French biopharma company NurExone Biologic Inc. (OTCQB: NRXBF) announced Wednesday that its wholly owned U.S. subsidiary, Exo-Top Inc., has signed a binding memorandum of understanding with ExoLyra LLC. The MOU outlines terms for an exclusive distribution agreement in Mexico for Exo-Top's naïve mesenchymal stem cell (MSC)-derived exosome products.
The companies plan to finalize a definitive agreement within 45 calendar days. If completed, this would mark Exo-Top's first structured commercial entry for its naïve MSC-derived exosome portfolio.
Proposed Agreement Targets Mexico and Broader Latin American Expansion
Under the MOU, ExoLyra would receive exclusive rights to market, import, and sell Exo-Top's naïve exosome products in Mexico. The agreement also provides ExoLyra with a preferential right to negotiate exclusive distribution rights for Brazil and Panama for two years. Outside Mexico, ExoLyra would get non-exclusive global sales rights, subject to customer pre-clearance and customer-specific exclusivity provisions tied to purchase thresholds.
NurExone said the structure aligns with its dual-track strategy: generating near-term revenue through Exo-Top's commercial products while continuing to advance its regulated ExoPTEN therapeutic pipeline.
Financial Commitments and Performance Requirements Detailed
The proposed Mexico exclusivity period would initially span three years, with extension options that could bring the total term to 10 years if performance requirements are met. ExoLyra has agreed under the MOU to fund initial distribution and market penetration efforts with available capital of at least $800,000, including licensing fees.
The agreement also calls for a non-refundable territorial exclusivity fee totaling $180,000: a $40,000 payment upon signing the definitive agreement and an additional $140,000 payment once products are ready for commercial shipment. Beginning in the fourth year, Exo-Top would also be entitled to an annual sales maintenance fee of $100,000.
Minimum Purchase Thresholds Tied to Exclusivity
To retain exclusivity in Mexico, ExoLyra would need to satisfy minimum annual purchase commitments: 20,000 units during the first 18 months, increasing to 35,000 units in Year 2, 50,000 units in Year 3, and 60,000 units annually from Year 4 onward. At least half of those annual minimum purchases must be distributed within Mexico.
ExoLyra would also assume responsibility for regulatory compliance, including marketing, importation, distribution, labeling, and product classification requirements across active territories.
NRXBF Price Action: NurExone Biologic shares were trading at $0.40 on Wednesday, according to market data.
