Exhibit 10.6


 


REVENUE SHARING AGREEMENT






This Revenue Sharing Agreement ("Agreement")
is made as of March 31, 2022, by and among ADITXT, INC., a Delaware corporation (the “Lender” or “Aditxt”),
CELLVERA GLOBAL HOLDINGS LLC, a Delaware limited liability company f/k/a AIPHARMA GLOBAL HOLDINGS LLC (“DE Topco”),
CELLVERA HOLDINGS LTD, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA HOLDINGS LIMITED (“BVI Holdco”),
Cellvera Asia Limited, a company formed under the laws of Hong Kong f/k/a AIPHARMA ASIA
LIMITED (“HK Opco” and together with DE Topco and BVI Holdco, individually and collectively, the “Borrower”),
CELLVERA LIMITED, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA LIMITED (“Guarantor”
and together with Borrower, each a “Loan Party” and collectively “Loan Parties” or “Revenue
Sharing Entities”).


 


Recitals


 


A. As contemplated
pursuant to the Exchange Agreement, Aditxt made loans (the “Loans”) to Borrower pursuant to the Secured Credit Agreement
dated as of August 27, 2021, as amended by the First Amendment to Secured Credit Agreement, dated as of October 18, 2021, the Second Amendment
to Secured Credit Agreement, dated as of October 27, 2021, the Third Amendment to Secured Credit Agreement, dated as of December 1, 2021,
the Fourth Amendment to Secured Credit Agreement dated as of December 17, 2021, the Fifth Amendment to Secured Credit Agreement, dated
as of December 22, 2021, and the Sixth Amendment to Secured Credit Agreement, dated as of December 28, 2021, the Forbearance Agreement
and Seventh Amendment to Secured Credit Agreement, dated as of February 13, 2022, and the Forbearance Agreement and Eighth Amendment to
Secured Credit Agreement dated of even date herewith (as may be further amended or otherwise modified from time to time, the "Credit
Agreement"). The Loans are secured by the collateral described in certain security documents entered into from time to time,
as more particularly described in the Credit Agreement (the “Security Documents”).


 


B. The
Maturity Date of the Loan (being January 31, 2021) was determined by reference to the expected date of initial closing under the Share
Exchange Agreement. As a result of failing to close the Initial Closing under the Share Exchange Agreement, Borrower failed to repay all
of the Loans (including all principal, interest, fees and expenses thereon) on the Maturity Date (the “Existing Event”)
as required by Section 2.03 of the Credit Agreement. As a result, from and after February 1, 2022, interest has accrued and continues
to accrue at the Default Rate (i.e. 13.00% per annum) until all Loans and other Obligations are repaid in full. As a result of the above,
Lender agreed to forbear from enforcing its other rights and remedies in response to the occurrence of the Existing Event on the terms
and conditions set forth in the Forbearance Agreement and Seventh Amendment to Secured Credit Agreement, dated as of February 14, 2022
(the “February Forbearance Agreement”).


 


C. The
Forbearance Period terminated as a result of the occurrence of certain Forbearance Defaults resulting from Borrower’s failure to
pay the February 28, 2022 and March 5, 2022 payments as required pursuant to the February Forbearance Agreement. As a result of the occurrence
of the Existing Event and the termination of the Forbearance Period pursuant to the February Forbearance Agreement, Aditxt is permitted
to exercise all of its rights and remedies under the Credit Agreement and the Security Documents.


 


D Loan
Parties have requested that Aditxt forbear from exercising its default rights and remedies in respect of the Existing Event in accordance
with the terms of the Forbearance Agreement and Eighth Amendment to Secured Credit Agreement dated of even date herewith (the “March
Forbearance Agreement”).


 


E. As a
condition to entering into the March Forbearance Agreement, Revenue Sharing Entities are required to enter into this Agreement. Each of
the Revenue Sharing Entities will receive substantial benefits under the March Forbearance Agreement.


 






     


     


    

 


AGREEMENT


 


NOW THEREFORE, in consideration of the foregoing
and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1. Defined Terms. Initially
capitalized terms used but not defined herein shall have the meanings given to them in the March Forbearance Agreement. This Agreement
is not a “Loan Document” but is given as consideration for Aditxt’s agreement to enter into the March Forbearance
Agreement. For purposes of this Agreement, the following initially capitalized terms will have the following meanings:


 


“Affiliate” means any asset, business,
business line, company, entity, product, product line, service, or service line that is or becomes controlled by or under common control
with a Revenue Sharing Entity, whether such control is based on the ability to direct management, assignment of title, license rights,
contract, conveyance, merger, operation of law, ownership of at least thirty percent (30%) of the voting power, or otherwise.


 


“Net Sales” means the actual gross amounts
invoiced and collected by any Loan Party on all of their sales of products or services to third parties less only the following
documented costs actually and reasonably paid or delivered to unaffiliated third parties and not refunded, credited back to, exchanged
for other products or services, or offset by any Loan Party (which documentation shall be delivered to Lender upon request).


 


(a) cost of raw materials
for products and services sold (including cost of freight carriers for exporting products outside of the country of origin), but excluding
general administrative costs );


 


(b) sales and excise
taxes or other applicable taxes, value added taxes, and duties which fall due and are paid by the purchaser as a direct consequence of
such sales and any other governmental charges imposed upon the importation, use or sale of the product or service, but only to the extent
that such taxes and duties are;


 


(i) actually included
and itemized in the gross amounts invoiced to and specifically paid by the purchaser over and above the usual selling price of the product,
and


 


(ii) customarily
included and itemized in the gross amounts invoiced to and specifically paid by the purchaser over and above the usual selling price of
all comparable products in the relevant market.


 


(c) trade, quantity
and cash discounts that are of amounts customary in the pharmaceutical industry for companies of a similar size, revenue, geography and
product line and that are actually allowed or accrued on the product or service;


 


(d) allowances or credits to customers on account of off-invoice promotional
discounts, price and shelf adjustments, volume reimbursements, failure to supply, rejection, withdrawal, recall, or return of the product
or on account of retroactive price reductions affecting the product or service, to the extent that such allowances or credits are of amounts
customary in the pharmaceutical industry for companies of a similar size, revenue, geography, product line and service line and are actually
allowed or accrued on the product or service;


 






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(e) rebates, discounts and charge backs specifically related to the
product or service on an actual credited, paid or accrued basis that are of amounts customary in the pharmaceutical industry for companies
of a similar size, revenue, geography and product line, including, but not limited to, those granted to government agencies;


 


		(f)	service allowances (including, but not limited to, wholesalers' fees for services) and independent broker or agents' commissions,
if any, allowed or paid and that are of amounts customary in the pharmaceutical industry for companies of a similar size, revenue, geography,
product line and service line;



 


		(g)	any bona fide and regular credit note issued by licensee to the customers (provided that upon payment or hypothecation of any amount
of principal outstanding of such credit note, and/or interest thereon, such amount so received from such payment or hypothecation shall
be included in Net Sales);



 


		(h)	royalties required to be paid to FUJIFILM Toyama Chemical Co., Ltd. or any other owner or enforcer of intellectual property rights
under any license agreement in respect of the product;



 


		(i)	fees, commissions and costs required to be paid to distributors or sales agents in relation to the sale of the product that are of
amounts customary in the pharmaceutical industry for companies of a similar size, revenue, geography and product line of the Loan Party;
and



 


		(j)	fees, commissions and costs required to be paid in relation to the factoring of any invoices in respect of the product that are of
amounts customary in the pharmaceutical industry for companies of a similar size, revenue, geography and product line of the Loan Party.



 


Net Sales with respect to sales of the product that are not
made on an arm's length basis or that are made for consideration other than cash shall be calculated based on the average per-unit Net
Sales of the product without regard to such non-arm's length or non-cash sales and without regard to product given pro bono or for charitable
or clinical use. If the product is bundled with other products, any discounts or other adjustments with respect to the product shall be
allocated proportionally to the product at no greater than the non-bundled discount rate for the product.


 


Product given to third parties pro bono or for charitable
use or given to third parties for the execution of clinical trials are excluded from the Net Sales calculation.


 


2. Incorporation of Recitals.
Each of the above recitals is incorporated herein as true and correct and is relied upon by Aditxt in agreeing to the terms of this Agreement.


 


3. Revenue Sharing.
In consideration of the forbearance provided for in the Forbearance Agreement and Eighth Amendment to the Secured Credit Agreement, each
Loan Party, on behalf of itself and its respective Affiliates, severally and jointly, hereby irrevocably and forever agrees to pay US$30,000,000
in accordance with Section 4 below (the “Revenue Share”) to Aditxt.


 


4. Payments. Each Revenue
Sharing Entity, on behalf of itself and its Affiliates, covenants and agrees, jointly and severally, to deposit the Revenue Share within
ten (10) days following receipt thereof to the bank account designated by Aditxt in the Credit Agreement, as follows:


 


		a.	ten percent (10%) of all Net Sales until $18,000,000 has been received by Lender pursuant this Section 5 (the “First Level
Threshold”);



 


		b.	upon payment of the First Level Threshold and until $23,000,000 has been received by Lender pursuant this Section 3, seven percent
(7%) of all Net Sales (“Second Level Threshold”); and



 


		c.	upon payment of the Second Level Threshold and until $30,000,000 has been received by Lender pursuant this Section 3, three percent
(3%) of all Net Sales.



 






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The Parties agree that upon payment of the total Revenue Share, the
obligations of the Revenue Share Entities to pay any Revenue Share to Lender shall cease.


 


5. Application to Outstanding
Obligations. Subject to the terms and conditions of the Credit Agreement, during the Forbearance Period, Aditxt agrees to apply one
hundred percent (100%) of any Revenue Share payments actually received by Aditxt from the Revenue Sharing Entities and their respective
Affiliates pursuant to this Agreement, to the Obligations until the Obligations are paid in full or otherwise extinguished. During the
Forbearance Period, all such payments shall be applied in accordance with Section 7(a) of the March Forbearance Agreement.


 


6. Cooperation. Each
Revenue Sharing Entity will, and will cause its Affiliates to, cooperate with Aditxt and Aditxt’s auditors in connection with auditing,
reviewing, monitoring and administration of the Revenue Sharing payments. Without limiting the foregoing, each Revenue Sharing Entity,
on behalf of itself and its Affiliates, authorizes Aditxt and Aditxt’s auditors to verify accounts receivable, bank statements,
and other books and records of such Revenue Sharing Entity and its Affiliates with their respective accountants, auditors, banks, customers,
creditors, debtors’, partners, and personnel.


 


7. No Offset Rights.
Each Revenue Sharing Entity, on behalf of itself and its Affiliates, covenants and agrees that none of them shall have or exercise any
claims, offsets or defenses with respect to any Revenue Share payments.


 


8. Remedies. No failure
or delay on the part of Aditxt in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, and no
single or partial exercise of any such power, right or remedy shall preclude any further exercise thereof or the exercise of any other
power, right or remedy.


 


9. Revenue Sharing Entities'
Representations and Warranties. Each Revenue Sharing Entity represents, warrants, and covenants, severally and jointly, on behalf
of itself and its Affiliates, to Aditxt as follows:


 


		a)	Each Person executing and delivering this Agreement to Aditxt on behalf of a trust, company, corporation or limited liability company,
which is a Revenue Sharing Entity, has all necessary authority to enter into this Agreement on behalf of such Revenue Sharing Entity and
its Affiliates.



 


		b)	All representations and warranties made and given by each Loan Party in the Loan Documents are true, complete, accurate and correct
in all material respects.



 






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		c)	This Agreement constitutes a valid and binding obligation of the Revenue Sharing Entities and their respective Affiliates that is
enforceable in accordance with its terms.



 


10. Miscellaneous Provisions.


 


		a)	Transfers. In connection with (a) any assignment, license, merger, or transfer, whether by operation of law or otherwise (“Transfer”)
of this Agreement, (b) the sale of any Revenue Sharing Entity, its Affiliates, (c) the sale all or substantially all of the assets of
any Revenue Sharing Entity, its Affiliates, or any revenue generating asset, business line, product line, or service line, or any copyrights,
patent rights, marks, or other rights, titles or interests in or to proprietary or intellectual property, then each recipient thereof
shall expressly agree in writing to be bound by all of Aditxt’s rights, titles, and interests set forth herein and to assume all
of the Revenue Sharing Entities’ representations, warranties, covenants and obligations hereunder, and to expressly name Aditxt
as a third party beneficiary therein. Any Transfer in violation of this Section 11 shall be null and void ab initio.



 


		b)	Notices. All notices shall be given in the manner set forth in the Credit Agreement.



 


		c)	Severability. If any provision of this Agreement is deemed to be unenforceable, then Aditxt shall have the sole and absolute
right to amend or delete such provision to Aditxt’s benefit.



 


		d)	Effect of Agreement. Each Revenue Sharing Entity acknowledges that it has consulted with counsel and such other experts and
advisors as it deems necessary in connection with the negotiation, execution and delivery of this Agreement, or has had an opportunity
to so consult and has knowingly chosen not to do so. This Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto, their respective successors and assigns. No other person or entity shall be entitled to claim any right or benefit
hereunder. Nothing herein shall constitute a novation of any Loan Document.



 


		e)	Fees and Expenses. Revenue Sharing Entities shall reimburse Aditxt for all reasonable attorneys' fees and disbursements, receiver's
fees and expenses, expended or incurred by Aditxt in connection with: (a) the enforcement of this Agreement including, without limitation,
during any workout, attempted workout, and/or in connection with the rendering of legal advice as to Aditxts’ rights, remedies and
obligations under this Agreement; (b) any arbitration, mediation, judicial reference proceeding, or other legal action related to this
Agreement, (c) collecting any sum which becomes due to Aditxt under this Agreement; (d) any proceeding for declaratory relief,
any counterclaim to any proceeding, or any appeal; or (e) the protection, preservation or enforcement of any rights of Aditxt. This
includes, subject to any limits under applicable law, Aditxts’ attorneys' fees and legal expenses, whether or not there is a lawsuit,
including attorneys' fees for bankruptcy or other insolvency proceedings (including efforts to modify or vacate any automatic stay or
injunction), appeals, and any anticipated post-judgment collection services.



 


		f)	Further Assurances. Each Revenue Sharing Entity shall execute such additional documents and take such additional actions as
Aditxt may reasonably request to carry out the purpose and intent of this Agreement.



 


		g)	Time is of the Essence. Time is of the essence in the performance of this Agreement.



 


		h)	Credit Agreement Provisions. Article VIII of the Credit Agreement is hereby incorporated herein by this reference mutatis
mutandis. Without limiting the foregoing, each Revenue Sharing Entity agrees, on behalf of itself and its Affiliates, that this Agreement
shall be interpreted in accordance with Delaware law and that any dispute will be determined by and arbitral tribunal in accordance with
Section 8.09(c) of the Credit Agreement.



 


[Signatures on following page]


 




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IN WITNESS WHEREOF, the Aditxt and each Revenue Sharing Entity
have executed this Revenue Sharing Agreement as of the date first written above.





 


	ADITXT, INC., a Delaware corporation	 
	 	 
	By: 	/s/ Amro Albanna	 
	Name: 	Amro Albanna	 
	Title: 	CEO	 
	 	 
	CELLVERA GLOBAL HOLDINGS LLC, a Delaware limited liability company f/k/a AIPHARMA GLOBAL HOLDINGS LLC	 
	 	 
	By: 	/s/ Alessandro Gadotti	 
	Name: 	Alessandro Gadotti	 
	Title: 	Legal Representative	 
	 	 
	CELLVERA HOLDINGS LTD, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA HOLDINGS LIMITED	 
	 	 
	By: 	/s/ Alessandro Gadotti	 
	Name: 	Alessandro Gadotti	 
	Title:	 Legal Representative	 
	 	 
	CELLVERA ASIA LIMITED, a company formed under the laws of Hong Kong f/k/a AIPHARMA ASIA LIMITED	 
	 	 
	By: 	/s/ Alessandro Gadotti	 
	Name: 	Alessandro Gadotti	 
	Title: 	Legal Representative	 
	 	 
	CELLVERA LIMITED, a company formed under the laws of the British Virgin Islands f/k/a AIPHARMA LIMITED	 
	 	 
	By:	 /s/ Alessandro Gadotti	 
	Name:	 Alessandro Gadotti	 
	Title: 	Legal Representative	 


 


 


[Revenue Sharing Agreement – March 2022]


 


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