EXHIBIT 10.1

EXHIBIT 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

ASSET PURCHASE AND SALE
AGREEMENT

by and between

THERIVA BIOLOGICS, INC.

as Seller

and

BIOSSIL LABS INC.

as Buyer

SYN-004 (ribaxamase) and related Purchased Assets

Dated as of October 30, 2026

ASSET PURCHASE AND SALE AGREEMENT

This ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 30, 2026 (the “Effective Date”) is by and between Theriva Biologics, Inc., a Nevada corporation (“Seller”), and Biossil Labs Inc., a corporation organized under the laws of Canada (“Buyer”). Seller and Buyer are each a “Party” and together the “Parties.” Capitalized terms are defined in Section 6.1 or where first used.

RECITALS

Seller owns or controls assets relating to the oral β-lactamase product known as SYN-004 (ribaxamase) and its improvements and modifications, the reformulation known as including SYN-007 (collectively, “Ribaxamase”). Seller wishes to sell, and Buyer wishes to purchase, the Purchased Assets and assume only the Assumed Liabilities. The Parties intend an outright sale, with no retained Seller ownership, license-back, reversion or control rights except as expressly stated in this Agreement.

In consideration of the mutual promises below, the Parties agree as follows:

ARTICLE I. TRANSFER OF PROPERTIES AND ASSETS OF SELLER

1.1 Sale and Transfer of Properties and Assets

Subject to the terms and conditions set forth herein, at the Closing, Seller hereby sells, assigns, and transfers to Buyer and Buyer hereby purchases from Seller, free and clear of all Liens other than Existing Third-Party Rights, all right, title and interest in and to the following assets owned by Seller at Closing (the “Purchased Assets,” also called the “Transferred Assets”):

1.2 Excluded Assets

Buyer expressly understands and agrees that Buyer is not purchasing or acquiring, and Seller is not selling or assigning, any assets or properties of Seller other than the Purchased Assets (the “Excluded Assets”). Notwithstanding Section 1.1, Excluded Assets include the following assets and properties of Seller:

1.3 Assumed Liabilities

At Closing, Buyer assumes and shall pay, perform, and discharge when due only the following Liabilities (the “Assumed Liabilities”):

1.4 Excluded Liabilities

Seller shall retain and discharge all Liabilities of Seller other than the Assumed Liabilities (the “Excluded Liabilities”), including:

1.5 Purchase Price

In consideration for the Purchased Assets, Buyer shall assume the Assumed Liabilities and pay the amounts expressly stated in this Section 1.5 (collectively, the “Purchase Price”).

For this purpose, “EMA Regulatory Approval” means the first marketing authorization granted by the European Commission through the centralized procedure following EMA review; an EMA or committee recommendation alone does not constitute that approval. Conditional or accelerated approval that authorizes commercial marketing constitutes Regulatory Approval. Clinical trial authorization, an IND becoming effective, a designation, a filing acceptance, compassionate-use permission or an emergency authorization that is not a marketing approval does not constitute Regulatory Approval.

If more than one previously unpaid Sales Milestone Event is first achieved in the same Calendar Quarter, each corresponding payment shall be due. There is no deemed achievement, acceleration or multiplication of a Milestone Payment by reason of any financing, license, asset transfer, merger or change of control.

For non-cash License Consideration, Buyer may elect to deliver Seller’s pro rata share in the form received, subject to Applicable Law and the applicable instrument’s transfer restrictions, or pay its reasonably determined fair market value at receipt. If lawful transfer is temporarily prohibited and Buyer elects in-kind participation, Buyer shall identify and hold Seller’s proportionate economic entitlement pending lawful transfer and shall remit Seller’s proportionate share of any dividends, distributions or monetization proceeds as received, without a forced sale or accelerated cash payment; Buyer shall not create or extend a transfer restriction primarily to defer Seller’s entitlement. Seller shall execute customary transfer documentation no more onerous, proportionately, than the documentation applicable to Buyer, without assuming unrelated Buyer obligations. Any dispute concerning allocation or value is resolved under Section 6.3; undisputed amounts remain payable.

License Consideration Payments are additional to the other Purchase Price components and are not subject to the Royalty Cap. Buyer shall provide written notice to Seller within thirty (30) days of Buyer’s or a Selling Party’s receipt of any License Consideration, setting forth in reasonable detail the calculation of the corresponding License Consideration Payment. Together with such notice, Buyer shall provide copies of any and all reports and calculations received by Buyer or the applicable Selling Party from the applicable licensee(s) with respect to the calculation or documentation of such payment amount. Buyer will pay to Seller the corresponding License Consideration Payment at the time of providing such notice. A payment expressly contingent on a future event is included only when actually received; no projected or maximum transaction value is deemed received. Consideration received by an Affiliate or successor on behalf of Buyer, or by a permitted assignee or transferee in connection with licensing the Purchased Assets, shall be treated as received for this purpose. Internal transfers among Buyer and its Affiliates are not counted again.

1.6 Tax Matters

1.7 Closing; Effective Date

The consummation of the purchase and sale of the Purchased Assets in accordance with this Agreement and the other transactions provided for herein (the “Closing”) shall take place on the Effective Date concurrently with the execution of this Agreement remotely via the electronic exchange of documents and signatures between the Parties and shall be deemed effective at 11:59 P.M. Eastern Daylight Time on the Business Day upon which this Agreement is fully executed by the Parties (the “Closing Date”). All events which shall occur at the Closing shall be deemed to occur simultaneously.

1.8 Closing Deliveries by Buyer. At or prior to Closing, Buyer shall deliver, or cause to be delivered, the following to Seller:

1.9 Closing Deliveries by Seller. At or prior to Closing, Seller shall deliver, or cause to be delivered, the following to Buyer:

1.10 Retained copies. Seller may retain copies of Assigned Books and Records only as reasonably needed for Tax, accounting, regulatory, compliance or litigation purposes, or to discharge Excluded Liabilities and its obligations hereunder. Copies remain subject to Section 4.2 and may not be used for research, development, commercialization or licensing. No license-back is created, and identifiable participant data may be retained only as permitted by Applicable Law.

1.11 Transition Assistance

For one hundred twenty (120) days after Closing (the “Transition Period”), Seller shall, on reasonable notice during normal business hours, make relevant personnel available for up to thirty (30) hours in total without charge to assist the transfer of Know-How, CMC information and historical clinical, regulatory, manufacturing and patent matters. Seller shall use reasonable efforts to facilitate introductions to relevant former personnel, inventors, patent counsel and contractors. Buyer shall reimburse Seller for any Third Party expenses incurred by Seller in providing such transition assistance, provided such expenses are approved in advance in writing. These time and hour limits do not limit Seller’s express obligations set forth in other provisions in this Agreement.

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth on the Disclosure Schedules attached hereto (the “Disclosure Schedules”), Seller hereby represents and warrants to Buyer as of the Closing Date as follows:

2.1 Organization and Authority

Seller is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the power and authority to operate the Purchased Assets, enter into this Agreement and any other Transaction Document to which it is a party, and perform its obligations hereunder and thereunder.

2.2 Authorization; Consents; Enforceability

2.3 Title; Completeness of Assets

2.4 Non-Contravention

Except for the Third Party Consents, execution and delivery of this Agreement and the other Transaction Documents by Seller do not, and the performance by Seller of its obligations hereunder and thereunder will not violate Seller’s organizational documents; materially violate Applicable Law or an order; materially breach an Assumed Contract or other arrangement binding a Purchased Asset; trigger acceleration, termination, additional payments or loss of material rights under such an arrangement; or create a Lien other than an Existing Third-Party Right.

2.5 Contracts and Commitments

2.6 Intellectual Property

2.7 Regulatory; Clinical; Manufacturing

2.8 Existing Materials; CMC

Section 2.8 of Seller Disclosure Schedule sets forth a report of all units of Purchased Inventory, if any, indicating category type, quantity, lot number (if applicable), location, and expiry or retest date. Materials included in the Purchased Inventory that are indicated on Section 2.8 of the Seller Disclosure Schedule as GMP materials have been manufactured, tested, stored and handled in material compliance with applicable GMP requirements. Available batch, analytical, release, stability, manufacturing and custody records in Seller’s possession as of Closing shall be included in the Purchased Assets. Schedule 1.1(d) may remain blank, and Seller makes no representation that drug substance, drug product or other materials exist or that any minimum quantity will be supplied. Investigational or expired materials are not warranted suitable for commercial use merely because they are transferred.

2.9 Litigation

Except as specifically disclosed, no Action is pending or, to Seller’s Knowledge, threatened in writing affecting the Purchased Assets, Products, Assumed Liabilities or this transaction. No outstanding order or settlement materially restricts the Purchased Assets or Buyer’s ownership thereof other than an Existing Third-Party Right.

2.10 Compliance with Law; Data Protection

Seller’s operation of the Purchased Assets, including collection, use, storage, disclosure and protection of personal data in connection therewith, have materially complied with Applicable Law, study participant consents, and privacy obligations in contracts to which Seller is a party. Set forth on Section 2.10 of the Seller Disclosure Schedule are any material security incidents that have occurred involving the Purchased Assets. Subject to disclosed consents and safeguards to be completed under Section 4.8, Seller has the lawful right to transfer the relevant data and rights to Buyer.

2.11 Taxes

No Purchased Asset is a United States real property interest for U.S. federal income tax purposes. All federal, state, local, and foreign income, ad valorem, excise, sales, use, payroll, unemployment, and other taxes and assessments (collectively, “Taxes”) that are due and payable by Seller have been fully paid and discharged. There are no unpaid Taxes that are or, to Seller’s Knowledge, could become a Lien on the Purchased Assets that require payment by Seller, except for Taxes not yet due and payable.

2.12 Brokers; Undisclosed Obligations

No broker, finder, or financial advisor acting as a broker or finder is entitled to a fee from Buyer or a Lien on Purchased Assets because of an arrangement by Seller. Seller has not intentionally omitted a material fact needed to make information expressly warranted in this Article II not materially misleading in context; this does not warrant projections or future results.

2.13 SYN-006 Assets

Notwithstanding anything to the contrary herein, except for the Fundamental Representations (as defined herein), Buyer acknowledges and agrees that Seller makes no representations or warranties express, implied, or statutory with respect to the SYN-006 Assets. Buyer will accept the SYN-006 Assets at the Closing “AS IS,” “WHERE IS” and “WITH ALL FAULTS.”

2.14 No Other Representations or Warranties

Except for the representations and warranties contained in this Article II, Seller has not made and expressly disclaims any other express or implied or statutory representations or warranties, either written or oral, including any representation or warranty as to the accuracy or completeness of the information regarding the Seller furnished or made available to Buyer or its representatives.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of Closing as follows:

3.1 Organization and Authority

Buyer is duly organized and validly existing under the laws of Canada, in good standing under the laws of Canada, and has the power and authority to enter into this Agreement and the Transaction Documents, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

3.2 Authorization and Consents

The execution, delivery, and performance by Buyer of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Buyer. This Agreement and the other Transaction Documents have been duly executed and delivered by Buyer and constitute legal, valid, and binding obligations of Buyer, enforceable against Buyer according to their terms, subject to applicable insolvency laws and equitable principles. No consents, notices, or filings from or to any Governmental Authority are required in connection with the execution and delivery of this Agreement by Buyer or the performance of its obligations hereunder, or the consummation of the transactions contemplated by this Agreement.

3.3 Non-Contravention

The execution and delivery of this Agreement and the other Transaction Documents by Buyer do not, and the performance by Buyer of its obligations hereunder and thereunder will not violate Buyer’s organizational documents; materially violate Applicable Law or an order; or materially breach any Contract to which Buyer is a party.

3.4 Litigation

No Action is pending or, to Buyer’s Knowledge, threatened in writing that would prevent or materially impair its execution and performance of this Agreement.

3.5 Closing Funds

Buyer has sufficient immediately available funds to make the Upfront Payment at Closing. Payment under Section 1.9 satisfies this funding requirement; no separate proof-of-funds certificate or disclosure of unrelated financial information is required.

3.6 Scope of Undertakings

Buyer’s obligations are only those expressly stated here. Buyer does not guarantee a contingent payment, clinical, regulatory or commercial success, or a minimum cash balance. No Buyer shareholder or Affiliate provides a guarantee. Buyer remains responsible for its express payment and performance obligations when they arise.

3.7 Broker

Buyer has not employed any broker, finder, or consultant acting as a broker or finder in connection with the transactions contemplated by this Agreement who would be entitled to a broker’s, finder’s or similar fee or commission in connection therewith or upon consummation thereof.

ARTICLE IV. COVENANTS

4.1 Records and Limited Cooperation

From time to time, at Buyer’s request, Seller shall provide Buyer with reasonable access during normal business hours to books, records, files, and correspondence, in each case whether in hard copy or computer format, related to the Exploitation of Ribaxamase to the extent not included in the Purchased Assets and solely to the extent such items are reasonably necessary in connection with any inquiry from a Governmental Authority or to submit any regulatory approval application in connection with a Product and subject in all cases to Seller’s obligations of confidentiality, privilege, and data protection. Buyer shall reimburse Seller for its reasonable and documented out-of-pocket expenses incurred in connection with such access. Neither Party shall destroy material records related to the Exploitation of Ribaxamase before the end of applicable retention periods therefor pursuant to Applicable Law. Each Party shall make such information available to the other Party upon reasonable request in connection such Party’s defense of a third party claim or response to an inquiry from a Governmental Authority. This Section gives Seller no general inspection right over Buyer’s premises, personnel, systems, development activities or financial records and may not be used to obtain a payment audit outside Section 4.3(b).

4.2 Confidentiality; Non-Use; Publicity

4.3 Payment Records; Audits; Development Updates

The Parties shall discuss discrepancies identified by the accountant in good faith for thirty (30) days before using Section 6.3. Undisputed underpayments shall be paid, and overpayments refunded or credited at Buyer’s election, within thirty (30) days after determination. Seller shall bear its audit costs unless an agreed or finally determined underpayment exceeds the greater of five percent (5%) of the amount properly due for the audited period or US$25,000, in which case Buyer shall reimburse Seller for its reasonable audit costs.

4.4 Development and Commercial Control

4.5 Further Assurances; Consents; Non-Assigned Contracts

4.6 Protective License; Rights of Reference; Covenant Not to Sue

4.7 Regulatory Transition

The Parties shall execute and submit the notices, acceptances, reference authorizations and other documents required to transfer ownership and sponsorship of Product-specific Regulatory Filings and Approvals to Buyer or its qualified designee. Documents within a Party’s control shall be completed promptly and within ten (10) Business Days after Closing, or earlier if required by law, unless the Parties agree to another lawful timetable. Later regulatory effectiveness does not postpone Closing.

Until a regulatory transfer of a Regulatory Filing and Approval is legally effective, Seller shall continue its non-delegable duties at Buyer’s expense, and the Parties shall cooperate in a lawful interim arrangement. Seller shall not withdraw, inactivate, surrender or materially amend a filing without Buyer’s written consent, except as legally required; provided that if the reason for a delay in the transfer of a Regulatory Filing and Approval is due to any act or omission of Buyer, Seller shall not be required to maintain such Regulatory Filing or Approval for longer that six (6) months following Closing. The Parties shall identify operational regulatory and safety contacts in writing and promptly exchange information needed for mandatory safety reporting and continuity.

4.8 Data Privacy and Security

Each Party shall comply with Applicable Law governing personal data, health information, specimens and cross-border transfers. The Party shall cooperate to ensure that required safeguards and instruments are in place before restricted data are actually transferred. Where direct delivery is unlawful, Seller shall cooperate to obtain a lawful equivalent, access arrangement or consent; the restriction does not exclude otherwise Purchased Assets or release continuing transfer duties. Appropriate de-identification may be used without impairing required safety reporting or data integrity. Each Party shall promptly give legally required or reasonably necessary notice of material security incidents affecting transferred data in its custody and cooperate in containment and required notifications.

ARTICLE V. INDEMNIFICATION

5.1 Survival

Representations in Section 2.1, Section 2.2(a), Section 2.3(a), the first sentence of Section 2.11, Section 3.1 and Section 3.2 (the “Fundamental Representations”) survive until such date that is sixty (60) days after the expiration of the relevant statute of limitations. Section 2.11 survives until sixty (60) days after the applicable Tax assessment limitation period, including valid extensions. Other representations survive twelve (12) months after Closing. Notwithstanding the foregoing provisions of this Section 5.1, including the immediately preceding sentence, any covenant, representation, or warranty that is the subject of a claim for indemnification which is asserted pursuant to the terms hereof after the Closing and within the applicable survival period specified herein will survive until, but only for purposes of, the resolution of such claim. The covenants and agreements of the Buyer and the Seller that are required to be performed by any such Person after the Closing shall survive the Closing in accordance with their respective terms. For the avoidance of doubt, claims involving Fraud shall not be limited by any survival period herein.

5.2 Indemnities

5.3 Claim Procedures

5.4 Subrogation

Upon making any payment to an Indemnitee in respect of any Losses under this Article V, including by final offset, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnitee and its Affiliates against any Third Party in respect of the Losses to which such payment relates. The Indemnified Party shall cooperate at the Indemnifying Party’s reasonable expense.

5.5 Offset

Buyer may offset amounts agreed in writing or finally determined under Section 6.3 as owed by Seller to a Buyer Indemnitee against amounts owed to the Seller under this Agreement other than the Upfront Payment. Buyer shall state the amount and basis, and the offset discharges that payment to the same extent. Assignees of Seller’s payment rights take subject to this Section and Buyer’s defenses.

Buyer may temporarily withhold a reasonable, good-faith estimate of an indemnity claim supported by a Claim Notice, not exceeding the payment otherwise due. Seller may dispute it by providing notice to Buyer within twenty (20) Business Days. Within fifteen (15) Business Days after the date of such notice of a dispute, Buyer shall either pay the disputed amount or deposit it with an independent regulated escrow agent reasonably acceptable to both Parties. Buyer shall commence arbitration within sixty (60) days after the dispute notice unless otherwise agreed, or the reserve shall be released. Neither Party shall unreasonably delay agent selection. Buyer bears ordinary escrow costs pending resolution, subject to the award. Proper withholding or escrow in accordance with this Section is not a payment default. Amounts and earnings shall be released as agreed or finally determined; a provisional reserve counts toward the Royalty Cap only when finally applied as an offset.

5.6 Insurance and Other Recoveries

Losses are reduced by insurance or Third Party recoveries actually received for the same Loss, net of reasonable recovery costs, deductibles and attributable premium increases, not hypothetical recoveries. The Indemnified Party shall use commercially reasonable efforts to seek available recovery where reasonable, but need not first exhaust insurance, litigate or prejudice a material commercial relationship. A later net recovery shall be reimbursed up to the indemnity already received, without double recovery.

5.7 Mitigation

The Indemnified Party shall use commercially reasonable efforts to mitigate, without unreasonable expense, material disruption or prejudice to safety or acquired rights. The Indemnifying Party must establish any failure and the resulting increase in Loss. Reasonable mitigation costs are indemnifiable. No Party must claim against an Affiliate or accept a materially adverse non-monetary remedy.

5.8 Limitations and Remedies

5.9 Tax Treatment of Indemnification Payments.

All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

ARTICLE VI. MISCELLANEOUS

6.1 Definitions

The following definitions apply throughout this Agreement. Other capitalized terms are defined where first used.

“Accounting Standards” means U.S. generally accepted accounting principles or International Financial Reporting Standards, as applicable to the relevant Selling Party, consistently applied. Changes required by those standards are permitted if not selectively used to reduce amounts payable under this Agreement.

“Action” means any action, suit, claim, litigation, arbitration, proceeding, investigation, audit, hearing or inquiry by or before a Governmental Authority or other tribunal.

“Affiliate” means, with respect to a Person, any Person directly or indirectly controlling, controlled by or under common control with that Person. “Control” means ownership or control of more than fifty percent (50%) of voting interests or the power to direct management and policies. An entity ceases to be an Affiliate when that control ceases; any transfer of Purchased Assets in connection with that cessation remains subject to Section 6.8.

“Applicable Law” means any applicable federal, provincial, state, local, foreign or supranational law, statute, ordinance, rule, regulation, binding order, judgment, decree or other legally enforceable governmental requirement, including applicable regulatory, privacy and data-protection requirements.

“Business Day” means a day other than Saturday, Sunday or a day on which commercial banks in New York, New York or Toronto, Ontario are required or authorized by law to close.

“Calendar Quarter” means each three-month period ending March 31, June 30, September 30 or December 31, with the first and last periods shortened as necessary. “Calendar Year” means a year beginning January 1 and ending December 31, with the first period after Closing shortened as necessary.

“CMC” means chemistry, manufacturing and controls.

“Commercially Reasonable Efforts” means reasonable good-faith efforts that Buyer would use for a product of similar development stage and commercial potential within its own business, assessed reasonably in light of Buyer’s resources and practices. Relevant factors include safety, efficacy, clinical results, scientific and technical feasibility, CMC and supply constraints, regulatory requirements and prospects, patent and regulatory protection, competition, market size, pricing and reimbursement, patient access, expected risk-adjusted profitability, development and commercialization costs (including contractual payments), available resources and financing, and portfolio priorities. Buyer may consider these factors as they evolve, but may not allocate resources or structure activities primarily to evade its express obligations to Seller.

“Confidential Information” means non-public technical, scientific, business, financial or other proprietary information of a Party or its Affiliates disclosed or made available in connection with the transaction, regardless of form, including the Transaction Documents, Know-How, data, materials and pre-Closing diligence information. It excludes information the receiving Party establishes by reasonable written evidence was lawfully known without restriction before disclosure, was lawfully received from a Third Party without a confidentiality duty, becomes public without breach, or is independently developed without use of the protected information. These exceptions are subject to Section 4.2(c) for information acquired by Buyer at Closing.

“Contract” means a legally binding written or oral contract, agreement, instrument, commitment or undertaking, including a license, research or clinical agreement, work order, quality or supply agreement, funding agreement, option, covenant not to sue or confidentiality agreement.

“Data Room” means the virtual data room entitled “SYN-004 (Ribaxamase) Product Diligence” hosted by Sharefile in connection with the transactions contemplated by this Agreement.

“EMA” means the European Medicines Agency or its successor.

“Existing Third-Party Rights” means only (i) Liens, encumbrances, contractual restrictions and other Third Party rights specifically identified in a complete Schedule to this Agreement and expressly accepted in writing by Buyer as permitted to survive Closing; (ii) statutory Liens for current Taxes that are not yet due and payable as of the Closing Date or which are being contested in good faith; and (iii) Liens imposed by Applicable Law (such as materialmen’s, mechanic’s, workmen’s, carrier’s and repairmen’s Liens).

“Exploit” means research, develop, make, have made, use, test, study, register, obtain approval for, package, label, store, transport, market, promote, offer for sale, sell, import, export, distribute, modify, improve or otherwise exploit; “Exploitation” has the corresponding meaning.

“FDA” means the United States Food and Drug Administration or its successor.

“First Commercial Sale” means the first arm’s-length sale by a Selling Party of a Product to an independent Third Party end user or distributor for commercial use, after obtaining any Regulatory Approval required for that sale, excluding clinical, compassionate-use, evaluation and sample supplies not intended as ordinary commercial sales.

“Fraud” means an actual and intentional misrepresentation in any representation or warranty made by such Party herein with knowledge of its falsity and made to induce the other Party to enter into the transactions contemplated by this Agreement. Fraud does not include constructive or equitable fraud, negligent misrepresentation or a theory based solely on negligence.

“GMP” means applicable current good manufacturing practices under Applicable Law.

“Governmental Authority” means any national, state, provincial, local, foreign or supranational government or regulatory authority, court, agency, department, commission, official or other body exercising governmental powers.

“IND” means an investigational new drug application or equivalent authorization or submission necessary to conduct a human clinical study, and its amendments, supplements and related records.

“Intellectual Property Rights” means patents and patent applications; rights in inventions; Trademarks; copyrights, database rights and rights in software and documentation; trade secrets and Know-How; and other intellectual property or proprietary rights, including rights to apply for, register, renew, enforce and recover for violation of those rights worldwide.

“Know-How” means research, technical, scientific, manufacturing, regulatory and other proprietary information, including discoveries, inventions, methods, protocols, assays, specifications, formulas, sequences, materials, processes, techniques, trade secrets, operating procedures, databases, data, results, reports, skills and experience, whether or not patentable or reduced to a particular medium.

“Knowledge” means, for Seller, the actual knowledge of the persons identified in Section 6.1 of the Seller Disclosure Schedule. For Buyer, Knowledge means the actual knowledge of its executive officers after reasonable inquiry of the employees responsible for the relevant transaction matter.

“Liability” means any debt, liability or obligation, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, asserted or unasserted, including under Applicable Law, a Contract or an Action.

“License Consideration” has the meaning and scope specified in Section 1.5(f).

“Lien” means a mortgage, pledge, charge, hypothecation, security interest, lien, encumbrance, adverse ownership claim or other restriction on title, transfer or use, but not including the terms of any Assumed Contract.

“Losses” means actual losses, damages, Liabilities, judgments, settlements, interest, penalties, reasonable costs of investigation, defense, remediation and enforcement, and reasonable fees and expenses of counsel, accountants and other professional advisors, subject to Section 5.8.

“Net Sales” means the gross amounts invoiced by the Selling Parties for sales or other commercial dispositions of Products to independent Third Parties, less the following deductions to the extent actually allowed, incurred or accrued in accordance with Accounting Standards, specifically attributable to those sales, customary, consistently applied and not otherwise deducted: trade, quantity and cash discounts; rebates, chargebacks and mandatory or negotiated payments to payors, purchasing organizations and governmental programs; credits or allowances for returns, recalls, rejections, damaged or expired goods, billing errors and retroactive price adjustments; separately identified freight, shipping, insurance, handling and customs charges on outbound delivery; sales, use, value-added, excise and similar transaction Taxes, excluding income Taxes; customary distribution and wholesaler fees for services directly relating to the sale; and bad debts actually written off, with subsequent recoveries added back. Deductions may be estimated reasonably when accrued and shall be reconciled to actual amounts in subsequent reports. General overhead, research and development expenditure, manufacturing cost, intercompany profit, income Taxes, and royalties or other intellectual-property payments are not deductions.

Transfers between Selling Parties are disregarded unless the transferee is the end user; the first subsequent arm’s-length sale to an independent Third Party is counted, once only. Sales to independent distributors are counted at the Selling Party’s invoiced amount unless the distributor is itself a Selling Party and its subsequent sale is reported instead, without duplication. A sale by a licensee is measured by that licensee’s Product sales, not merely the royalty received by Buyer. Bona fide free samples, non-commercial clinical or preclinical supplies, donations and compassionate-use supplies without commercial revenue are excluded; commercially priced supplies are not excluded merely by their label. A non-arm’s-length transfer to an end user or non-cash commercial exchange is included at the reasonable arm’s-length value of the Product consideration, without counting non-revenue research material transfers. Net Sales include revenue from a Product that is a service, measured under the same principles.

Where a Product is sold in a combination, co-pack, bundle or co-administration arrangement with another distinct active ingredient, product or service that does not use or embody a Purchased Asset in its own right, the attributable Net Sales shall be the total net selling price multiplied by A/(A+B), where A is the applicable separate arm’s-length selling price of the Product component and B is the aggregate corresponding price of the other components in the relevant market and period. If reliable separate prices are unavailable, Buyer shall use a reasonable, documented allocation based on relative fair values, consistently applied. This allocation avoids charging the full value of independently supplied companion products or services, does not remove the underlying Product from the agreed definition, and may not be used to shift Product value artificially to another component. A receipt constituting License Consideration under Section 1.5(f) is not also included in Net Sales.

“Person” means an individual, corporation, partnership, limited liability company, association, trust, Governmental Authority or other legal entity.

“Product” or “Products” means each of the oral β-lactamase product known as SYN-004 (ribaxamase), its reformulation known as SYN-007, and the carbapenemase product known as SYN-006, including in each case its active moiety and all forms, compositions, sequences, fragments, salts, esters, isomers, stereoisomers, metabolites, polymorphs, hydrates, solvates, prodrugs, conjugates, formulations, dosage forms and methods of administration; all derivatives, analogs, modifications, improvements and next-generation compounds or products derived from, based on, incorporating or using any of the foregoing; and any product or service that contains, incorporates, is conjugated or tethered to, is co-administered with, or is covered by or uses any Transferred Asset. This definition governs contingent consideration and diligence; it does not expand the transferred ownership perimeter beyond the definition of Purchased Assets.

“Purchased IP” means (i) all Transferred Patents, and (ii) all other Intellectual Property Rights owned by Seller at Closing and exclusively related to the Exploitation of Ribaxamase, including, to the extent exclusively related to the Exploitation of Ribaxamase, Know-How, data rights, and associated goodwill. Rights licensed from a Third-Party pass only under an expressly assigned Assumed Contract.

“Regulatory Approval” means an approval, authorization or registration granted by the competent Governmental Authority permitting commercial marketing of a Product for an indication, including an approved new drug application, biologics license application, marketing authorization application or equivalent. It does not require separate pricing or reimbursement approval.

“Regulatory Filings and Approvals” means all permits, certifications, regulatory applications, INDs, new drug and biologics applications, marketing authorization applications, approvals, registrations, clinical trial authorizations, drug master files to the extent owned or assignable, reference rights, and other similar rights or privileges of any nature, in each case (i) granted, issued, approved, or allowed by any Governmental Authority, (ii) owned and used or held for use by Seller exclusively with respect to the Exploitation of Ribaxamase, and (iii) transferable under Applicable Law.

“Representatives” means a Person’s directors, officers, employees, agents, contractors, legal counsel, accountants and other professional advisors.

“Selling Parties” means Buyer and its Affiliates and any assignee, transferee, licensee, sublicensee or commercialization partner that directly or indirectly Exploits a Product under or through rights acquired from Buyer in a Product or Purchased Asset. A Third Party providing services only, without commercialization rights, is not a Selling Party solely because it is a contractor.

“Tax” means any tax, levy, duty, assessment or governmental charge of any kind, including related interest, penalties and additions. “Tax Return” means any return, report, statement, election, claim for refund or other filing relating to Taxes, including amendments.

“Third Party” means a Person other than Buyer, Seller or their respective Affiliates, except where the context expressly requires inclusion of a successor or other Selling Party.

“Trademarks” means trademarks, service marks, trade names, trade dress, logos, domain names and similar identifiers, together with registrations, applications, renewals and associated goodwill.

“Transaction Documents” means this Agreement, its Schedules and Exhibits, the Bill of Sale, Assignment and Assumption Agreement, patent and other intellectual-property assignments, regulatory transfer instruments and other ancillary instruments executed pursuant to this Agreement.

“Transfer Taxes” means transfer, documentary, sales, use, stamp, registration, value-added, goods and services, harmonized sales, recording and similar Taxes and fees (including any penalties and interest) arising from the transfer of the Purchased Assets and incurred in connection with this Agreement and the other Transaction Documents, but not income or gains Taxes.

“Transferred Patents” means all patents and patent applications, and all of Seller’s ownership interests therein, owned as of Closing and set forth on Schedule 1.1(a).

6.2 Notices

Notices shall be in writing and delivered personally, by recognized overnight courier or by email to the addresses below or a replacement notified under this Section. Notice is effective on receipt. Email is received when sent without a failure or undeliverable response; email received after 5:00 p.m. at the recipient’s location or on a non-Business Day takes effect the next Business Day. A notice commencing arbitration or asserting a material breach must also be sent by courier or acknowledged by the recipient, without acknowledgment of its merits. Requests and updates under Section 4.3(c) require email only.

If to Buyer:

Biossil Labs Inc.
35 Mariner Terrace, Unit 3309

Toronto, Ontario, Canada

M5V 3V9
Attention: Anthony Mouchantaf, Chief Executive Officer
Email: [***]

If to Seller:

Theriva Biologics, Inc.
9605 Medical Center Drive, Suite 270

Rockville, Md 20850

Attention: Steven Shallcross, CEO
Email: [***]

With a copy to counsel (not notice):

Blank Rome LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Leslie Marlow, Esq.

6.3 Governing Law; Arbitration; Equitable Relief

6.4 Counterparts; Electronic Signatures

Transaction Documents may be signed in counterparts and by electronic signature or transmission, with the effect of originals to the extent permitted by law. A reasonably requested original or locally compliant instrument shall be provided where needed for recordation; later delivery does not postpone Closing or an already effective transfer.

6.5 Entire Agreement

This Agreement, its Schedules and Exhibits and the other Transaction Documents are the entire agreement between Buyer and Seller concerning this transaction and supersede their prior discussions and understandings on that subject.

This Agreement controls a conflict with an ancillary transfer instrument as between Buyer and Seller, without overriding an independent Third Party’s rights under an instrument it signed.

6.6 Amendments and Waivers

Amendments must be in writing signed by Buyer and Seller and any additional signatory whose own rights or obligations are adversely affected. A waiver must be express, written and signed by the granting Party. Delay, partial exercise or a course of dealing does not waive a right, and a waiver in one instance is not continuing.

6.7 Binding Effect; Beneficiaries

This Agreement binds and benefits the Parties and permitted successors and assigns. Only Indemnitees under Article V, acting through the relevant Party have intended Third Party rights. Deferred consideration gives Seller no ownership in Buyer, a Product or Purchased Assets.

6.8 Assignment; Change of Control

6.9 Interpretation

Article, Section, Schedule and Exhibit references are to this Agreement unless stated otherwise. “Including” is not limiting; singular includes plural; “or” is not necessarily exclusive; and a Person includes permitted successors and assigns. References to Contracts include disclosed amendments but do not make Buyer assume an undisclosed amendment or an unauthorized post-Closing change. References to law include applicable amendments and successors. Headings do not affect interpretation, and no presumption applies against a drafter.

“Paid” includes properly remitted withholding and final offsets as expressly provided, not an unpaid accrual or provisional reserve. Days are calendar days unless otherwise stated; deadlines falling on a non-Business Day extend to the next Business Day, except mandatory legal deadlines.

6.10 Severability

An invalid or unenforceable provision shall be limited or severed to the lawful extent without impairing the remainder, unless that would defeat a material transaction purpose. The Parties shall seek a valid replacement reflecting the original intent and allocation of value, without automatically increasing Buyer’s payments or granting retained asset rights.

6.11 Expenses

Each Party bears its own transaction and advisory expenses except as expressly allocated here.

6.12 Force Majeure

A Party is not liable for delay of a non-monetary duty caused by an event beyond its reasonable control that it could not reasonably prevent or overcome. It shall promptly notify the other, use commercially reasonable efforts to mitigate and resume performance, and keep the other informed. Relief lasts only while and to the extent performance is prevented. Lack of funds, reduced profitability, market changes or an ordinary contractor failure do not qualify. This does not excuse accrued undisputed payments, non-delegable safety duties, reasonable protection of confidential information and records, or prior liability, and creates no asset reversion. Scientific or regulatory developments affecting diligence are assessed under Section 4.4.

SIGNATURE PAGE

The Parties have executed this Agreement through their authorized representatives as of the Effective Date.

[Signature Page to Asset Purchase and Sale Agreement]