IP License Agreement between Oncimmune Limited, and Biodesix, Inc., dated October 31, 2019

Exhibit 10.16

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION VERSION

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This Intellectual Property License Agreement (this “Agreement”), dated as of October 31, 2019 (the “Closing Date”), is by and between Oncimmune Limited, a private limited company incorporated under the laws of England and Wales (“Licensor”), and Biodesix, Inc., a Delaware corporation (“Licensee”). Each of Licensor and Licensee are sometimes referred to herein as a “Party” or collectively as the “Parties”. Capitalized terms used and not defined herein will have the same meaning as ascribed to such terms in the APA (as defined herein).

RECITALS:

1. Licensor’s Subsidiary Oncimmune (USA) LLC (“Oncimmune USA”) is engaged in the Business.

2. Pursuant to that certain Asset Purchase Agreement by and between Licensor and Licensee, dated as of June 27, 2019 (the “APA”), Licensee will acquire and assume from Licensor all of the Acquired Assets and Assumed Liabilities, all on the terms and subject to the conditions set forth in the APA.

3. Concurrently with the execution of the APA, Licensor and Licensee entered into that certain Purchase and Commercialization Agreement, dated as of June 27, 2019 (the “PCA”), which provides for, among other things, certain commercial arrangements between the Parties, and agreements with respect to development.

4. Licensor will retain certain intellectual property rights in and to the Licensed Intellectual Property (as defined herein) related to the Business, and Licensor desires to grant to Licensee the exclusive rights to use the Licensed Intellectual Property solely in the Licensed Field in the Territory (each as defined herein) on the terms and subject to the conditions of this Agreement.

5. Licensee desires to obtain such intellectual property rights under the Licensed Intellectual Property from Licensor on the terms and conditions of this Agreement.

6. Licensor may in the future obtain certain intellectual property rights in the Licensor Developed Intellectual Property (as defined herein) related to the Business as conducted by Licensee after the Closing and Licensor desires to grant to Licensee the exclusive rights to use the Licensor Developed Intellectual Property solely in the Licensed Field in the Territory.

7. Licensee desires to obtain such intellectual property rights under the Licensor Developed Intellectual Property from Licensor on the terms and conditions of this Agreement.

8. Licensee may in the future obtain certain intellectual property rights in the Licensee Developed Intellectual Property (as defined herein), and Licensee desires grant to Licensor the exclusive rights to use the Licensee Developed Intellectual Property in any and all fields but excluding in the Licensed Field in the Territory.

9. Licensor desires to obtain such intellectual property rights under the Licensee Developed Intellectual Property from Licensee on the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration (including the promises and covenants set forth herein), the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.1 “Continued Operations” means, after giving effect to the transactions provided for in the APA, (a) worldwide ownership and operation of the Test with respect to the lung (except for the United States); and (b) worldwide development of the autoantibody assay platform, currently known as “EarlyCDT,” incorporated into the Test for other non-lung applications, including all other solid tumor types.

1.2 “Know-How” means all trade secrets, know-how, technical and other information which is not in the public domain, including information comprising or relating to discoveries, inventions, data, designs, formulations, formulae, manufacturing and production processes, techniques, research and development, technology, drawings, specifications, designs, plans, proposals, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, customer and supplier lists and information, development tools, algorithms, software, drawings, prototypes, discoveries, methods, assays, research plans, procedures, designs for experiments and tests, results of experimentation and testing (including results of research or development), processes (including manufacturing processes, specifications and techniques), laboratory records, chemical, pharmacological, toxicological, pre-clinical, clinical, analytical and quality control data, trial data, case report forms, data analyses, reports or summaries and information contained in submissions to and information from ethical committees and regulatory authorities, and know-how, in whatever form originally created or thereafter stored (including hard copy, electronically, digitally, photographically, or other form) and whether or not patentable or registerable, and all trade secret rights in any of the foregoing.

1.3 “Licensed Field” means use of the Test for the risk stratification of indeterminate pulmonary nodules in patients; provided, that the Screening Indication (as defined in the PCA) shall only be included in the Licensed Field upon exercise of the Screening Option (as defined in the PCA) pursuant to the PCA.

1.4 “Licensed Intellectual Property” means Licensed Patents and Licensed Know-How.

1.5 “Licensed Know-How” means Know-How related to the Licensed Field that is owned by Licensor or for which Licensor has obtained rights (to the extent such rights are sublicensable) and that is necessary for or used by Licensor to practice in the Licensed Field in the Territory as of the Closing Date.

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1.6 “Licensed Patents” means the patents and patent applications listed on the attached Appendix 1. To the extent it is discovered that Licensor owns additional patents (other than (a) those listed on Appendix 1 and (b) those that are the subject of the separate Intellectual Property Assignment Agreement executed by the Parties) that are necessary for or used by Licensor to practice in the Licensed Field in the Territory as of the Closing Date, the parties agree to amend Appendix 1 to include such patents.

1.7 “Licensee Developed Intellectual Property” means any and all Intellectual Property developed by Licensee that is solely related to one or more of: (i) the Test; (ii) the operation of the Test by Licensee after the Closing, (iii) the use of the Test for the Licensed Field, (iv) use of the Test for the Screening Indication; or (v) the Continued Operations.

1.8 “Licensor Developed Intellectual Property” means any and all: (a) patents applied for and issued to Licensor from the United States Patent and Trademark Office after the Closing Date that would be necessary for or used by Licensee to practice in the Licensed Field in the Territory; and (b) Know-How developed by Licensor after the Closing Date that would be necessary for or used by Licensee to practice in the Licensed Field in the Territory.

1.9 “Territory” means the United States, its territories and possessions.

2.1 Grant of Rights to Licensed Intellectual Property. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, exclusive (including as to Licensor), sublicensable (only as permitted under Section 6 herein), non-transferable (except as permitted under Section 6 herein), fully paid-up, royalty-free license to the Licensed Intellectual Property in the Licensed Field in the Territory. Such license shall entitle Licensee to use and exploit the Licensed Intellectual Property solely in the Licensed Field in the Territory. Licensor shall retain all rights to use and exploit the Licensed Intellectual Property in the Licensed Field outside the Territory.

2.2 Grant of Rights to Licensor Developed Intellectual Property. Subject to the terms and conditions of this Agreement, Licensor agrees to grant and hereby grants to Licensee a limited, exclusive (including as to Licensor), sublicensable (only as permitted under Section 6 herein), non-transferable (except as permitted under Section 6 herein), fully paid-up, royalty-free license to the Licensor Developed Intellectual Property solely in the Licensed Field in the Territory. Such license shall entitle Licensee to use and exploit the Licensor Developed Intellectual Property solely in the Licensed Field in the Territory. Licensor shall have all rights to use and exploit the Licensor Developed Intellectual Property in the Licensed Field outside the Territory.

2.3 Grant of Rights to Licensee Developed Intellectual Property. Notwithstanding anything to the contrary, Licensee agrees to grant and hereby grants to Licensor a fully paid-up, exclusive, perpetual, worldwide, royalty-free license to the Licensee Developed Intellectual Property in any and all fields but excluding in the Licensed Field in the Territory. Pursuant to the terms of the PCA, should Licensee exercise the Screening

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Option, the license granted under this Section 2.3 shall also exclude the right to exploit the Licensee Developed Intellectual Property with respect to the Screening Indication in the Territory.

2.4 No Implied License. Except for the rights and licenses specified in Sections 2.1 and 2.2 of this Agreement, no license or other rights are granted to Licensee under any intellectual property of Licensor, whether by implication, estoppel, or otherwise. Except for the rights and licenses specified in Section 2.3 of this Agreement, no license or other rights are granted to Licensor under any intellectual property of Licensee, whether by implication, estoppel, or otherwise.

2.5 Clarification. The Parties agree that nothing in this Agreement shall be construed as limiting Licensor’s ability to use and exploit (i) the Licensed Intellectual Property, (ii) the Licensor Developed Intellectual Property, and (iii) the Licensee Developed Intellectual Property worldwide in any and all fields, including (but not limited to) the Continued Operations, but excluding in the Licensed Field in the Territory and, if applicable, the Screening Indication Field in the Territory. After the Closing, Licensor shall (i) continue to use and exploit the Licensed Intellectual Property and (ii) if developed, use and exploit the (a) the Licensor Developed Intellectual Property, and (b) the Licensee Developed Intellectual Property, in any and all fields, including (but not limited to) the Continued Operations, but excluding in the Licensed Field in the Territory and, if applicable, the Screening Indication Field in the Territory. Any and all rights granted to Licensee hereunder are solely limited to the Licensed Field in the Territory and, if applicable, to the Screening Indication Field in the Territory.

3.1 Prosecution.

a. For purposes of this section, the terms “prosecution” and “maintenance” (including variations such as “prosecute” and “maintain”) shall mean, (i) with respect to a trademark or trademark application, the preparing, filing, prosecution, and maintenance of such trademark or trademark application, as well as renewals, petitions to cancel, oppositions, or other similar proceedings, and (ii) with respect to a patent or patent application, the preparing, filing, prosecution, and maintenance of such patent or patent application, as well as re-examinations, reissues, requests for patent term extensions, interferences, post-grant proceedings, or other similar proceedings.

b. Licensor will control the prosecution and maintenance of all Licensed Intellectual Property and Licensor Developed Intellectual Property, including being responsible for all fees and costs associated therewith. Licensee will control the prosecution and maintenance of all Licensee Developed Intellectual Property, including being responsible for all fees and costs associated therewith. Licensor and Licensee agree to make reasonable and good faith efforts to keep the other Party generally apprised of the status of prosecution and maintenance activities with respect to the above-referenced intellectual property as it relates to the Licensed Field in the Territory that each Party respectively controls.

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3.2 Enforcement.

a. Licensee shall have the right, but not the obligation, to bring and control any action or proceeding with respect to infringement of any Licensed Intellectual Property or Licensor Developed Intellectual Property in (i) the Licensed Field in the Territory, and (ii) the Screening Indication Field in the Territory (but only if Licensee exercises its option to the Screening Indication Field pursuant to the terms of the PCA and Section 2.4 of this Agreement), each at Licensee’s own expense and by counsel of its own choice.

b. Licensor shall have the right, but not the obligation, to bring and control any action or proceeding with respect to infringement of any Licensee Developed Intellectual Property in any field excluding the Licensed Field in the Territory, at Licensor’s own expense and by counsel of its own choice (and also excluding the Screening Indication Field in the Territory in the event Licensee exercises its option to the Screening Indication Field pursuant to the terms of the PCA and Section 2.4 of this Agreement).

c. In the event any Party initiates such an infringement action regarding the Licensed Intellectual Property, the Licensor Developed Intellectual Property, or the Licensee Developed Intellectual Property (the “Initiating Party”), the other Party agrees to make good faith and commercially reasonable efforts to cooperate with the Initiating Party with respect such infringement action and to assist in enforcement of such intellectual property. If the Initiating Party is required by law or a court or other government agency to join the other Party as a party plaintiff in order to bring such infringement action, the other Party agrees to join such action at the Initiating Party’s expense. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, any damages or other recovery realized as a result of such action, in excess of expenses and costs incurred by the Initiating Party for such action, shall be retained by the Initiating Party.

d. Except as otherwise stated herein, the owner of the Licensed Intellectual Property, Licensor Developed Intellectual Property, or Licensee Developed Intellectual Property shall otherwise have all enforcement rights associated with such intellectual property, but no obligations with respect to the other Party that is merely a licensee of such intellectual property.

4.1 Licensed IP Term. The license granted to Licensee under the Licensed Intellectual Property pursuant to Section 2.1 of this Agreement will continue in effect until the expiration, lapse, abandonment or invalidation of the last valid claim of the Licensed Patents (the “Licensed IP Term”), unless sooner terminated as provided in this Agreement. Upon natural expiration of the Licensed IP Term, Licensee’s license under the Licensed Know-How pursuant to Section 2.1 of this Agreement shall convert to a fully paid-up, nonexclusive, perpetual, irrevocable, royalty-free license in the Licensed Field in the Territory. For the sake of clarity, Licensee shall only obtain a license to exploit Licensed Intellectual Property with respect to the Screening Indication should Licensee exercise the Screening Indication Option pursuant to the terms of the PCA.

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4.2 Licensor Developed IP Term. The license granted to Licensee under the Licensor Developed Intellectual Property pursuant to Section 2.2 of this Agreement will continue in effect until the expiration, lapse, abandonment or invalidation of the last valid claim of any patent included in the Licensor Developed Intellectual Property (the “Licensor Developed IP Term”), unless sooner terminated as provided in this Agreement. Upon natural expiration of the Licensor Developed IP Term, Licensee’s license under any Know-How included in the Licensor Developed Intellectual Property pursuant to Section 2.2 of this Agreement shall convert to a full paid-up, non-exclusive, perpetual, irrevocable, royalty-free license in the Licensed Field in the Territory. For the sake of clarity, Licensee shall only obtain a license to exploit Licensor Developed Intellectual Property with respect to the Screening Indication should Licensee exercise the Screening Indication Option pursuant to the terms of the PCA.

4.3 Licensee Developed IP Term. The license granted to Licensor under the Licensee Developed Intellectual Property pursuant to Section 2.3 of this Agreement shall continue in perpetuity, unless sooner terminated as provided in this Agreement (the “Licensee Developed IP Term”).

5.1 Termination. This Agreement shall automatically and immediately terminate upon:

a. termination or expiration of the PCA;

b. either Party (i) becoming generally unable to pay its debts as they become due, (ii) filing or having filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becoming subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law (and such petition or proceeding not being dismissed within [***] days of the commencement of such petition or proceeding), (iii) seeking reorganization, arrangement, adjustment, winding-up, liquidation or dissolution (except for any group reorganization or solvent reconstruction), (iv) making or seeking to make a general assignment for the benefit of its creditors, or (v) applying for or having a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;

c. material breach of the PCA by Licensee, which breach is not cured within [***] days of notification of the breach (or cannot be cured);

d. written notice from a Party in the event that the other Party materially breaches (i) this Agreement or (ii) that certain Intellectual Property Assignment Agreement by and between Licensor and Licensee, dated the date hereof, and fails to cure such breach within [***] days after the receipt of a notice of such breach.

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5.2 Effect of Termination. Upon termination of this Agreement:

a. all rights and obligations granted, conveyed, or transferred from Licensor to Licensee under this Agreement, including those rights granted under Sections 2.1 and 2.2, shall automatically and immediately terminate;

b. the PCA shall automatically and immediately terminate; and

c. all rights in, to, and under the Licensee Developed Intellectual Property shall automatically and immediately transfer to Licensor.

Upon termination of this Agreement, Licensee agrees to, and irrevocably does, assign, transfer, convey, deliver, and set over to Licensor, and its successors, assigns, and other legal representatives, all of Licensee’s right, title, and interest in, to, and under the Licensee Developed Intellectual Property. Upon termination of this Agreement, Licensee agrees to assist Licensor in the preparation and execution of all documents necessary to perfect ownership transfer of the Licensee Developed Intellectual Property from Licensee to Licensor.

5.3 Power of Attorney. Upon termination of this Agreement, Licensee hereby appoints Licensor as its attorney-in-fact, with full power and authority in the place and stead of Licensee and in the name of Licensee, or otherwise, to take any action and to execute any instrument consistent with the terms of this Agreement that Licensor may deem necessary or advisable to accomplish the purposes hereof (but Licensor will not be obligated to and will have no liability to Licensee or any third party for failure to so do or take action). Licensor will use commercially reasonable efforts to provide notice to Licensee prior to taking any action taken in the preceding sentence, provided that failure to deliver such notice shall not limit Licensor’s right to take such action or the validity of any such action. The foregoing grant of authority is a power of attorney coupled with an interest.

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[Signatures on Following Page]

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IN WITNESS WHEREOF, each of the parties has executed and delivered this Intellectual Property License Agreement as of the Closing Date.