Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article 1 shall have the meanings assigned to them elsewhere in this Agreement. 1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of

ARTICLE 2 — GRANT OF LICENSE 2.1 Exclusive License Grant. (a) Subject to the terms and conditions of this Agreement, Penterra hereby grants to Meridian an exclusive license (even as to Penterra, except as expressly set forth in Section 2.2), with the right to sublicense (subject to Section 2.3), under the Licensed Patents, the Licensed Know-How, and the Licensed Trademarks, to develop, have developed, make, have made

ARTICLE 3 — GOVERNANCE 3.1 General. The Parties shall establish the governance committees described in this Article 3 to oversee the development, regulatory, intellectual property, and commercialization activities contemplated by this Agreement. Each governance committee shall serve in an advisory and oversight capacity and shall operate in accordance with the procedures set forth in this Article 3. Neither governanc

ARTICLE 4 — DEVELOPMENT AND REGULATORY 4.1 Development Responsibilities. (a) Meridian shall be responsible, at its sole cost and expense, for all development activities for the Licensed Product in the Territory necessary to obtain Regulatory Approval in the Territory, including without limitation the design, conduct, and completion of Phase III clinical trials, bioequivalence and bridging studies (if required by appl

ARTICLE 5 — FINANCIAL TERMS 5.1 Upfront Payment. Within five (5) Business Days following the Effective Date, Meridian shall pay to Penterra, through the escrow mechanism set forth in the Escrow Agreement, a non-refundable, non-creditable upfront payment of Eighteen Million United States Dollars ($18,000,000) (the "Upfront Payment"). The Escrow Agreement shall be substantially in the form attached hereto as Exhibit A

ARTICLE 6 — SUPPLY AND TECHNOLOGY TRANSFER 6.1 API Supply. (a) During an initial term of three (3) years from the Effective Date (the "API Supply Term"), Penterra shall manufacture and supply (or cause to be manufactured and supplied) to Meridian active pharmaceutical ingredient (PPC-4187 API) and reference standard for use by Meridian in the clinical development and commercial manufacture of the Licensed Product in