License and Supply Agreement between Tracon Pharmaceuticals, Inc., Enviro Therapeutics, Inc., and Kairos Pharma, Ltd. dated May 21, 2021

Exhibit 10.16

License and Supply Agreement

This Agreement (“Agreement”) between and among

Tracon Pharmaceuticals, Inc., a Delaware corporation, 4350 La Jolla Village Drive, Suite 800, San Diego CA 92122 (“Tracon”),

Enviro Therapeutics Inc. a California corporation, 2355 Westwood Blvd. #139, Los Angeles CA 90064 (“Enviro”), and

Kairos Pharma, Ltd,, a California corporation, 2355 Westwood Blvd. #139, Los Angeles CA 90064 (“Kairos”)

when signed by all parties is effective as of May 21, 2021 (the “Effective Date”).

RECITALS

WHEREAS, Tracon is the holder of multiple inactive INDs for the Antibody TRC105 (“Product”) in the United States, such INDs (the “Product INDs”) are listed in Appendix B;

WHEREAS, Tracon has stored vials of TRC105 drug product manufactured to GMP standards at Patheon or their designee, with four-year stability dating under refrigerated conditions;

WHEREAS, Tracon owns patent rights to CD105 antibodies and related technologies;

WHEREAS, Enviro is engaged in the research, development and commercialization of pharmaceutical products;

WHEREAS, subsequent to the Effective Date, Enviro will be acquired by Kairos pursuant to a transaction whereby one hundred percent of the stock of Enviro will be exchanged for stock in Kairos (the “Enviro-Kairos Share Exchange”), the principal terms of which are summarized in Appendix C;

WHEREAS, subsequent to the Enviro-ICairos Share Exchange, Kairos (as the successor to Enviro) expects to be acquired by Bio Lab Naturals, Inc. (“BLAB”) pursuant to a transaction whereby one hundred percent of the stock of Kairos will be acquired by BLAB in exchange for stock in BLAB (the “Kairos-BLAB Transaction”), the principal terms for such transaction are summarized in Appendix D;

WHEREAS, concurrent with the closing of the Kairos -BLAB Transaction, Kairos intends to raise money from new third party investors (the “New Investors”) in a $5,000,000 private placement of Units, for an aggregate total private placement of 2,000,000 new Kairos shares of restricted common stock and warrants to purchase 1,000,000 Kairos shares of restricted common stock (each Unit consists of one (1) share of Kairos’ common stock, sold for $2.50 per share, and one-half (1/2) warrant to purchase one-half (1/2) share of Kairos common stock, exercisable for $5.00 per share for two years from the date of the closing) (“Proposed Financing”); and

WHEREAS, Enviro desires to obtain from Tracon, and Tracon desires to grant to Enviro, access to inactive IND filings for TRC105 in the United States; ownership of TRC105 drug product manufactured to GMP standards stored at Patheon or their designee; and, assignment of Tracon’s patent rights to CD 105 technologies;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tracon and Enviro hereby agree as follows:

1. DEFINITIONS

Capitalized terms shall have the meanings set forth below or as set forth elsewhere in this Agreement.

2. TRANSFER AND ASSIGNMENT BY TRACON

3. CONFIDENTIALITY

4. PAYMENTS

“THE SHARES REPRESENTED HEREBY WERE ISSUED IN CONNECTION WITH THAT CERTAIN LICENSE AND SUPPLY AGREEMENT BETWEEN REGISTERED HOLDER AND THE COMPANY AND SHALL NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, WITHOUT THE CONSENT OF THE COMPANY AND IN COMPLIANCE WITH THE TERMS OF THAT CERTAIN LICENSE AND SUPPLY AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE SECRETARY OF THE COMPANY SHALL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE”

5. INDEMNIFICATION

6. TERMINATION

7. ASSIGNMENT

8. NOTICES

Any consent, notice or report required or permitted to be given or made under the Agreement by one party to the other party shall be in writing, delivered personally, by email (read receipt required) or by traceable delivery such as registered mail, and addressed to the other party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor. Except as otherwise provided in the Agreement, such consent, notice, or report shall be effective upon receipt by the addressee.

If to Tracon:

Tracon Pharmaceuticals, Inc.

4350 La Jolla Village Drive, Suite 800

San Diego CA 92122

Attention: Chief Executive Officer

If to Enviro:

Enviro Therapeutics, Inc.

2355 Westwood Blvd.#139

Los Angeles CA 90064

Attention: Chief Executive Officer

9. REPRESENTATIONS AND WARRANTIES

10. GOVERNING LAW

This Agreement shall be governed by the laws of the State of New York, excluding its conflict of laws principles.

11. DISPUTE RESOLUTION

The Parties agree that for any issues or disputes arising regarding matters associated with this Agreement or regarding the interpretation of its provisions, the Parties shall first attempt to resolve such issues or disputes through mutual consultation in good faith. If such good faith consultation does not resolve the issues or disputes, the Parties agree to next submit their issues or disputes promptly to non-binding mediation before an unaffiliated mediator. Such mediation shall occur in Los Angeles, California or another location agreed by the Parties. Each Party shall pay its own mediation expenses. The Parties shall equally share payment of invoices and expenses received from the mediator. Only after the procedures set forth above fail to resolve the issues or disputes within a six month period from the initial notice of one Party to the other Party of the relevant issues or disputes, may either Party file a lawsuit to resolve any remaining issues or disputes. The Parties agree to toll any statute of limitations with respect to the specific dispute during such six-month period.

12. ENTIRE AGREEMENT

This Agreement (together with the Lock Up Agreement) represents the entire understanding between the parties relating to this subject matter. This Agreement supersedes all previous agreements between the parties (oral and written).

13. WAIVERS AND AMENDMENTS

14. FORCE MAJEURE

Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached the Agreement for failure or delay in fulfilling or performing any term of the Agreement (other than payment of amounts owed) to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared or not), insurrections, riots, civil commotions, blackouts, network outages, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or other party.

15. COUNTERPART SIGNATURES

This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement, A scanned PDF of the signed Agreement shall have the full force and effect of a signed original Agreement. Execution of tins Agreement may be accomplished by signing this Agreement and transmitting the signature page to the other Parties by email (scanned/PDF version). The Parties so executing and delivering shall promptly thereafter deliver signed originals of at least the signature page(s), but the failure to do so shall not affect the validity or enforceability of this Agreement.

Accepted and Agreed to by:

APPENDIX A - CD105 Patents

APPENDIX B – Identification of IND

Submissions

100,522

123,896

131,053

APPENDIX C – Enviro-Kairos Share

Exchange Terms

In the Enviro-Kairos Share Exchange, the Enviro shareholders will exchange 100% of the issued and outstanding shares of Enviro (on a fully diluted basis) for 4,000,000 shares of newly issued restricted common stock of Kairos (the “Exchange Shares”), which, as of the closing of the Enviro-Kairos Share Exchange: (i) will represent approximately twenty percent (20%) of the outstanding shares of capital stock of Kairos on a fully diluted basis, including all issued and outstanding convertible promissory notes, preferred stock, SAFEs, other securities convertible into capital stock, stock options and warrants, and after giving effect to the issuance of the Exchange Shares, and (ii) shall have voting power approximately equal to twenty percent (20%) of all shares capable of voting on matters by the shareholders of Kairos. At the closing of the Enviro- Kairos Share Exchange, and assuming the occurrence of the Proposed Financing and including the newly issued Exchange Shares, Kairos will have approximately 19,825,957 shares of common stock issued and outstanding on a fully diluted basis (including 18,825,957 outstanding shares of common stock, and 1,000,000 warrants exercisable into 1,000,000 shares of common stock).

The above summary is provided herein for convenience, is not intended to include every term of the agreement, and is subject to non-material changes that may be agreed to by the parties thereto in the drafting of the definitive agreements and closing of the above summarized transactions.

APPENDIX D – Kairos-BLAB Transaction

Terms

Pursuant to the Kairos-BLAB Transaction, which will be between BLAB, Kairos, and a newly formed corporation and wholly-owned subsidiary of BLAB (“Merger Sub”), the newly formed Merger Sub will be merged into Kairos, with Kairos being the surviving entity (the “Merger”). As a result of the Merger, Kairos will became a wholly-owned subsidiary of BLAB.

BLAB is authorized to issue a total of 200,000,000 shares of its common stock, par value $0,0001 per share, and 5,000,000 shares of its preferred stock, par value $0.0001 per share, of which 500,000 shares are designated as Class A Convertible Preferred shares. Immediately prior to the closing of the Merger, BLAB will have approximately 10,753,504 shares of common stock issued and outstanding on a fully diluted basis, and 500,000 shares of Class A Convertible Preferred shares issued and outstanding. Immediately prior to the closing of the Merger, Kairos will have approximately 19,825,957 shares of common stock, par value $0,01 per share, issued and outstanding on a fully diluted basis (including 18,825,957 outstanding shares of common stock, and 1,000,000 warrants exercisable into 1,000,000 shares of common stock).

At the closing of the Merger, BLAB will issue 96,781,536 shares of common stock to the former Kairos shareholders, on a pro rata basis. In consideration of and upon the closing of the Merger, Helion Holdings, LLC and W. Edward Nichols will return to BLAB an aggregate of 500,000 Class A Convertible Preferred Shares of BLAB (representing 100% of those issued and outstanding) for cancellation, without any additional consideration.

The aggregate total amount of BLAB common shares issued and outstanding, on a fully diluted basis, upon the closing of the Merger will be 107,535,040 consisting of 96,781,536 newly issues shares of common stock (and warrants exercisable into common stock) shares to the former- Kairos shareholders, and 10,753,504 shares of common stock held by the pre-Merger shareholders of BLAB (subject to the rights of the former stockholders of Kairos to exercise and perfect then- appraisal rights under applicable provisions of Delaware law). Upon completion of the Merger, and assuming the conversion of the warrants into shares of BLAB’s common stock, the former stockholders of Kairos will own approximately 90% of the then outstanding shares of BLAB’s common stock (including warrants convertible into shares of BLAB’s common stock) and the holders of BLAB’s previously outstanding shares of BLAB’s common stock will own the balance.

Following the consummation of the Merger, BLAB will take such actions as are necessary in order to affect the following officer and director changes. John S, Yu shall be appointed Chairman of BLAB’s board of directors and Chief Executive Officer, and Kairos shall also appoint a Chief Financial Officer. Upon closing of the Merger, W. Edward Nichols shall resign as President of BLAB, and Darrel Avery shall resign as CFO and Vice President, and all other directors of BLAB immediately prior to closing shall resign effective on closing the Merger. Michael Keyoung, Rosemary Mazanet and Hyun Bae shall be appointed as members of BLAB’s board of directors upon closing of the Merger.

The above summary is provided herein for convenience, is not intended to include every term of the agreement, and is subject to non-material changes that may be agreed to by the parties thereto in the drafting of the definitive agreements and closing of the above summarized transactions.

APPENDIX E – Lock-Up Agreement