Exhibit
10.7


 


ROYALTY
AGREEMENT


 


THIS
ROYALTY AGREEMENT (the “Agreement”), made and entered into as of August 15, 2018 (the “Execution Date”),
is by and between Global BioLife Inc., a Nevada corporation (“GBLI”) whose address is 4800 Montgomery Lane,
Ste 210, Bethesda, MD, 20814 and Chemia Corporation, a Missouri corporation (“CHEMIA”) whose address is 11558 Rock
Island Ct, Maryland Heights, MO 63043.


 


For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:


 


	 	1.	Definitions.
    “Intellectual Property” shall mean: (a) all patents and patents pending owned, in whole or in part, by GBLI which
    relate to 3F, a formulation composed of chemical compounds extracted from natural plants designed to repel mosquitos and further
    described on Exhibit A attached hereto; (b) all trademarks, service marks, trade dress, logos and trade names, together with
    all translations, adaptations, derivations and combinations thereof, and all applications, registrations and renewals in connection
    therewith as set forth on Exhibit A attached hereto; (c) all copyrights, derivative works and applications, registrations
    and renewals in connection therewith as specifically set fo1ih on Exhibit A attached hereto; and (d) all patent and copyright
    rights in logical extensions of the currently existing 3F technology.
	 	 	 
	 	2.	Assignment.
    CHEMIA hereby assigns, transfers and conveys to GBLI all of CHEMIA’s right, title and interest in and to CHEMIA’s
    contributions to the 3F formulations described on Exhibit A attached hereto. CHEMIA warrants that that it has good title to
    such rights and interests free and clear of any lien, claim or other encumbrance of any nature whatsoever and that CHEMIA has not
    granted any license or right under such rights and interests to any third party. Except as specifically set forth above, CHEMIA’s
    rights are sold and transferred “AS IS” and CHEMIA disclaims any and all warranties of any kind or nature, whether express
    or implied, relating to performance, marketability, or otherwise in any respect related to such rights or any products made therefrom
    or therewith. CHEMIA further disclaims any express or implied warranties of merchantability or fitness for a particular purpose
    and disclaims any express or implied warrai1ty regarding the non-infringement of any patent, copyright, trademark or other rights
    of third parties in connection with the practice of the rights or the making, using or selling or other distribution of products
    by any person or entity. GBLI and its licensees, and its sublicensees, assume the entire risk and responsibility for the safety,
    efficacy, performance, design, marketability, title and quality of all products.
	 	 	 
	 	3.	GBLI
    Covenant. Except for the third-party licensing program contemplated by Section 5 below, GBLI hereby covenants and
    agrees that it shall not assign, transfer or convey any of its rights, title or interests in and to the Intellectual Prope1iy without
    the prior written consent of CHEMIA, such consent not to be unreasonably withheld, conditioned or delayed.


 




    	 



     


    

 


	 	4.	Cost
    of Patent Application. Costs to prepare and finalize any necessary patent application shall be borne as follows: GBLI shall
    be responsible for all costs, including legal costs, to prepare, file and prosecute all patent applications, and to maintain all
    issued patents, claiming any inventions that are comprised by the Intellectual Property. GBLI shall also have the sole discretion
    in directing the efforts (including the discretion to not pursue efforts) in connection with the application and prosecution of patent
    applications claiming any inventions that are comprised by the Intellectual Property.
	 	 	 
	 	5.	Cost
    of Licensing Efforts. GBLI shall be responsible for all costs, including legal costs, to prepare and finalize any efforts
    to licensing (or other transfer) of the Intellectual Property to third parties. GBLI shall also have the sole discretion in directing
    the efforts (including the decision not to pursue effo11s) in securing the licensing (or other transfer), which shall include the
    scope and level of efforts and exclusivity, for the Intellectual Property; provided however, that GBLI is expected to engage Destum
    Partners as consultant to advise and consult on the licensing of the Intellectual Prope11y.
	 	 	 
	 	6.	Support
    and Manufacture of the Intellectual Property. CHEMIA agrees to use commercially reasonable endeavors to support the patent
    and licensing efforts pertaining to the Intellectual Property. These efforts shall include but are not limited to:


 


	 	a.	providing
    formulations included in the Intellectual Property;
	 	 	 
	 	b.	providing
    a manufacturing process, which shall include manufacturing samples of the Intellectual Property in suppo1i of the licensing efforts;
    and
	 	 	 
	 	c.	demonstrating
    its ability to manufacture the Intellectual Property pursuant to any licensing opportunities in the future.


 


	 	7.	Royalty
    Payments.


 


	 	a.	Royalty
    Payments. Any payments, revenue, income and/or consideration received by GBLI or CHEMIA, including any Affiliate of GBLI or CHEMIA,
    related to the development, sales, licensing (including sub-licensing), or transfer of the Intellectual Prope11y anywhere in the
    world, including without limitation, the sale or distribution of any product or material that incorporates, relies upon or embodies
    any of the Intellectual Property (collectively “IP Revenue”), shall be split by GBLI and Chemia in the following
    manner:


 


50%
of IP Revenue to GBLI


 


50%
of IP Revenue to Chemia


 


(collectively,
the “Royalty Payments” and individually, a “Royalty Payment”)


 




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If
any of such IP Revenue received by a pa1iy is other than cash or partly in cash and partly in the form of other consideration, the Royalty
Payment shall be based on the fair and reasonable cash equivalent value of such non-cash property. For purposes of this Agreement, “Affiliate”
shall mean any Person those controls, is controlled by or is under common control with either a party hereto. The term “control”
means the ownership, directly or indirectly, of fifty percent (50%) or more of the voting stock or equity interest of the subject Person.
“Person” means any natural person, corporation, unincorporated organization, partnership, association, joint stock
company, joint venture, trust or government, or any agency or political subdivision of any government, or any other entity.


 


In
order to insure the parties of the full Royalty Payments contemplated hereunder, the parties agree that, in the event any IP Revenue
is received by a party hereto from a corporation, firm, or association with which, or individual with whom, such party or its stockholders
have any agreement, understanding, or arrangement (such as, among other things, an option to purchase stock, or an arrangement involving
a division of profits or special rebates or allowances) without which agreement, understanding, or arrangement, the IP Revenue paid by
such corporation, firm, association, or individual would be higher than the IP Revenue repotted by such party, then, and in any such
events, the Royalty Payments to be paid hereunder in respect of such IP Revenue will be based on such higher value.


 


	 	b.	Time.
    Any Royalty Payments received by either patty shall be distributed to the other party pursuant to Section 7(a) within ten days.
	 	 	 
	 	c.	Expenses.
    All of the reasonable and documented out-of-pocket costs paid by GBLI of the patent application and the licensing efforts, listed
    above in Sections 4 and 5, shall be reimbursed to GBLI from any payment related to the Intellectual Property prior to any Royalty
    Payments.
	 	 	 
	 	d.	Records.
    Each Patty shall keep true, complete and accurate accounting books and records related to any payments or reimbursements it receives
    related to the Intellectual Property. The books and records must be maintained for at least five (5) years. Upon notice by a party
    (the “Auditing Party”), the other party shall give a certified public accountant designated by the Auditing Party
    and reasonably acceptable to the other party access to all books and records relating to the determination and calculation of Royalty
    Payments to conduct, at the Auditing Party’s expense, an audit or review of those books and records. This access must be available
    at least once every twelve (12) months, during regular business hours. If any such audit or review determines that the other party
    has underpaid Royalty Payments by 5% or more for any audited period, the other patty shall (a) reimburse the Auditing Patty for the
    reasonable out-of-pocket costs and expenses of the accountants and auditors in connection with the review and audit and (b) immediately
    pay the Auditing Patty the amount of such underpayment along with interest on the past due amount at a rate of 1.5% per month.


 




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	 	8.	Notices.
    Any and all notices, consents, documents or communications provided for in this Agreement shall be given in writing as follows:


 


	 	Notices to GBLI:	Global
    BioLife, Inc.	 
	 	 	4800
    Montgomery Lane	 
	 	 	Bethesda,
    MD 02814	 
	 	 	Attn:	Fai
    H. Chan	 
	 	 	Email:	fai@sed.com.sg	 
	 	 	Phone:	 	 


 


	 	Notices
    to Chemia:	Chemia
    Corporation	 
	 	 	11558
    Rock Island Ct. Maryland 

    Heights, MO 63043 Attn: 

    Nicholas A. Van Rees	 
	 	 	Email:	nick@chemiacorp.com	 
	 	 	Phone:	 	 


 


	 	9.	Term.
    The initial term of this Agreement shall begin as of the Execution Date and shall extend until the latter of (i) the last to
    expire patent claiming any inventions that are comprised by the Intellectual Property, or (ii) the date that is twenty (20) years
    after the Execution Date. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless otherwise
    mutually agreed by the parties.
	 	 	 
	 	10.	Assignment.
    This Agreement may not be assigned by CHEMIA, other than to an Affiliate of CHEMIA, without GBLI’s prior written consent,
    which it may withhold in its sole and absolute discretion. This Agreement, including all, but not less than all rights, duties and
    obligations, shall be assignable by GBLI without restrictions; provided, that GBLI must provide CHEMIA written notice of any such
    assignment within thirty (30) days of such assignment. Any attempted assignment except as expressly permitted hereby shall be null
    and void and of no effect.
	 	 	 
	 	11.	Waiver
    or Delay. No waiver of any provision of this Agreement, nor delay in enforcing any rights hereunder, shall be construed as
    a continuing waiver or create an expectation of non-enforcement of that or any other provision or right.
	 	 	 
	 	12.	Severability.
    The provisions of this Agreement are independent of and several from each other, and no provision shall be affected or rendered
    invalid or unenforceable by vi1iue of the fact that for any reason any other or others of them may be invalid or unenforceable in
    whole or in part.
	 	 	 
	 	13.	Authority
    and Entire Agreement. Each of the parties represents and warrants to the other that (a) this Agreement has been duly executed
    and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms, (b) no authorization
    or approval from any third party is required in connection with such pa1iy’ s execution, delivery, or perf01mance of this Agreement,
    and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or
    conditions of any other agreement to which it is a party or by which it is otherwise bound. This Agreement constitutes the parties’
    entire agreement with respect to the subject matter hereof and supersedes and merges all prior and contemporaneous communications
    regarding their subject matter. This Agreement may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements
    of the parties. There are no unwritten oral agreements between the parties. This Agreement specifically supersedes Memorandums of
    Understanding between the parties in on or around November 9, 2017 and October 17, 2017 that among other things, included proposed
    understandings about Laetose, 3F Anti-Aggression, and a skin lightening formula.


 




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	 	14.	Amendments
    and Modifications. This Agreement may not be amended or modified except by subsequent written agreement duly signed by authorized
    representatives of both parties.
	 	 	 
	 	15.	Governing
    Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference
    to the choice of laws principles thereof.
	 	 	 
	 	16.	Attorneys’
    Fees. The prevailing party in any action for breach of or to enforce this Agreement shall be paid its reasonable attorneys’
    fees by the non-prevailing party. The court shall determine the prevailing party.
	 	 	 
	 	17.	Miscellaneous.
    This Agreement is not binding upon the parties until it is signed below on behalf of each patty. The headings of the several
    sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation
    of this Agreement.
	 	 	 
	 	18.	Counterparts.
    This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all such counterparts
    together shall constitute one and the same instrument.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written


 


	CHEMIA
    CORPORATION	 	GLOBAL
    BIOLIFE, INC.
	a
    Missouri corporation 	 	a
    Nevada corporation
	 	 	 	 	 
	By:
    	/s/
    Nicholas A. VanRees	 	By:	/s/
    Fai H. Chan
	Name:
    	Nicholas
    A. VanRees	 	Name:	Fai
H. Chan
	Title:
    	President
    	 	Title:
    	Chairman
    


 




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EXHIBIT
A


 


DESCRIPTION
OF 3F MOSQUITO REPELLENT


 


3F
(Functional Fragrance Formulation) Mosquito is made up of specialized ingredients sourced from botanicals that mosquitoes avoid. These
ingredients are scientifically proven to affect mosquito’s receptors, essentially making the mosquito blind to your presence. We
have developed a suite of fragrances for addition into laundry detergents, shampoos and lotions to provide additional layers of protection
against mosquitoes.


 


DESCRIPTION
OF 3F ANTI-VIRAL


 


3F
(Functional Fragrance Formulation) Anti-Viral is made up of specialized ingredients sourced from botanicals known to kill viruses. These
ingredients are scientifically proven to inhibit viral replication. We have developed a suite of fragrances for addition into laundry
detergents, shampoos and lotions to provide additional layers of protection against viruses.


 




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