Butterfly Network Inc., through its wholly owned subsidiary BFLY Operations, Inc., has entered into a Co-Development and Licensing Agreement with Midjourney, Inc. Under the terms of the five-year agreement, Butterfly Network will grant Midjourney an exclusive, non-transferable license to access and use certain semiconductor-based ultrasound technology, software, and backend technology within a specified field of use. Midjourney will pay Butterfly Network a one-time fee of $15 million and an annual license fee of $10 million, payable quarterly. The agreement also includes provisions for milestone payments of up to $9 million, revenue sharing related to hardware commercialization, and payments for any chip purchases. The agreement contains customary confidentiality, intellectual property, and license-back provisions, and allows Midjourney the option to upgrade its license in certain circumstances.