Material Agreement (Form 8-K)

On September 3, 2026, KALA BIO, Inc. ("Kala" or the "Company") entered into an Exclusive Distribution and Reseller Agreement (the "Agreement") with Virotek, Inc. ("Virotek"), a Wyoming corporation. The following is a summary of the material terms of the Agreement and is qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

Pursuant to the Agreement, Virotek has appointed Kala as the sole and exclusive distributor and reseller of a genetic testing and screening program for opththamology in the United States for the term of the Agreement. This exclusive appointment is conditioned on Kala achieving the specific milestone set out in Exhibit B of the Agreement on September 3, 2027. If Kala fails to meet this milestone, subject to a 30-day cure period, the appointment converts from exclusive to non-exclusive.

The Program initially covers genetic testing and clinical screening for ophthalmology, but the parties may expand into additional verticals by mutual written agreement. Kala is responsible for all commercial development of the Program, while Virotek is responsible for delivery and administration of the Program. Before any reseller may market or order the Program, Kala must cause the reseller to be bound by a written agreement on terms approved by Virotek.

Net profit is split equally between Virotek and Kala after the cost of goods sold is recovered in full by Virotek. The split may be prospectively varied by mutual written agreement and shall be reviewed monthly. When a white label opportunity arises, the applicable economics are to be agreed by the parties in good faith prior to launch.

Virotek has granted Kala a right of first refusal on any proposed sale, exclusive license, or other disposition by Virotek to a third party of any Opthalmological Product. Kala has at least 30 days to exercise the right.

The Agreement has an initial term of five years commencing September 3, 2026, and is renewable on agreed upon terms for successive periods by written mutual agreement at least 180 days before expiration. Either party may terminate the Agreement immediately upon written notice if: (a) the other party commits a material breach that remains uncured for 30 days after notice; (b) the other party becomes insolvent or enters bankruptcy proceedings; or (c) the other party loses a required license, accreditation, or Nasdaq listing required to perform its obligation that is not restored within 60 days.