Bionexus Gene Lab, Fidelion Diagnostics execute license for VitaGuard platform

BioNexus Gene Lab (BGLC) has executed an Exclusive Intellectual Property License Agreement for Southeast Asia with Fidelion Diagnostics for the VitaGuard minimal residual disease liquid biopsy platform. The license is a key condition precedent to the closing of the previously announced Share Subscription and Shareholders’ Agreement among BGLC, Fidelion and Tongshu Gene, under which BGLC will become a strategic shareholder in Fidelion and, in return, Fidelion will hold a minority stake in BGLC. Under the license, Fidelion grants BGLC an exclusive, irrevocable, royalty-free license to use, develop, manufacture, market, distribute and sell VitaGuard-based products and services in Southeast Asia. The agreement grants BGLC comprehensive rights to manufacture, market, and distribute VitaGuard-based tests across Southeast Asia, as well as the authority to hold local regulatory approvals and sublicense to third-party partners. As consideration, BGLC will pay Fidelion a $2 million license fee, in 24 equal monthly instalments and commit to at least $500,000 of VitaGuard reagent and system purchases in the first 24 months. Once the license fee is fully paid, the agreement becomes fully paid-up and royalty-free in the Territory, with no ongoing IP royalties or milestones on VitaGuard-based sales. The term is structured as a perpetual, exclusive license in Southeast Asia, designed to “run with” the VitaGuard IP in the Territory even if ownership of the underlying patents changes hands. The license agreement sits alongside the Share Subscription and Shareholders’ Agreement signed on November 12, 2025. Execution of the Southeast Asia license is specifically referenced in that agreement as a condition to completion of the equity transaction.