On January 6, 2015, Nuo Therapeutics, Inc. entered into Distributor Agreement and License with Rohto Pharmaceutical Co. Ltd. Under the terms of the Rhoto Agreement, the company granted to Rohto a royalty bearing, nontransferable, exclusive license, with limited right to sublicense, to use certain of the company's intellectual property for the development, import, use, manufacturing, marketing, sale and distribution for all wound care and topical dermatology applications of the Aurix system and related intellectual property and know-how in human and veterinary medicine in Japan, in exchange for an upfront payment to the company of USD 3 million. The Rohto Agreement also contemplates a milestone payment of USD 1 million in the event the reimbursement price for the product in Japan is achieved in the future, and future royalty payments based upon net sales of such systems in Japan.

Rohto agreed to conduct required clinical and other studies for the marketing authorization with Japan's Ministry of Health, Labour and Welfare at its own expense, including submission of the marketing authorization application with such regulatory agency. In the event the company determines to seek distribution in other Eastern and South Eastern Asian countries, the parties agreed to negotiate in good faith such potential distribution arrangement. The initial term of the Rohto Agreement is fifteen years, which term is automatically renewable for an additional one-year period unless terminated by either party to the agreement.

The Rohto Agreement contains other terms and provisions that are customary to agreements of this nature.