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Exhibit 10.9

 

INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of November 4, 2025, is made by BEYOND AIR, INC., a Delaware corporation (“Debtor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

 

A.Debtor issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time (the “Note”), pursuant to a certain Note Purchase Agreement of even date herewith by and between Debtor and Secured Party (the “Purchase Agreement”).

 

B.In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into that certain Security Agreement of even date herewith by and between Debtor and Secured Party (the “Security Agreement”) and to grant Secured Party a security interest in certain “Collateral” as defined in the Security Agreement.

 

C.Under the terms of the Security Agreement, Debtor has granted to the Secured Party a security interest in, among other property, certain intellectual property of the Debtor, and has agreed to execute and deliver this IP Security Agreement for recording with governmental authorities, including, but not limited to, the United States Patent and Trademark Office.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Grant of Security. Debtor hereby pledges and grants to Secured Party a security interest in and to all of the right, title, and interest of such Debtor in, to, and under the following (the “IP Collateral”):

 

(a) the patents, patent applications and trademarks set forth on Schedule 1 hereto and all reissues, divisions, continuations, continuations-in-part, renewals, extensions, and reexaminations thereof, and amendments thereto;

 

(b) the trademark registrations and applications set forth on Schedule 1 hereto, together with the goodwill connected with the use thereof and symbolized thereby, and all extensions and renewals thereof;

 

(c) all rights of any kind whatsoever of Debtor accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world;

 

(d) any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and

 

(e) any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

 

 

 

 

2. Recordation. Debtor authorizes the Commissioner for Patents and the Commissioner for Trademarks in the United States Patent and Trademark Office to record and register this IP Security Agreement upon request by the Secured Party.

 

3. Loan Documents. This IP Security Agreement has been entered into pursuant to and in conjunction with the Security Agreement, the Purchase Agreement, the Note and all other documents related thereto and entered into in connection therewith (the “Loan Documents”), which are hereby incorporated by reference. The provisions of the Loan Documents shall supersede and control over any conflicting or inconsistent provision herein. The rights and remedies of the Secured Party with respect to the IP Collateral are as provided by the Loan Documents and nothing in this IP Security Agreement shall be deemed to limit such rights and remedies.

 

4. General Representations and Warranties. In addition to those representations and warranties made in the Security Agreement, Debtor hereby represents and warrants to Secured Party that:

 

(a) Debtor owns, has independently developed, and has the valid right to encumber use, possess, develop, sell, license, copy, distribute, market, advertise and/or dispose of all IP Collateral.

 

(b) The IP Collateral does not infringe, whether indirectly (e.g., contributorily or by induced infringement) or directly, upon any copyright, trademark, trade dress, trade secret or patent or other proprietary or intellectual property right of any third party in the United States or in any country or jurisdiction worldwide, and that no third party in the United States or in any country or jurisdiction worldwide has made any infringement or misappropriation claims against Debtor regarding the IP Collateral.

 

(c) The IP Collateral is free and clear of any liens or other encumbrances.

 

(d) All applications and registrations related to the IP Collateral are valid, enforceable, subsisting, and have not expired, been revoked or cancelled for failure to prosecute, and all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of the Debtor.

 

(e) Debtor has not assigned any right, title or interest in the IP Collateral to any third party.

 

(f) There is no pending or threatened claim or litigation contesting the validity or ownership of the IP Collateral. There is no legitimate basis for any such claim, nor has Debtor received any notice asserting that any IP Collateral or the proposed encumbrance, use, sale, license or disposition thereof conflicts or shall conflict with the rights of any other party, nor is there any legitimate basis for any such assertion.

 

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(g) Debtor represents and warrants to Secured Party that Schedule 1 attached hereto is a true, complete and accurate list of all patents, patent applications, trademarks and trademark applications owned by Debtor.

 

5. Execution in Counterparts. This IP Security Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic signature (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

6. Successors and Assigns. This IP Security Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. This IP Security Agreement may be assigned by Secured Party to its affiliates that are permitted assignees of the Note, upon prior written notice to Debtor, without the need to obtain Debtor’s consent thereto, provided that any such assignee agrees in writing to by bound by the terms of all Transaction Documents (as defined in the Purchase Agreement) as though an original party thereto. Except as set forth above, neither Secured Party nor Debtor may assign its rights or obligations under this IP Security Agreement or delegate its duties hereunder, whether directly or indirectly, without the prior written consent of the other party, and any such attempted assignment or delegation shall be null and void.

 

7. Governing Law; Arbitration. This IP Security Agreement and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this IP Security Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the United States and the State of Utah, without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction), and will be subject to the Arbitration Provisions (as defined in the Purchase Agreement) attached as an exhibit to the Purchase Agreement.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, Debtor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

 

  BEYOND AIR, INC., AS DEBTOR
     
  By:

/s/ Steven A. Lisi

   

Steven Lisi, CEO

     
 

Address for Notices:

   
 

900 Stewart Avenue, Suite 301

 

Garden City, New York 11530

 

  AGREED TO AND ACCEPTED:
     
  STREETERVILLE CAPITAL, LLC, AS SECURED PARTY
     
  By:

/s/ John Fife

    John M. Fife, President
     
  Address for Notices:
   
 

297 Auto Mall Drive #4

  St. George, Utah 84770

 

[Signature Page to Intellectual Property Security Agreement]

  

 

 

 

SCHEDULE 1

 

PATENTS

 

TITLE COUNTRY APP NO. FILING DATE STATUS PATENT NO. GRANT DATE
Filter Cartridge US 29783549 May 13, 2021 Granted D1,003,416 Oct 31, 2023
Filter Cartridge Europe 008755482-001 Nov. 11, 2021 Granted 008755482-001 Apr 11, 2022
Filter Cartridge Europe 008755482-002 Nov. 11, 2021 Granted 008755482-002 Apr 11, 2022
Filter Cartridge Europe 008755482-003 Nov. 11, 2021 Granted 008755482-003 Apr 11, 2022
Filter Cartridge Europe 008755482-004 Nov. 11, 2021 Granted 008755482-004 Apr 11, 2022
Filter Cartridge Europe 008755482-005 Nov. 11, 2021 Granted 008755482-005 Apr 11, 2022
Filter Cartridge Europe 008755482-006 Nov. 11, 2021 Granted 008755482-006 Apr 11, 2022
Filter Cartridge Australia 202116640 May 13, 2021 Granted 202116640 Oct 3, 2022
Filter Cartridge Australia 202116641 May 13, 2021 Granted 202116641 Oct 3, 2022
Filter Cartridge Canada 207471 May 13, 2021 Granted 207471 Nov 2, 2023
Filter Cartridge Japan 2021-024321 Nov 8, 2021 Granted 1732402 Dec 8, 2022
Filter Cartridge Japan 2022-016921 Nov 8, 2021 Granted 1739505 Mar 10, 2023
Filter Cartridge Korea 30-2021-0053711 Oct 28, 2021 Granted 30-1209659 Mar 27, 2023
Systems and Methods for Delivery of Nitric Oxide Gas PCT PCT/US2024/054110 Nov 1, 2024 Pending    
Display Screen or Portion Thereof with Graphical User Interface US 29/915,808 Nov 3, 2023 Granted D1,085,129 July 22, 2025
Nitric Oxide Generation System US 29/915,812 Nov 3, 2023 Granted D1,097,117 Oct 7, 2025
Nitric Oxide Generation System Australia 202412583 Apr 24, 2024 Granted 202412583 Aug 6, 2024
Nitric Oxide Generation System Australia 202415404 Apr 24, 2024 Granted 202415404 Aug 6, 2024
Nitric Oxide Generation System Canada 229852 Apr 23, 2024 Granted 229852 Aug 25, 2025
Nitric Oxide Generation System Europe 015059483--0001 May 2, 2024 Granted 015059483--0001 May 7, 2024
Nitric Oxide Generation System Europe 015059483--0002 May 2, 2024 Granted 015059483--0002 May 7, 2024
Nitric Oxide Generation System UK 6363579 May 2, 2024 Granted 6363579 May 12, 2024
Nitric Oxide Generation System UK 6363580 May 2, 2024 Granted 6363580 Nov 8, 2024
Nitric Oxide Generation System Japan 20248859 Apr 30, 2024 Granted 1800837 Jun 12, 2024
Nitric Oxide Generation System Korea 3020240016697 Apr 29, 2024 Granted 30-1303476 Apr 22, 2025
Cancer Treatment Using Ultra-High Gaseous Nitric Oxide and a Checkpoint Inhibitor Australia 2023302931 July 6, 2023 Pending    
Cancer Treatment Using Ultra-High Gaseous Nitric Oxide and a Checkpoint Inhibitor Brazil 1120240262600 July 6, 2023 Pending    

 

 

 

 

Cancer Treatment Using Ultra-High Gaseous Nitric Oxide and a Checkpoint Inhibitor Canada 3259534 July 6, 2023 Pending    
Cancer Treatment Using Ultra-High Gaseous Nitric Oxide and a Checkpoint Inhibitor Europe 238360853 July 6, 2023 Pending    
Cancer Treatment Using Ultra-High Gaseous Nitric Oxide and a Checkpoint Inhibitor Israel 317623 July 6, 2023 Pending    
Cancer Treatment Using Ultra-High Gaseous Nitric Oxide and a Checkpoint Inhibitor Japan 2024575715 July 6, 2023 Pending    
Cancer Treatment Using Ultra-High Gaseous Nitric Oxide and a Checkpoint Inhibitor Korea 1020257003403 July 6, 2023 Pending    
Cancer Treatment Using Ultra-High Gaseous Nitric Oxide and a Checkpoint Inhibitor New Zealand 817955 July 6, 2023 Pending    
Cancer Treatment Using Ultra-High Gaseous Nitric Oxide and a Checkpoint Inhibitor United States 18987013 July 6, 2023 Pending    
Method Employing Gaseous Nitric Oxide for Inhibiting Tumor Growth* Australia 2020393171 Nov 25, 2020 Pending    
Method Employing Gaseous Nitric Oxide for Inhibiting Tumor Growth* Brazil 1120220100728 Nov 25, 2020 Pending    
Method Employing Gaseous Nitric Oxide for Inhibiting Tumor Growth* Europe 20892310.2 Nov 25, 2020 Pending    
Method Employing Gaseous Nitric Oxide for Inhibiting Tumor Growth* Israel 293337 Nov 25, 2020 Pending    
Method Employing Gaseous Nitric Oxide for Inhibiting Tumor Growth* United States 17/779,709 Nov 25, 2020 Pending    
System and Method for Delivery of Gas to a Tissue* Australia 2020393170 Nov 25, 2020 Pending    
System and Method for Delivery of Gas to a Tissue* Canada 3158501 Nov 25, 2020 Pending    
System and Method for Delivery of Gas to a Tissue* Europe 20893759.9 Nov 25, 2020 Pending    
System and Method for Delivery of Gas to a Tissue* India 202227036418 Nov 25, 2020 Pending    
System and Method for Delivery of Gas to a Tissue* New Zealand 789643 Nov 25, 2020 Pending    
System and Method for Delivery of Gas to a Tissue* United States 17/620,696 Nov 25, 2020 Granted 11524127 Dec 13, 2022
System and Method for Delivery of Gas to a Tissue* United States 17/980,364 Nov 25, 2022 Granted 11819606 Nov 21, 2023
System and Method for Delivery of Gas to a Tissue* United States 18/368,910 Nov 25, 2022 Pending    
Treatment of Primary and Secondary Lung Tumors Using Gaseous Nitric Oxide Inhalation* United States 18/115,029 Aug 27, 2021 Pending    
Methods of Producing Tumor Vaccines and Uses Thereof* United States 18/563,241 May 25, 2022 Pending    
Methods And Apparatuses For Delivering Gaseous Nitric Oxide Treatments United States 19/053,541 Feb 14, 2025 Pending    
System And Method For Delivery Of Gas To A Tissue PCT PCT/US24/29884 May 17, 2024 Pending    
Cancer Treatment Using A Low Flow Of Ultra-High Concentration Gaseous Nitric Oxide PCT PCT/US25/23017 April 3, 2025 Pending    
N-omega-PROPYL-L-ARGININE PHOSPHATE US 63/786,358 April 10, 2025 Pending    

 

* Co-owned with XAIR Israel Ltd.

 

 

 

 

TRADEMARKS

 

Mark COUNTRY APP NO. FILING DATE STATUS REG. NO. REG. DATE
Beyond Air (Word Mark) Taiwan 112054557 8/10/2023 Registered 02413511 10/31/2024
Beyond Air (Word Mark) US 88480049 6/19/2019 Registered 6092333 6/30/2020
Beyond Air (Word Mark) Philippines 4-2023-520928 8/16/2023 Registered 520928 11/6/2023
Beyond Air (Word Mark) Canada 1999417 10/7/2019 Registered TMA1105623 7/28/2021
Beyond Air (Word Mark) Israel 1501711 10/7/2019 Registered 1501711 3/1/2021
Beyond Air (Word Mark) Japan 1501711 10/7/2019 Registered 1501711 10/7/2019
Beyond Air (Word Mark) Australia 1501711 10/7/2019 Registered 2055398 10/7/2019
Beyond Air (Word Mark) Thailand 230131025 8/24/2023 Registered 241129487 12/18/2024
Beyond Air (Word Mark) New Zealand 1244379 8/16/2023 Registered 1244379 2/20/2024
Beyond Air (Word Mark) United Kingdom UK00003946324 8/16/2023 Registered UK00003946324 8/16/2023
Beyond Air (Word Mark) Singapore 40202318545Q 8/21/2023 Registered 40202318545Q 8/21/2023
Beyond Air (Design Mark) US 88505494 7/9/2019 Registered 6092386 6/30/2020
Beyond Air (Design Mark) Australia 2381703 8/21/2023 Registered 2381703 8/21/2023
Beyond Air (Design Mark) Taiwan 112057250 8/21/2023 Registered 02407301 10/1/2024
Beyond Air (Design Mark) Thailand 230131024 8/24/2023 Registered 241129518 12/18/2024
Beyond Air (Design Mark) New Zealand 1244378 8/16/2023 Registered 1244378 2/20/2024
Beyond Air (Design Mark) Philippines 4-2023-520929 8/16/2023 Registered 520929 11/6/2023
Beyond Air (Design Mark) Singapore 40202318553U 8/21/2023 Registered 40202318553U 2/2/2024
Beyond Air (Design Mark) United Kingdom UK00003946329 8/16/2023 Registered UK00003946329 8/16/2023
(Lung Design Mark) Hong Kong 306325425 8/17/2023 Registered 306325425 9/1/2023
LungFit (Word Mark) US 88497856 7/2/2019 Registered 6283949 3/2/2021
LungFit (Word Mark) Australia 1501651 10/7/2019 Registered 2055337 3/18/2020
LungFit (Word Mark) Canada 1999418 10/7/2019 Registered TMA1105624 7/28/2021
LungFit (Word Mark) China 1501651 10/7/2019 Registered    
LungFit (Word Mark) Europe 1501651 10/7/2019 Registered 1501651 10/7/2019
LungFit (Word Mark) Israel 1501651 10/7/2019 Registered 322976 8/3/2020
LungFit (Word Mark) Japan 1501651 10/7/2019 Registered 1501651 5/14/2021
LungFit (Word Mark) Singapore 1501651 10/7/2019 Registered 40202264214S 10/25/2022
LungFit (Word Mark) New Zealand 1501651 10/7/2019 Registered 1224274 12/23/2022
LungFit (Word Mark) Philippines 1501651 10/7/2019 Registered 1501651 3/30/2023
LungFit (Word Mark) Malaysia TM2022031021 10/7/2019 Pending    
LungFit (Word Mark) Hong Kong 306101892 11/8/2022 Registered 306101892 1/10/2025
LungFit (Word Mark) Taiwan 111088878 12/8/2022 Registered 02337941 11/16/2023
LungFit (Word Mark) United Kingdom UK00003946293 8/16/2023 Registered UK00003946293 11/10/2023
LungFlex (Design Mark) Vietnam 4-2023-46529 10/16/2023 Registered 567136 08/27/2025
LungFlex (Design Mark) Singapore 40202318554S 8/21/2023 Registered 40202318554S 8/31/2023

 

 

 

 

LungFlex (Design Mark) United Kingdom

UK00003946355

8/16/2023 Registered

UK00003946355

8/16/2023
LungFlex (Design Mark) Taiwan 112058353 8/24/2023 Registered 02405016 10/1/2024
LungFlex (Design Mark) New Zealand 1244388 8/16/2023 Registered 1244388 2/20/2024
LungFlex (Design Mark) Philippines 4-2023-521301 8/18/2023 Registered 4-2023-521301 5/27/2024
LungFlex (Word Mark) US 99172122 05/06/2025 Pending    
Ionizer (Word Mark) US 88497810 7/2/2019 Pending    
Ionizer (Word Mark) Philippines 4-2023-520933 8/16/2023 Registered 4202300520933 2/2/2024
Ionizer (Word Mark) Australia 2381713 8/21/2023 Registered 2381713 3/11/2024
The Magic of Breathing (Word Mark) US 88481795 6/20/2019 Registered 6154505 9/15/2020
The Magic of Breathing (Word Mark) Australia 2381708 8/21/2023 Registered 2381708 8/21/2023
The Magic of Breathing (Word Mark) New Zealand 1244381 8/16/2023 Registered 1244381 2/20/2024
The Magic of Breathing (Word Mark) Philippines 4-2023-520931 8/16/2023 Registered 4-2023-520931 11/6/2023
The Magic of Breathing (Word Mark) Singapore 40202318550X 8/21/2023 Registered 40202318550X 12/12/2023
The Magic of Breathing (Word Mark) United Kingdom UK00003946369 8/16/2023 Registered UK00003946369 8/16/2023
The Magic of Breathing (Word Mark) Malaysia TM2023025202 8/23/2024 Registered TM2023025202 4/9/2024
All You Need is Air (Word Mark) United States 90501580 10/1/2025 Pending    
All You Need is Air (Word Mark) United Kingdom UK00003946356 8/16/2023 Registered UK00003946356 8/16/2023
All You Need is Air (Word Mark) Australia 2381706 8/21/2023 Registered 2381706 8/21/2023
All You Need is Air (Word Mark) New Zealand 1244380 8/16/2023 Registered 1244380 2/20/2024
All You Need is Air (Word Mark) Taiwan 112054556 8/10/2023 Registered 02417291 11/15/2024
All You Need is Air (Word Mark) Philippines 42023520930 8/16/2023 Registered 520930 11/6/2023
Plasma Pulse Technology (Word Mark) US 98480017 4/02/2024 Pending