Amendment No. 1 to Royalty Agreement, dated January 10, 2024

Exhibit 10.1

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Execution Version

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AMENDMENT NO. 1 TO ROYALTY AGREEMENT

This Amendment No. 1 to Royalty Agreement (this “Amendment”) is made effective as of January 10, 2024 (the “Amendment Effective Date”), by and between Elutia Med LLC, a Delaware limited liability company (formerly known as Aziyo Med, LLC) (the “Company”), and Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand” and collectively with the Company, the “Parties” and each, a “Party”).

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WHEREAS, the Parties previously entered into that certain Royalty Agreement dated as of May 31, 2017 (the “Royalty Agreement”); and

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WHEREAS, the Parties wish to amend the Royalty Agreement as set forth herein and in accordance with its terms and conditions, including Section 7.08 thereto.

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NOW, THEREFORE, in consideration of the promises, agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in reliance upon the mutual representations and warranties contained herein, the Parties hereto agree to amend the Royalty Agreement as follows:

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““Amendment Effective Date” shall have the meaning given to such term in that certain Amendment No. 1 to Royalty Agreement by and between the Company and Ligand.

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““Senior Credit Facility” shall mean, individually and collectively, (a) the credit facilities evidenced by (i) that certain First Lien Revolving Credit Agreement (as defined in the Intercreditor Agreement), (ii) that certain Credit Agreement dated as of August 10, 2022, among Guarantor, the lenders from time to time party thereto and SWK Funding LLC, a Delaware limited liability company, in its capacity as administrative agent, (iii) any Approved AR Loan Facility (as defined in the Credit Agreement described in the immediately preceding clause) and (b) any other replacement or refinancing credit facility from time to time entered into between Company or any of its Affiliates, on the one hand, and one or more senior agents and/or lenders, on the other hand, in each case, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of the Intercreditor Agreement.”

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““Senior Credit Facility Agent” shall mean SWK Funding LLC, a Delaware limited liability company, in its capacity as administrative agent, together with any other senior agent from time to time party to a Senior Credit Facility.”

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““Intercreditor Agreement” shall mean (a) that certain Intercreditor Agreement, dated as of August 10, 2022, by and between the SWK Funding LLC, a Delaware limited liability company, as First Lien Agent, and Ligand, and acknowledged and agreed by Guarantor and the Company and (b) any replacement or other intercreditor agreement between or among a Senior Credit Facility Agent, Ligand, Guarantor and/or the Company, in each case, as amended, restated, supplemented or otherwise modified from time to time.”

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““Minimum Annual Royalty” shall mean with respect to (a) calendar year 2017, zero, (b) calendar year 2018, $1,250,000, (c) calendar year 2019, $2,200,000, (d) calendar years 2020 and 2021, $2,750,000, (e) calendar year 2022, $1,375,000, and (f) calendar year 2024 and each calendar year thereafter during the Term, $4,400,000; provided, however, that for the final Fiscal Year of the Term, the “Minimum Annual Royalty” for any Fiscal Quarter during such Fiscal Year, whether partial or full, shall mean the amounts set forth on Schedule 1 for such Fiscal Quarter; provided, further, that if any Product, or any product enumerated in the definition of any Product (or in any Schedule referenced in any such definition), is divested as a result of a Product Change of Control or if any Product is withdrawn from the market for regulatory or safety reasons, the Minimum Annual Royalty shall be reduced by an amount that is the product of (a) the applicable Minimum Annual Royalty for the Fiscal Year in which such Product Change of Control or withdrawal takes place and for each Fiscal Year thereafter times (b) the fraction representing (x) the total sales of such Product or enumerated product subject to such Product Change of Control or withdrawal in the twelve (12) calendar months immediately preceding such Product Change of Control

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or withdrawal over (y) the aggregate total sales of all Products in the twelve (12) calendar months immediately preceding such Product Change of Control or withdrawal. For the avoidance of doubt, the Minimum Annual Royalty shall be adjusted according to the foregoing proviso immediately as of any Product Change of Control or withdrawal.”

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“(i)Subject to clause b(ii), if:

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“Satisfied Payments”); and (ii) contingent upon the Company’s payment of the Q3 2023 Royalty Payment, with respect to any matters relating to the Satisfied Payments, no Party has any claims against the other Party or any of their respective affiliates and, to the extent that any such claim exists, such Party irrevocably and forever releases and waives such claim.

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“(a) [Intentionally omitted].”

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“(c)If, notwithstanding subparagraph (b), the Royalty Interests are subject to a Recharacterization, the Parties intend that the Company shall be deemed hereunder to have granted, and the Company does hereby grant, and for avoidance of doubt, as of the Amendment Effective Date regrants, to Ligand a first priority security interest in favor of Ligand, to secure the obligations to make the payments under Section 2.01, Section 2.02, and Section 2.03, including in respect of any acceleration thereof pursuant to Section 9.02, in the Royalty Interests, the Royalty Related Collateral and all proceeds and products thereof, and the Special Account and any cash or other funds, amounts or financial assets held therein or credited thereto.  Without limiting the generality of the foregoing, the Company shall cause the lenders under the Senior Credit Facility to release any liens it may have on the Royalty Interests and/or the Royalty Related Collateral on or prior to the Amendment Effective Date and to enter into an amendment to the Intercreditor Agreement acknowledging that, as of the Amendment Effective Date, none of the Royalty Interests, the Royalty Related Collateral or any proceeds or products thereof shall constitute Collateral, Pari Passu Collateral or any other assets of the Company subject to the provisions of the Intercreditor Agreement.”

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“(a)In addition to the special rights and security interests provided in Section 8.01, as security for the Company’s payment obligations in respect of any Minimum Quarterly Royalties payable hereunder (including in respect of any acceleration thereof pursuant to Section 9.02), the Company hereby grants, and for the avoidance of doubt, as of the Amendment Effective Date regrants (subject to the priorities specified in the Intercreditor Agreement) a security interest in all of the following assets of the Company that constitute “Collateral” under the Senior Credit Facility (the “General Collateral”):

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chattel paper (whether tangible or electronic), cash, deposit accounts, investment accounts, commodity accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located (each capitalized term in this clause (i) not otherwise defined in this Agreement or the Senior Credit Facility, as defined in the UCC); and

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“(a) [Intentionally omitted].”

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“(e) [Intentionally omitted].”

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“Current Indebtedness.  Other than Indebtedness evidenced by the Senior Credit Facility and Permitted Transactions, there is no indebtedness (other than trade indebtedness in the ordinary course of business) for borrowed money of the Company.”

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(b) Upon the consent of Ligand (which consent may not be unreasonably withheld, delayed or conditioned for any proposed assignment to any reasonably creditworthy proposed assignee), the Company may assign all or any applicable part of its rights and obligations under this Agreement in respect of any Product Change of Control, subject to the assumption by such proposed assignee of the obligations set forth in Section 2.01 and Section 2.02 with respect to such Product. Notwithstanding the foregoing, in the event that LeMaitre Vascular, Inc. (“LeMaitre”) exercises its rights to acquire  certain products from the Company (including ProxiCor products, Tyke products and VasCure for vascular repair products) pursuant to that certain Distribution Agreement, dated April 20, 2023, as amended or modified from time to time, by and between Aziyo Biologics, Inc. and LeMaitre (the “Distribution Agreement”), Ligand hereby acknowledges, agrees, and consents to such purchase by LeMaitre. For the avoidance of doubt, Ligand further acknowledges and agrees that (i) the execution of the Distribution Agreement by Aziyo Biologics, Inc., or (ii) the grant of the Option (as defined in the Distribution Agreement) in favor of LeMaitre pursuant to the Distribution Agreement, shall not constitute a breach, default or violation of this Agreement, and any right of action arising from the foregoing is hereby waived.

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[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written to become effective on the Amendment Effective Date.

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Signature Page to Amendment No. 1 to Royalty Agreement

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written to become effective on the Amendment Effective Date.

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Signature Page to Amendment No. 1 to Royalty Agreement

Schedule 1

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