License and Distribution Agreements	12 Months Ended
Dec. 31, 2025
License And Distribution Agreements
License and Distribution Agreements	18. License and Distribution Agreements *Sequence LifeScience, Inc. Independent Distribution Agreement* On August 23, 2024, the Company entered into an Independent Distributor Agreement (the “Distribution Agreement”) with Sequence LifeScience, Inc. (“Sequence”), which provided the Company exclusive rights to market, sell and distribute Rebound^TM, a full thickness placental-derived allograft matrix product, in the U.S. for a period of ninety (90) days. Under the terms of the Distribution Agreement, Sequence made Rebound available for purchase to the Company at a fixed price consistent with market terms. The Distribution Agreement was intended to be a bridge to allow the parties to cooperatively market the product prior to consummating an asset purchase agreement. The Company acquired Rebound on October 9, 2024, through an asset purchase agreement with Sequence. See Note 3 for more information about the Rebound asset purchase. *Regeneron Research Collaboration Services Agreement* On August 25, 2023, the Company entered into a multi-year research collaboration services agreement with Regeneron Pharmaceuticals, Inc. (“Regeneron”), pursuant to which the Company will support the research effort of Regeneron’s allogeneic cell therapy candidates (the “Regeneron Services Agreement”). The Regeneron Services Agreement’s initial focus is the research on a targeted allogeneic gamma delta chimeric antigen receptor (CAR) T-cell therapy owned by Regeneron designed to enhance proliferation and potency against solid tumors. Payments to the Company under the Regeneron Services Agreement included a non-refundable up-front payment of $750 and payments based upon the achievement of defined milestones according to written statements of work. The Regeneron Services Agreement will expire five years from the effective date and may be terminated immediately by either party for the uncured material breach, bankruptcy, or insolvency of the other party. Regeneron may also terminate for convenience upon 30 days’ written notice. The Regeneron Services Agreement grants Regeneron a royalty-free, fully-paid up, worldwide, non-exclusive license, with the right to grant sublicenses, to the Company’s intellectual property (“IP”) to the extent that any such license is necessary for Regeneron to fully use the Company’s research services. The Company determined that the (1) research licenses and (2) the research activities performed by the Company represent a single combined performance obligation under the Regeneron Services Agreement. The Company determined that Regeneron cannot benefit from the licenses separately from the research activities because these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation and the entire transaction price was allocated to that single combined performance obligation. The performance obligation will be satisfied over the research term as the Company performs the research activities. As of December 31, 2025, the Company received cumulative payments totaling $1,325 under the Regeneron Services Agreement, of which $688 was recognized in revenue during the fourth quarter of 2024 based on achievement of defined milestones. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer over time. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. On August 6, 2025, Regeneron provided the Company with notice of termination of the agreement. Accordingly, the remaining $637 was recognized in license, royalty and other revenue for the year ended December 31, 2025. *Genting Innovation PTE LTD Distribution Agreement* On May 4, 2018, concurrently with Dragasac’s equity investment in Legacy Celularity, Legacy Celularity entered into a distribution agreement with Genting Innovation PTE LTD (“Genting Innovation”) pursuant to which Genting Innovation was granted supply and distribution rights to certain Company products in select Asia markets (the “Genting Agreement”). The Genting Agreement granted Genting Innovation limited distribution rights to the Company’s then-current portfolio of degenerative disease products and provides for the automatic rights to future products developed by or on behalf of the Company. The term of the Genting Agreement was renewed on January 31, 2023, and automatically renews for successive 12 month terms unless: Genting provides written notice of its intention not to renew at least three months prior to a renewal term or the Genting Agreement is otherwise terminated by either party for cause. On June 14, 2023, the Genting Agreement was amended and restated to include manufacturing rights in the territories covered under the agreement, expansion to two new countries, and a commitment by the Company to provide technology transfer pursuant to the plan established by a Joint Steering Committee. On January 17, 2024, the Company further amended the Genting Agreement to include distribution and manufacturing rights to certain of the Company’s cell therapy products, including PSC-100, PDA-001, PDA-002, pEXO-001, APPL-001 and CYNK-001. As of December 31, 2025, the Company has not recognized any revenue under the Genting Agreement. *Celgene Corporation License Agreement* The Company is party to a license agreement with Celgene (the “Celgene Agreement”) pursuant to which the Company granted Celgene two separate licenses to certain intellectual property. The Celgene Agreement grants Celgene a royalty-free, fully-paid up, worldwide, non-exclusive license to the certain intellectual property (“IP”) for pre-clinical research purposes in all fields and a royalty-free, fully-paid up, worldwide license, with the right to grant sublicenses, for the development, manufacture, commercialization and exploitation of products in the field of the construction of any CAR, the modification of any T-lymphocyte or NK cell to express such a CAR, and/or the use of such CARs or T-lymphocytes or NK cells for any purpose, including prophylactic, diagnostic, and/or therapeutic uses thereof. The Celgene Agreement will remain in effect until its termination by either party for cause. *License Agreement with BioCellgraft, Inc.* On December 11, 2023, the Company and BioCellgraft, Inc. (“BioCellgraft”) entered into a license agreement (the “2023 License Agreement”) whereby the Company granted an exclusive license to BioCellgraft, with the right to sublicense, to develop and commercialize certain licensed products to the dental market in the United States. Upon execution of the 2023 License Agreement, the Company received a $275 payment from BioCellgraft which was recorded as deferred revenue in the consolidated balance sheet. No further payments from BioCellgraft were received until November 2025 when the Company and BioCellgraft agreed to a Supply Agreement and a Sublicense and Marketing Agreement (together the “2025 Agreements”). In accordance with the 2025 Agreements, BioCellgraft agreed to purchase quantities of certain licensed products in order to commercialize, market and sell them to third parties. Pursuant to the 2025 Agreements, the Company is to receive quarterly fixed payments totaling $3,000 inclusive of $125 received in the fourth quarter of 2025, $125 to be received in January of 2026, and quarterly payments of $250 beginning on March 31, 2026. The $275 previously received from BioCellgraft in 2023 is considered a credit against the final payments owed. Based on the terms of the 2025 Agreements and the nature of the license, the Company determined that the performance obligations are satisfied over time as the licensed rights are transferred. Accordingly, the Company recognized $109 of license revenue during the year ended December 31, 2025, due to the 2025 Agreements’ licenses. The 2025 Agreements also states that if gross sales of the licensed products exceed $5,000, the quarterly payments shall increase to $500. Any increases to the quarterly payment due to reaching the gross sales target will be recognized during the quarter in which the gross sales target are met. As of December 31, 2025 and 2024 the Company had recognized deferred revenue of $291 and $300 on the consolidated balance sheet due to the agreements with BioCellgraft. *Celeniv License Agreement* On August 13, 2025, the Company entered into a license agreement with Celeniv Pte. Ltd. (“Celeniv”) (the “Celeniv License”), pursuant to which the Company obtained rights to certain intellectual property, products, and technologies related to its degenerative disease product portfolio, including products such as Biovance, Biovance 3L, Interfyl, CentaFlex and certain pipeline programs. The Celeniv License provides the Company with rights to develop, manufacture, and commercialize such licensed products, subject to the terms and conditions of the agreement. The license forms a foundational component of the Company’s biomaterials and regenerative medicine platform and supports subsequent commercial and licensing transactions. *DefEYE Collaboration and License Agreement* On October 22, 2025, the Company entered into a license agreement with Defeye pursuant to which the Company granted Defeye an exclusive, royalty-free, fully paid-up license to develop, manufacture and commercialize certain placental-derived biomaterial products in the field of ophthalmology (the “Field”) worldwide (excluding certain Asia-Pacific territories). The Defeye License Agreement replaced and terminated a prior supply and distribution arrangement and provides for exclusive rights to specified products, including Biovance ocular products and related derivatives, within the defined Field. The Company retains rights outside the Field and in other therapeutic areas. The agreement also includes provisions related to manufacturing, supply, regulatory support, intellectual property ownership, and commercialization responsibilities. Pursuant to the Defeye License Agreement, the Company is responsible for manufacturing and supply of products, subject to potential future manufacturing transfer provisions, and the parties collaborate through governance structures, including joint oversight of development and commercialization activities. See Note 22 for more information.

License and Distribution Agreements

12 Months Ended

Dec. 31, 2025

18. License and Distribution Agreements

Sequence LifeScience, Inc. Independent Distribution Agreement

On August 23, 2024, the Company entered into an Independent Distributor Agreement (the “Distribution Agreement”) with Sequence LifeScience, Inc. (“Sequence”), which provided the Company exclusive rights to market, sell and distribute Rebound^TM, a full thickness placental-derived allograft matrix product, in the U.S. for a period of ninety (90) days. Under the terms of the Distribution Agreement, Sequence made Rebound available for purchase to the Company at a fixed price consistent with market terms. The Distribution Agreement was intended to be a bridge to allow the parties to cooperatively market the product prior to consummating an asset purchase agreement. The Company acquired Rebound on October 9, 2024, through an asset purchase agreement with Sequence. See Note 3 for more information about the Rebound asset purchase.

Regeneron Research Collaboration Services Agreement

On August 25, 2023, the Company entered into a multi-year research collaboration services agreement with Regeneron Pharmaceuticals, Inc. (“Regeneron”), pursuant to which the Company will support the research effort of Regeneron’s allogeneic cell therapy candidates (the “Regeneron Services Agreement”). The Regeneron Services Agreement’s initial focus is the research on a targeted allogeneic gamma delta chimeric antigen receptor (CAR) T-cell therapy owned by Regeneron designed to enhance proliferation and potency against solid tumors. Payments to the Company under the Regeneron Services Agreement included a non-refundable up-front payment of $750 and payments based upon the achievement of defined milestones according to written statements of work. The Regeneron Services Agreement will expire five years from the effective date and may be terminated immediately by either party for the uncured material breach, bankruptcy, or insolvency of the other party. Regeneron may also terminate for convenience upon 30 days’ written notice.

The Regeneron Services Agreement grants Regeneron a royalty-free, fully-paid up, worldwide, non-exclusive license, with the right to grant sublicenses, to the Company’s intellectual property (“IP”) to the extent that any such license is necessary for Regeneron to fully use the Company’s research services. The Company determined that the (1) research licenses and (2) the research activities performed by the Company represent a single combined performance obligation under the Regeneron Services Agreement. The Company determined that Regeneron cannot benefit from the licenses separately from the research activities because these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation and the entire transaction price was allocated to that single combined performance obligation. The performance obligation will be satisfied over the research term as the Company performs the research activities.

As of December 31, 2025, the Company received cumulative payments totaling $1,325 under the Regeneron Services Agreement, of which $688 was recognized in revenue during the fourth quarter of 2024 based on achievement of defined milestones. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer over time. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. On August 6, 2025, Regeneron provided the Company with notice of termination of the agreement. Accordingly, the remaining $637 was recognized in license, royalty and other revenue for the year ended December 31, 2025.

Genting Innovation PTE LTD Distribution Agreement

On May 4, 2018, concurrently with Dragasac’s equity investment in Legacy Celularity, Legacy Celularity entered into a distribution agreement with Genting Innovation PTE LTD (“Genting Innovation”) pursuant to which Genting Innovation was granted supply and distribution rights to certain Company products in select Asia markets (the “Genting Agreement”). The Genting Agreement granted Genting Innovation limited distribution rights to the Company’s then-current portfolio of degenerative disease products and provides for the automatic rights to future products developed by or on behalf of the Company.

The term of the Genting Agreement was renewed on January 31, 2023, and automatically renews for successive 12 month terms unless: Genting provides written notice of its intention not to renew at least three months prior to a renewal term or the Genting Agreement is otherwise terminated by either party for cause.

On June 14, 2023, the Genting Agreement was amended and restated to include manufacturing rights in the territories covered under the agreement, expansion to two new countries, and a commitment by the Company to provide technology transfer pursuant to the plan established by a Joint Steering Committee. On January 17, 2024, the Company further amended the Genting Agreement to include distribution and manufacturing rights to certain of the Company’s cell therapy products, including PSC-100, PDA-001, PDA-002, pEXO-001, APPL-001 and CYNK-001. As of December 31, 2025, the Company has not recognized any revenue under the Genting Agreement.

Celgene Corporation License Agreement

The Company is party to a license agreement with Celgene (the “Celgene Agreement”) pursuant to which the Company granted Celgene two separate licenses to certain intellectual property. The Celgene Agreement grants Celgene a royalty-free, fully-paid up, worldwide, non-exclusive license to the certain intellectual property (“IP”) for pre-clinical research purposes in all fields and a royalty-free, fully-paid up, worldwide license, with the right to grant sublicenses, for the development, manufacture, commercialization and exploitation of products in the field of the construction of any CAR, the modification of any T-lymphocyte or NK cell to express such a CAR, and/or the use of such CARs or T-lymphocytes or NK cells for any purpose, including prophylactic, diagnostic, and/or therapeutic uses thereof. The Celgene Agreement will remain in effect until its termination by either party for cause.

License Agreement with BioCellgraft, Inc.

On December 11, 2023, the Company and BioCellgraft, Inc. (“BioCellgraft”) entered into a license agreement (the “2023 License Agreement”) whereby the Company granted an exclusive license to BioCellgraft, with the right to sublicense, to develop and commercialize certain licensed products to the dental market in the United States. Upon execution of the 2023 License Agreement, the Company received a $275 payment from BioCellgraft which was recorded as deferred revenue in the consolidated balance sheet. No further payments from BioCellgraft were received until November 2025 when the Company and BioCellgraft agreed to a Supply Agreement and a Sublicense and Marketing Agreement (together the “2025 Agreements”). In accordance with the 2025 Agreements, BioCellgraft agreed to purchase quantities of certain licensed products in order to commercialize, market and sell them to third parties.

Pursuant to the 2025 Agreements, the Company is to receive quarterly fixed payments totaling $3,000 inclusive of $125 received in the fourth quarter of 2025, $125 to be received in January of 2026, and quarterly payments of $250 beginning on March 31, 2026. The $275 previously received from BioCellgraft in 2023 is considered a credit against the final payments owed. Based on the terms of the 2025 Agreements and the nature of the license, the Company determined that the performance obligations are satisfied over time as the licensed rights are transferred. Accordingly, the Company recognized $109 of license revenue during the year ended December 31, 2025, due to the 2025 Agreements’ licenses. The 2025 Agreements also states that if gross sales of the licensed products exceed $5,000, the quarterly payments shall increase to $500. Any increases to the quarterly payment due to reaching the gross sales target will be recognized during the quarter in which the gross sales target are met. As of December 31, 2025 and 2024 the Company had recognized deferred revenue of $291 and $300 on the consolidated balance sheet due to the agreements with BioCellgraft.

Celeniv License Agreement

On August 13, 2025, the Company entered into a license agreement with Celeniv Pte. Ltd. (“Celeniv”) (the “Celeniv License”), pursuant to which the Company obtained rights to certain intellectual property, products, and technologies related to its degenerative disease product portfolio, including products such as Biovance, Biovance 3L, Interfyl, CentaFlex and certain pipeline programs. The Celeniv License provides the Company with rights to develop, manufacture, and commercialize such licensed products, subject to the terms and conditions of the agreement. The license forms a foundational component of the Company’s biomaterials and regenerative medicine platform and supports subsequent commercial and licensing transactions.

DefEYE Collaboration and License Agreement

On October 22, 2025, the Company entered into a license agreement with Defeye pursuant to which the Company granted Defeye an exclusive, royalty-free, fully paid-up license to develop, manufacture and commercialize certain placental-derived biomaterial products in the field of ophthalmology (the “Field”) worldwide (excluding certain Asia-Pacific territories). The Defeye License Agreement replaced and terminated a prior supply and distribution arrangement and provides for exclusive rights to specified products, including Biovance ocular products and related derivatives, within the defined Field. The Company retains rights outside the Field and in other therapeutic areas. The agreement also includes provisions related to manufacturing, supply, regulatory support, intellectual property ownership, and commercialization responsibilities. Pursuant to the Defeye License Agreement, the Company is responsible for manufacturing and supply of products, subject to potential future manufacturing transfer provisions, and the parties collaborate through governance structures, including joint oversight of development and commercialization activities. See Note 22 for more information.