patent Rights or the Tech ID(s) listed in Appendix 1; (b) within the Field of Use; and (c) created at OSU before the Effective Date by inventors who are named on the Patent Rights existing as of the Effective Date or by innovators listed on such Tech ID(s).

“Territory” means worldwide.

During the sixty (60) days following Effective Date, OSIF will provide reasonable assistance to Licensee, including access to necessary personnel to transfer Technology Rights, but in no event shall OSIF be required to provide any Technology Rights in tangible form if it does not exist in tangible form as of the Effective Date. After such sixty (60) day period, if Licensee requires any additional transfer of Technology Rights, such transfer shall be at OSIF’s sole discretion and the Parties will enter into a mutually acceptable agreement for such transfer.

On behalf of itself, OSU, and Hendrix, OSIF reserves the right to practice, have practiced and transfer the Licensed Subject Matter for teaching, research, education, public service, clinical and other research-related purposes and to publish in connection therewith, including to grant rights to, and transfer material embodiments of, the Licensed Subject Matter to OSU, Hendrix, other academic institutions, non-profit research institutions and governmental entities for these purposes. For any clinical purposes aligned with the development and strategic future benefit of a Licensed Product, OSIF must provide a detailed plan or protocol to Licensee and receive written consent from Licensee, such consent must not be unreasonably withheld, conditioned, or delayed, prior to OSU, Hendrix, or other academic institutions initiating such clinical purpose.

Nothing contained in this Agreement or a Party’s performance hereunder shall be construed as conferring, by implication, estoppel or otherwise, upon Licensee, Affiliates, Sublicensees, any party in privity therewith or any customer thereof, any right, title or interest under any intellectual or tangible property right at any time, except for those rights under the Licensed Subject Matter expressly granted in Section 2.1. OSIF reserves all rights, titles and interests not expressly granted in Section 2.1 Licensee shall give written notice with Licensed Products regarding the conditions and restrictions on the rights granted, including to disclaim any implied license. If the Technology Rights include tangible materials, then such materials are provided in bailment to Licensee solely for the use permitted in Section 2.1(b). Nothing herein shall be construed as a sale of the Licensed Subject Matter. Licensee agrees not to practice the Patent Rights or use the Technology Rights outside the Field of Use or outside the Territory.

In the event a Sublicensee is an Affiliate of Licensee, the obligations of Sections 2.2(a)(i), 2.2(a)(iii) and 2.2(b) do not apply if an authorized officer of Licensee has certified in writing to OSIF that Licensee’s corporate documents authorize it to obligate and bind the Affiliate named in the certification and Licensee has in fact done so in a manner that is consistent with the terms and conditions of this Agreement. Each such certification shall be attached and incorporated into this Agreement to evidence the Sublicense Agreement with the named Affiliate as a Sublicensee without the requirement for a formal amendment to this Agreement. Regardless of when the certification is attached to this Agreement, such Sublicense Agreement shall be given effect as of the date such certification is received by OSIF pursuant to Section 18.

If any of the obligations under this Section 2.4 are not fulfilled, OSIF may treat such failure as a breach in accordance with Section 8.3(b).

Licensee shall provide a written report on the completion of each Diligence Milestone to OSIF within ten (10) days of completion.

Ten percent (10%) of Net Sales of Licensed Products defined in (a) of the definition of Licensed Products; and

Five percent (5%) of Net Sales of Licensed Products defined in (b) of the definition of Licensed Products;

(collectively the “Royalties”). For clarity, if more than one royalty rate applies to a given Net Sale, only one rate will be used to calculate Royalties and that rate will be the higher of the rates.

Payment of the Minimum Annual Royalty may be credited toward Royalties due in the Contract Year to which the payment corresponds.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.

Appendix 1

Description of Licensed Subject Matter

Patent Rights

Technology Rights

T2018-003 –“Targeted molecules for the treatment of cancer”

T2020-047 – “Combination therapy strategies using DHODH inhibitors and antibodies”

T2021-101 – “DHODH inhibitor compositions using 6-membered heteroaryl ring replacements”

T2021-102– “DHODH inhibitor compositions using 5-membered heteroaryl ring replacements”

T2021-103 – “DHODH inhibitor compositions using substitutions of central phenyl ring”

T2021-272 – “Combination Strategies for DHODHi”

T2022-043 – “Combination strategies with dihydroorotate dehydrogenase inhibitors and SLAMF7 (CD319) therapeutic antibodies in leukemia”

T2023-185 – “Uridine supplementation increases tolerability of treating with DHODH inhibitors”

T2024-176 – “Selection of lysine salt of HOUS-53 for clinical development.”

T2024-165 – “A series of novel C-3 substituted quinoline derivatives as potent biochemical dihydroorotate dehydrogenase (DHODH) enzyme inhibitors.”

T2024-166 – “A series of C-3 substituted and C-4 carboxylic acid or its bioisosters quinoline derivatives as potent biochemical dihydroorotate dehydrogenase (DHODH) enzyme inhibitors.”

T2024-167 – “A series of novel hydantoin and thiohydantoin derivatives as potent biochemical dihydroorotate dehydrogenase (DHODH) enzyme inhibitors.”

T2024-168 – “A series of novel amide derivatives as potent biochemical dihydroorotate dehydrogenase (DHODH) enzyme inhibitors.”

Appendix 2

Annual Progress Report

For the Period:_______________

Appendix 3

Royalty Report

Total Royalty:__________________

Any other consideration due OSIF during this Royalty Period:

Milestones:__________________

Appendix 4

Summary

Effective Date:

Territory:

Field of Use:

Upfront License Fee:

Running Royalty Rates:

Minimum Annual Royalties:

Milestone Fees:

Sublicense Fees:

Past Patent Expenses Reimbursement:

Diligence Milestones:

Contact Information

For OSIF:

1050 Carmack Rd.

Columbus, OH 43201

Fax: 614-292-8907

Phone: 614-292-1315

For Licensee:

6393 Blackstone Drive

Zionsville, IN, 46077

Phone:                         

Email: tjovonovich@jabezbio.com