1018-00006 · Penterra Pharmaceuticals Corp · Closing

officers-certificate-penterra.docx DOCUMENT IP / Technology

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OFFICER'S CERTIFICATE OF PENTERRA PHARMACEUTICALS CORP.

Delivered pursuant to Section 9.2(a)(iii) of the Exclusive License Agreement dated October 2, 2023 (the "License Agreement") between Penterra Pharmaceuticals Corp. and Meridian Bio Therapeutics Limited

Date: October 20, 2023

The undersigned, Anita M. Fremont, Esq., General Counsel and an authorized officer of Penterra Pharmaceuticals Corp., a corporation duly organized and existing under the laws of the State of Delaware (Employer Identification Number: 22-3948175), with its principal offices located at 400 Pharma Drive, Suite 800, Princeton, New Jersey 08540 (the "Company" or "Penterra"), hereby certifies the following, under penalty of perjury and in her capacity as an officer of the Company and not in her individual capacity, in connection with the closing (the "Closing") of the transactions contemplated by that certain Exclusive License Agreement, dated as of October 2, 2023 (together with all exhibits, schedules, and annexes thereto, as amended, supplemented, or otherwise modified from time to time, the "License Agreement"), by and between Penterra Pharmaceuticals Corp. and Meridian Bio Therapeutics Limited, a limited company organized and existing under the laws of the Hong Kong Special Administrative Region of the People's Republic of China (Company Registration No. 2847631), with its principal offices located at 18/F, Blossom Tower, 88 Queen's Road Central, Hong Kong SAR ("Meridian").

The License Agreement pertains to the exclusive out-license of the proprietary small-molecule compound designated as PPC-4187 (proposed International Nonproprietary Name: Penteracitinib), together with all associated intellectual property rights, regulatory filings, clinical data, and know-how, in the Licensed Territory (as defined in the License Agreement), to Meridian Bio Therapeutics Limited, for the purpose of the development, manufacture, commercialization, marketing, distribution, sale, and importation of Licensed Products in the Licensed Territory, all on the terms and subject to the conditions set forth in the License Agreement.

Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the License Agreement. All references to sections, articles, schedules, exhibits, and annexes herein, unless otherwise specified, refer to the corresponding sections, articles, schedules, exhibits, and annexes of the License Agreement.

This Certificate is being delivered on the Effective Date of the License Agreement, October 20, 2023, in satisfaction of the condition precedent set forth in Section 9.2(a)(iii) of the License Agreement, which requires the delivery by Penterra to Meridian of an officer's certificate certifying as to the matters set forth herein as a condition to the obligations of Meridian to consummate the Closing.

Section 1: Authority and Authorization

1.1. The undersigned, Anita M. Fremont, Esq., is the duly appointed, qualified, and acting General Counsel of Penterra Pharmaceuticals Corp. and holds the title of Senior Vice President, Legal Affairs and General Counsel. The undersigned is authorized to execute and deliver this Certificate on behalf of the Company, and no other consent, approval, or action of any person or entity is required in connection with the execution and delivery of this Certificate by the undersigned.

1.2. The Board of Directors of Penterra Pharmaceuticals Corp. (the "Board"), by unanimous written consent adopted and effective as of July 18, 2023, a true and correct copy of which has been delivered to Meridian as an attachment to the Secretary's Certificate referenced in Section 3.2 below, duly and validly authorized the negotiation, execution, delivery, and performance by Penterra of the License Agreement and all ancillary agreements, instruments, certificates, and documents contemplated thereby or delivered in connection therewith, including without limitation each of the following:

(a) the Escrow Agreement, dated as of October 6, 2023, by and among Penterra, Meridian, and Velthorn National Bank, N.A., as escrow agent (the "Escrow Agreement");

(b) the Supply Agreement, dated as of October 2, 2023, between Penterra and Meridian (the "Supply Agreement");

(c) the Technology Transfer Agreement, dated as of October 2, 2023, between Penterra and Meridian (the "Technology Transfer Agreement");

(d) the Trademark License Agreement, dated as of October 2, 2023, between Penterra and Meridian (the "Trademark License Agreement"); and

(e) the Pharmacovigilance Agreement, dated as of October 2, 2023, between Penterra and Meridian (the "Pharmacovigilance Agreement" and, together with the agreements described in clauses (a) through (d) above, the "Ancillary Agreements").

1.3. Such board authorization, as set forth in the unanimous written consent of the Board dated July 18, 2023, has not been amended, modified, rescinded, or revoked in whole or in part, and remains in full force and effect as of the date of this Certificate. No proceedings have been taken, and no resolutions have been adopted, by the Board, by the stockholders of Penterra, or by any committee of the Board that would in any way limit, restrict, or condition the authority granted by such unanimous written consent.

1.4. Each of the officers of the Company who executed the License Agreement and all Ancillary Agreements and related documents on behalf of Penterra, including David R. Marconi, Chief Executive Officer, and the undersigned, Anita M. Fremont, General Counsel, was, at the time of such execution and delivery, and continues to be as of the date of this Certificate, duly elected or appointed, qualified, and acting in such capacity, and was duly authorized to execute and deliver such agreements and documents on behalf of the Company.

Section 2: Representations and Warranties

2.1. Each of the representations and warranties made by Penterra in the License Agreement, including without limitation those set forth in Article 10 of the License Agreement, is true and correct in all material respects as of the date of execution of the License Agreement (October 2, 2023) and as of the Effective Date (October 20, 2023), as though each such representation and warranty had been made on and as of such date, with the same force and effect as if each such representation and warranty had been made at and as of the Closing, except in each case for any representation or warranty that by its terms speaks only as of a specific earlier date, which representation or warranty is true and correct in all material respects as of such earlier date. No disclosure made by Penterra after the date of the License Agreement through the Effective Date supplements, amends, or modifies the representations and warranties set forth in the License Agreement in any manner that would render any such representation or warranty materially inaccurate or misleading.

2.2. Without limiting the generality of the certification set forth in Section 2.1 above, the undersigned specifically certifies as to the truth and correctness, in all material respects, of the following:

(a) Organization and Good Standing. Penterra Pharmaceuticals Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as proposed to be conducted. The Company's registered agent for service of process in the State of Delaware is Crowne Albany Corporation, at 1209 Orange Street, Wilmington, Delaware 19801. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the character of its properties or the nature of its activities requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect.

(b) Due Authorization. The execution, delivery, and performance of the License Agreement and each of the Ancillary Agreements by Penterra have been duly and validly authorized by all necessary corporate action on the part of Penterra, including the approval of the Board of Directors by unanimous written consent dated July 18, 2023. No further consent, approval, authorization, or action by, and no notice to or filing with, any stockholder of Penterra or any governmental authority is required in connection with the execution, delivery, or performance of the License Agreement or any Ancillary Agreement by Penterra, except for such filings as have already been made or are disclosed herein. The License Agreement and each Ancillary Agreement, when executed and delivered by the Company, constitutes a legal, valid, and binding obligation of Penterra, enforceable against Penterra in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) No Conflicts. The execution, delivery, and performance of the License Agreement and the Ancillary Agreements by Penterra do not and will not: (i) violate, conflict with, or result in a breach or contravention of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, the Amended and Restated Certificate of Incorporation of Penterra, as filed with the Secretary of State of the State of Delaware on March 14, 2018, as amended, or the Second Amended and Restated Bylaws of Penterra, as adopted by the Board on June 22, 2021, as amended; (ii) violate any applicable federal, state, local, or foreign law, statute, rule, regulation, order, judgment, decree, or injunction applicable to Penterra; or (iii) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any material benefit under, or require any consent under, any material contract, agreement, license, permit, or instrument to which Penterra is a party or by which any of its properties or assets are bound or affected.

(d) intellectual Property. Penterra is the sole and exclusive owner of, or has valid and enforceable rights in, all of the Licensed Patents (as specifically identified and set forth in Schedule A to the License Agreement), the Licensed Know-How (as described and identified in Schedule B to the License Agreement), and the Licensed Trademarks, including without limitation the PENTECLAR® mark (United States Registration No. 6,789,012 and corresponding registrations and applications in the Licensed Territory jurisdictions, as specifically identified and set forth in Schedule C to the License Agreement), in each case free and clear of all mortgages, pledges, liens, security interests, encumbrances, charges, restrictions, options, preemptive rights, and adverse claims of any nature whatsoever, except as otherwise expressly disclosed in Article 10 of the License Agreement or in the applicable schedules thereto. No third party has been granted any rights, licenses, or interests in or to the Licensed IP in the Licensed Territory that would conflict with, limit, or impair the exclusive license granted to Meridian under the License Agreement.

(e) Patent Portfolio. The Licensed Patents consist of seven (7) patent families covering, collectively, composition of matter, crystalline polymorphic forms, methods of use, pharmaceutical formulation, and manufacturing process inventions relating to PPC-4187 (Penteracitinib), including without limitation the following key patents and patent applications:

(i) United States Patent No. 11,234,567, entitled "Novel JAK1/JAK2 Inhibitor Compounds," issued September 15, 2020, with an expiration date of August 12, 2037, covering the composition of matter for PPC-4187 and related compounds;

(ii) United States Patent No. 11,345,678, entitled "Crystalline Forms of Penteracitinib," issued March 22, 2021, with an expiration date of November 3, 2038, covering Crystalline Form A of PPC-4187, which is the form used in the commercial formulation;

(iii) Japanese Patent No. 7,012,345 (national phase entry under PCT/US2019/045123), granted by the Japan Patent Office on January 10, 2023;

(iv) Chinese Patent No. ZL 2020 1 0456789.0 (national phase entry under PCT/US2019/045123), granted by the China National intellectual Property Administration on April 5, 2022;

(v) Korean Patent No. 10-2345678 (national phase entry under PCT/US2019/045123), granted by the Korean intellectual Property Office on July 19, 2022;

(vi) Australian Patent No. 2020234567 (national phase entry under PCT/US2019/045123), granted by IP Australia on February 28, 2023; and

(vii) additional national phase entries, divisional applications, continuations, and continuation-in-part applications in the Licensed Territory jurisdictions, all as specifically identified in Schedule A to the License Agreement.

All maintenance fees, annuities, and renewal fees with respect to the Licensed Patents that are due and payable as of the date of this Certificate have been timely paid, and no Licensed Patent is the subject of any pending interference, opposition, re-examination, post-grant review, inter partes review, cancellation, or other challenge proceeding before any patent office or tribunal.

(f) Clinical Data. The clinical data package for PPC-4187 (Penteracitinib), which has been made available to Meridian in the electronic data room established for purposes of the transactions contemplated by the License Agreement, and which is described in and forms part of Schedule B to the License Agreement, is true, complete, and correct in all material respects. Such clinical data package includes, without limitation, the full data package from the following Penterra-sponsored clinical study:

Study PPC-4187-201: A Phase IIb, randomized, double-blind, placebo-controlled, dose-ranging study evaluating the efficacy and safety of PPC-4187 (Penteracitinib) in adult patients with moderate-to-severe atopic dermatitis. The study enrolled 420 patients across 62 clinical sites in the United States, Canada, and the European Union. Topline results were announced in June 2023 and demonstrated a statistically significant improvement in the primary endpoint of EASI-75 response at Week 16 for both the 25 mg and 50 mg once-daily dose groups compared to placebo (p<0.001 for both comparisons). The safety profile observed in Study PPC-4187-201 was consistent with prior Phase I and Phase IIa data, with no new or unexpected safety signals identified.

No material information or data relating to PPC-4187, its safety, efficacy, or regulatory status has been withheld, suppressed, or omitted from the clinical data package made available to Meridian.

(g) No Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the knowledge of the Company (after due inquiry of relevant personnel, including the Company's Chief Scientific Officer, Vice President of Regulatory Affairs, and outside patent counsel), threatened against or affecting Penterra, the Licensed IP, or the Licensed Products before any court, tribunal, governmental body, or agency, domestic or foreign, that (i) would materially affect or impair Penterra's ability to perform its obligations under the License Agreement or any Ancillary Agreement, (ii) challenges or seeks to challenge the validity, enforceability, scope, or ownership of any of the Licensed Patents, Licensed Know-How, or Licensed Trademarks, (iii) alleges that the development, manufacture, use, sale, offer for sale, or importation of PPC-4187 or any Licensed Product infringes, misappropriates, or otherwise violates the intellectual property rights of any third party, or (iv) would otherwise be required to be disclosed under the License Agreement and has not been so disclosed.

(h) Regulatory Compliance. Penterra is, and at all times relevant to the License Agreement has been, in compliance in all material respects with all applicable laws, statutes, rules, regulations, ordinances, and orders relating to the Licensed IP and the Licensed Products, including without limitation the Federal Food, Drug, and Cosmetic Act, the regulations of the U.S. Food and Drug Administration promulgated thereunder, and applicable state, local, and foreign laws and regulations. Such compliance extends to compound PPC-4187 (Penteracitinib) in both its 25 mg film-coated tablet and 50 mg film-coated tablet oral dosage formulations, which are the formulations currently under development for commercial launch.

(i) Manufacturing. The active pharmaceutical ingredient ("API") manufacturing process for PPC-4187 has been validated in accordance with applicable current Good Manufacturing Practice ("cGMP") requirements and International Council for Harmonisation ("ICH") guidelines at the designated contract manufacturing facility of Penterra, being Alkerra Manufacturing Inc., located at 5200 Meridian Parkway, Research Triangle Park, North Carolina 27713. Process validation was completed in accordance with the validation master plan and included three consecutive commercial-scale batches, all of which met pre-established acceptance criteria. Alkerra Manufacturing Inc. is currently in good standing with the U.S. Food and Drug Administration and has not been the subject of any FDA Warning Letter, untitled letter, or consent decree within the twelve (12) months preceding the date of this Certificate.

Section 3: Performance of Covenants

3.1. The undersigned hereby certifies that Penterra has performed and complied with, in all material respects, all of the covenants, agreements, conditions, and obligations required to be performed or complied with by it under the License Agreement on or prior to the Effective Date, including without limitation all deliveries and actions required to be taken by Penterra as conditions to the Closing. Specifically, and without limiting the generality of the foregoing, the undersigned certifies that Penterra has performed and complied with the following:

3.2. Execution and Delivery of Agreements. Penterra has duly executed and delivered to Meridian the License Agreement and each of the Ancillary Agreements, namely the Escrow Agreement, the Supply Agreement, the Technology Transfer Agreement, the Trademark License Agreement, and the Pharmacovigilance Agreement, each in the form previously agreed upon by the parties and their respective counsel, and each duly executed by an authorized officer of Penterra.

3.3. Secretary's Certificate. Penterra has caused to be delivered to Meridian a Secretary's Certificate of Penterra, duly executed by Jennifer L. Chiang, Corporate Secretary of Penterra, dated October 20, 2023, attaching the following as exhibits thereto: (a) a certified copy of the unanimous written consent of the Board of Directors of Penterra dated July 18, 2023, authorizing the transactions contemplated by the License Agreement and the Ancillary Agreements; (b) an incumbency certificate identifying each officer of Penterra authorized to execute and deliver the License Agreement, the Ancillary Agreements, and all related documents, together with specimen signatures of such officers; and (c) certified copies of the Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws of Penterra, each as currently in effect.

3.4. Legal Opinion. Penterra has caused to be delivered to Meridian a legal opinion of Calderwood & Harkness LLP, counsel to Penterra, dated October 20, 2023, addressed to Meridian Bio Therapeutics Limited and its counsel, Lam, Cheung & Firth LLP, opining as to the matters customarily addressed in legal opinions delivered in connection with transactions of the nature contemplated by the License Agreement, including without limitation the due organization and good standing of Penterra, the due authorization and enforceability of the License Agreement and the Ancillary Agreements, and the absence of conflicts with organizational documents and applicable law.

3.5. Certificate of Good Standing. Penterra has caused to be delivered to Meridian a certificate of good standing (or equivalent status certificate) for Penterra Pharmaceuticals Corp. issued by the Secretary of State of the State of Delaware, dated as of a recent date prior to the Effective Date, confirming that Penterra is in good standing under the laws of the State of Delaware.

3.6. IP Recordation. Penterra has cooperated in good faith with Meridian and its agents and counsel in connection with the recordation of the exclusive license grants, IP assignments, and related registrations with the applicable intellectual property offices and government agencies in each of the jurisdictions within the Licensed Territory. The final jurisdiction recordation was completed on October 18, 2023, and Penterra has provided Meridian with copies of all recordation confirmations and filing receipts in its possession as of the date of this Certificate.

3.7. Escrow Cooperation. Penterra has cooperated with Meridian and Velthorn National Bank, N.A., as escrow agent, in connection with the establishment and funding of the escrow account contemplated by the Escrow Agreement. The escrow account was established at Velthorn National Bank, N.A. on or about October 4, 2023, and was funded by Meridian on October 6, 2023, with a deposit in the amount of Eighteen Million U.S. Dollars ($18,000,000.00), representing the upfront payment payable under Section 7.1(a) of the License Agreement. Penterra has acknowledged receipt of confirmation from Velthorn National Bank, N.A. (Teresa M. D'Angelo, Senior Vice President and Escrow Officer) that such funds have been received and are being held in the escrow account in accordance with the terms of the Escrow Agreement, pending release upon satisfaction of the conditions set forth therein.

Section 4: No Material Adverse Change

4.1. The undersigned hereby certifies that, since the date of execution of the License Agreement (October 2, 2023) through and including the Effective Date (October 20, 2023), no Material Adverse Change (as such term is defined in Section 1.1 of the License Agreement) has occurred with respect to Penterra, the Licensed IP, or the Licensed Products. Without limiting the generality of the foregoing, during such period: (a) there has been no material adverse change in the financial condition, results of operations, business, assets, liabilities, or prospects of Penterra; (b) there has been no material adverse change in the validity, enforceability, scope, or ownership of any Licensed Patent, Licensed Know-How, or Licensed Trademark; (c) there has been no material adverse change relating to the safety, efficacy, or regulatory status of PPC-4187 (Penteracitinib) or any Licensed Product; and (d) Penterra has not taken any action, or failed to take any action, that would constitute a breach of or default under the License Agreement or any Ancillary Agreement.

4.2. The undersigned further certifies that, as of the date of this Certificate, there has been no event, development, occurrence, fact, circumstance, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Penterra's ability to perform its obligations under the License Agreement or any Ancillary Agreement, including without limitation its obligations with respect to the technology transfer, ongoing supply of API and finished product, pharmacovigilance and safety reporting, and cooperation in regulatory matters in the Licensed Territory.

Section 5: Closing Conditions

5.1. The undersigned hereby certifies that all conditions precedent to the obligations of Penterra to consummate the Closing under the License Agreement, as set forth in Article 9 thereof, have been satisfied or duly waived as of the Effective Date, October 20, 2023, including without limitation the following:

(a) HSR Act. Penterra has confirmed, based on the advice of its outside counsel, Calderwood & Harkness LLP, that no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was required in connection with the transactions contemplated by the License Agreement. The transactions constitute a pure intellectual property license and do not involve the acquisition by Meridian of voting securities or assets of Penterra within the meaning of the HSR Act, and the applicable notification thresholds under 15 U.S.C. § 18a are not met. Such determination was confirmed and documented in a memorandum of counsel dated October 5, 2023.

(b) CFIUS. Penterra has confirmed that no filing with or notification to the Committee on Foreign Investment in the United States ("CFIUS") is required or advisable in connection with the transactions contemplated by the License Agreement, as the transactions do not constitute a "covered transaction" within the meaning of Section 721 of the Defense Production Act of 1950, as amended, and the implementing regulations at 31 C.F.R. Parts 800 and 802, insofar as Meridian is not acquiring a controlling interest in, or substantially all of the assets of, a U.S. business.

(c) Internal Corporate Approvals. All required internal corporate approvals for the execution, delivery, and performance of the License Agreement and the Ancillary Agreements have been obtained by both Penterra and Meridian, including (as to Penterra) the unanimous written consent of the Board of Directors dated July 18, 2023, and (as to Meridian, as represented by Meridian in its corresponding officer's certificate) the approval of the board of directors of Meridian.

(d) Escrow Funding. The escrow account established pursuant to the Escrow Agreement has been funded by Meridian in the amount of Eighteen Million U.S. Dollars ($18,000,000.00), which funding was confirmed by Velthorn National Bank, N.A. (Teresa M. D'Angelo, Senior Vice President and Escrow Officer) on October 6, 2023. Penterra is satisfied that the conditions for the release of the escrowed funds on the Effective Date have been met.

(e) IP Assignment Recordation. The recordation of the exclusive license grants and related intellectual property registrations in all Licensed Territory jurisdictions has been completed, with the final jurisdiction recordation completed on October 18, 2023. Penterra has received recordation confirmations or filing receipts from each applicable intellectual property office in the Licensed Territory.

Section 6: Transaction Summary Confirmation

6.1. The undersigned confirms that the License Agreement provides for total potential consideration payable by Meridian to Penterra of up to One Hundred Twenty Million U.S. Dollars ($120,000,000.00), consisting of the following components:

(a) Upfront Payment: An upfront, non-refundable, non-creditable cash payment of Eighteen Million U.S. Dollars ($18,000,000.00), which was deposited by Meridian into the escrow account at Velthorn National Bank, N.A. on October 6, 2023, and which is to be released to Penterra on the Effective Date in accordance with the terms of the Escrow Agreement;

(b) Development Milestone Payments: Development milestone payments aggregating up to Thirty-Two Million U.S. Dollars ($32,000,000.00), payable upon the achievement of specified clinical development milestones for PPC-4187 in the Licensed Territory, as set forth in Section 7.2(a) of the License Agreement;

(c) Regulatory Milestone Payments: Regulatory milestone payments aggregating up to Twenty-Five Million U.S. Dollars ($25,000,000.00), payable upon the achievement of specified regulatory milestones for PPC-4187 in the Licensed Territory, including the first regulatory approval of a Licensed Product in each of the Major Market Countries (as defined in the License Agreement), as set forth in Section 7.2(b) of the License Agreement; and

(d) Commercial Milestone Payments: Commercial milestone payments aggregating up to Forty-Five Million U.S. Dollars ($45,000,000.00), payable upon the achievement of specified aggregate annual Net Sales thresholds for Licensed Products in the Licensed Territory, as set forth in Section 7.2(c) of the License Agreement.

6.2. In addition to the milestone payments described in Section 6.1 above, the License Agreement provides for the payment by Meridian to Penterra of tiered royalties on aggregate annual Net Sales of Licensed Products in the Licensed Territory, at the following rates, as set forth in Section 7.3 of the License Agreement:

6.3. The undersigned confirms that the Licensed Territory, as defined in Section 1.1 of the License Agreement, comprises the following countries and jurisdictions: the People's Republic of China (including the Hong Kong Special Administrative Region and the Macau Special Administrative Region), Japan, the Republic of Korea, the Commonwealth of Australia, New Zealand, the Republic of Singapore, the Kingdom of Thailand, Malaysia, the Republic of Indonesia, the Republic of the Philippines, the Socialist Republic of Vietnam, and Taiwan.

6.4. Penterra retains all rights to PPC-4187 (Penteracitinib) and all Licensed Products outside the Licensed Territory, including without limitation all rights in the United States of America, Canada, the member states of the European Union and the European Economic Area, the United Kingdom of Great Britain and Northern Ireland, Latin America and the Caribbean, the Middle East, Africa, the Indian subcontinent, and all other countries and territories not expressly included in the Licensed Territory.

Section 7: Reliance

7.1. This Certificate is being delivered by the undersigned to Meridian Bio Therapeutics Limited in satisfaction of the condition precedent set forth in Section 9.2(a)(iii) of the License Agreement, which requires the delivery by Penterra to Meridian of an officer's certificate of Penterra, certifying as to the matters set forth in Sections 1 through 6 above, as a condition to Meridian's obligations to consummate the Closing.

7.2. Meridian Bio Therapeutics Limited and its legal counsel, Lam, Cheung & Firth LLP, with offices located at 25/F, Jardine House, 1 Connaught Place, Central, Hong Kong SAR, are entitled to rely fully and unconditionally on the certifications, representations, and confirmations set forth in this Certificate in connection with the Closing of the transactions contemplated by the License Agreement and the Ancillary Agreements. The undersigned acknowledges that Meridian is consummating the Closing in material reliance on the accuracy and completeness of the statements and certifications contained herein.

7.3. This Certificate shall not be deemed to limit or modify any of the representations, warranties, covenants, or other obligations of Penterra set forth in the License Agreement or any Ancillary Agreement, and the delivery of this Certificate shall not relieve Penterra of any liability for any breach of any representation, warranty, covenant, or agreement contained in the License Agreement or any Ancillary Agreement.

[Remainder of page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF PENTERRA PHARMACEUTICALS CORP.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above, in her capacity as General Counsel and Authorized Officer of Penterra Pharmaceuticals Corp. and not in her individual capacity.

PENTERRA PHARMACEUTICALS CORP.

By: ________

Name: Anita M. Fremont, Esq.

Title: General Counsel and Authorized Officer

Address: 400 Pharma Drive, Suite 800

Princeton, New Jersey 08540

Date: October 20, 2023

Annual Net Sales Tier	Royalty Rate
Annual Net Sales up to and including $100,000,000	8%
Annual Net Sales above $100,000,000 up to and including $300,000,000	11%
Annual Net Sales above $300,000,000	14%

OFFICER'S CERTIFICATE OF PENTERRA PHARMACEUTICALS CORP.
Delivered pursuant to Section 9.2(a)(iii) of the Exclusive License Agreement dated October 2, 2023 (the "License Agreement") between Penterra Pharmaceuticals Corp. and Meridian Bio Therapeutics Limited
Date: October 20, 2023
The undersigned, Anita M. Fremont, Esq., General Counsel and an authorized officer of Penterra Pharmaceuticals Corp., a corporation duly organized and existing under the laws of the State of Delaware (Employer Identification Number: 22-3948175), with its principal offices located at 400 Pharma Drive, Suite 800, Princeton, New Jersey 08540 (the "Company" or "Penterra"), hereby certifies the following, under penalty of perjury and in her capacity as an officer of the Company and not in her individual capacity, in connection with the closing (the "Closing") of the transactions contemplated by that certain Exclusive License Agreement, dated as of October 2, 2023 (together with all exhibits, schedules, and annexes thereto, as amended, supplemented, or otherwise modified from time to time, the "License Agreement"), by and between Penterra Pharmaceuticals Corp. and Meridian Bio Therapeutics Limited, a limited company organized and existing under the laws of the Hong Kong Special Administrative Region of the People's Republic of China (Company Registration No. 2847631), with its principal offices located at 18/F, Blossom Tower, 88 Queen's Road Central, Hong Kong SAR ("Meridian").
The License Agreement pertains to the exclusive out-license of the proprietary small-molecule compound designated as PPC-4187 (proposed International Nonproprietary Name: Penteracitinib), together with all associated intellectual property rights, regulatory filings, clinical data, and know-how, in the Licensed Territory (as defined in the License Agreement), to Meridian Bio Therapeutics Limited, for the purpose of the development, manufacture, commercialization, marketing, distribution, sale, and importation of Licensed Products in the Licensed Territory, all on the terms and subject to the conditions set forth in the License Agreement.
Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the License Agreement. All references to sections, articles, schedules, exhibits, and annexes herein, unless otherwise specified, refer to the corresponding sections, articles, schedules, exhibits, and annexes of the License Agreement.
This Certificate is being delivered on the Effective Date of the License Agreement, October 20, 2023, in satisfaction of the condition precedent set forth in Section 9.2(a)(iii) of the License Agreement, which requires the delivery by Penterra to Meridian of an officer's certificate certifying as to the matters set forth herein as a condition to the obligations of Meridian to consummate the Closing.
Section 1: Authority and Authorization
1.1. The undersigned, Anita M. Fremont, Esq., is the duly appointed, qualified, and acting General Counsel of Penterra Pharmaceuticals Corp. and holds the title of Senior Vice President, Legal Affairs and General Counsel. The undersigned is authorized to execute and deliver this Certificate on behalf of the Company, and no other consent, approval, or action of any person or entity is required in connection with the execution and delivery of this Certificate by the undersigned.
1.2. The Board of Directors of Penterra Pharmaceuticals Corp. (the "Board"), by unanimous written consent adopted and effective as of July 18, 2023, a true and correct copy of which has been delivered to Meridian as an attachment to the Secretary's Certificate referenced in Section 3.2 below, duly and validly authorized the negotiation, execution, delivery, and performance by Penterra of the License Agreement and all ancillary agreements, instruments, certificates, and documents contemplated thereby or delivered in connection therewith, including without limitation each of the following:
(a) the Escrow Agreement, dated as of October 6, 2023, by and among Penterra, Meridian, and Velthorn National Bank, N.A., as escrow agent (the "Escrow Agreement");
(b) the Supply Agreement, dated as of October 2, 2023, between Penterra and Meridian (the "Supply Agreement");
(c) the Technology Transfer Agreement, dated as of October 2, 2023, between Penterra and Meridian (the "Technology Transfer Agreement");
(d) the Trademark License Agreement, dated as of October 2, 2023, between Penterra and Meridian (the "Trademark License Agreement"); and
(e) the Pharmacovigilance Agreement, dated as of October 2, 2023, between Penterra and Meridian (the "Pharmacovigilance Agreement" and, together with the agreements described in clauses (a) through (d) above, the "Ancillary Agreements").
1.3. Such board authorization, as set forth in the unanimous written consent of the Board dated July 18, 2023, has not been amended, modified, rescinded, or revoked in whole or in part, and remains in full force and effect as of the date of this Certificate. No proceedings have been taken, and no resolutions have been adopted, by the Board, by the stockholders of Penterra, or by any committee of the Board that would in any way limit, restrict, or condition the authority granted by such unanimous written consent.
1.4. Each of the officers of the Company who executed the License Agreement and all Ancillary Agreements and related documents on behalf of Penterra, including David R. Marconi, Chief Executive Officer, and the undersigned, Anita M. Fremont, General Counsel, was, at the time of such execution and delivery, and continues to be as of the date of this Certificate, duly elected or appointed, qualified, and acting in such capacity, and was duly authorized to execute and deliver such agreements and documents on behalf of the Company.
Section 2: Representations and Warranties
2.1. Each of the representations and warranties made by Penterra in the License Agreement, including without limitation those set forth in Article 10 of the License Agreement, is true and correct in all material respects as of the date of execution of the License Agreement (October 2, 2023) and as of the Effective Date (October 20, 2023), as though each such representation and warranty had been made on and as of such date, with the same force and effect as if each such representation and warranty had been made at and as of the Closing, except in each case for any representation or warranty that by its terms speaks only as of a specific earlier date, which representation or warranty is true and correct in all material respects as of such earlier date. No disclosure made by Penterra after the date of the License Agreement through the Effective Date supplements, amends, or modifies the representations and warranties set forth in the License Agreement in any manner that would render any such representation or warranty materially inaccurate or misleading.
2.2. Without limiting the generality of the certification set forth in Section 2.1 above, the undersigned specifically certifies as to the truth and correctness, in all material respects, of the following:
(a) Organization and Good Standing. Penterra Pharmaceuticals Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as proposed to be conducted. The Company's registered agent for service of process in the State of Delaware is Crowne Albany Corporation, at 1209 Orange Street, Wilmington, Delaware 19801. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the character of its properties or the nature of its activities requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect.
(b) Due Authorization. The execution, delivery, and performance of the License Agreement and each of the Ancillary Agreements by Penterra have been duly and validly authorized by all necessary corporate action on the part of Penterra, including the approval of the Board of Directors by unanimous written consent dated July 18, 2023. No further consent, approval, authorization, or action by, and no notice to or filing with, any stockholder of Penterra or any governmental authority is required in connection with the execution, delivery, or performance of the License Agreement or any Ancillary Agreement by Penterra, except for such filings as have already been made or are disclosed herein. The License Agreement and each Ancillary Agreement, when executed and delivered by the Company, constitutes a legal, valid, and binding obligation of Penterra, enforceable against Penterra in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) No Conflicts. The execution, delivery, and performance of the License Agreement and the Ancillary Agreements by Penterra do not and will not: (i) violate, conflict with, or result in a breach or contravention of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, the Amended and Restated Certificate of Incorporation of Penterra, as filed with the Secretary of State of the State of Delaware on March 14, 2018, as amended, or the Second Amended and Restated Bylaws of Penterra, as adopted by the Board on June 22, 2021, as amended; (ii) violate any applicable federal, state, local, or foreign law, statute, rule, regulation, order, judgment, decree, or injunction applicable to Penterra; or (iii) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any material benefit under, or require any consent under, any material contract, agreement, license, permit, or instrument to which Penterra is a party or by which any of its properties or assets are bound or affected.
(d) intellectual Property. Penterra is the sole and exclusive owner of, or has valid and enforceable rights in, all of the Licensed Patents (as specifically identified and set forth in Schedule A to the License Agreement), the Licensed Know-How (as described and identified in Schedule B to the License Agreement), and the Licensed Trademarks, including without limitation the PENTECLAR® mark (United States Registration No. 6,789,012 and corresponding registrations and applications in the Licensed Territory jurisdictions, as specifically identified and set forth in Schedule C to the License Agreement), in each case free and clear of all mortgages, pledges, liens, security interests, encumbrances, charges, restrictions, options, preemptive rights, and adverse claims of any nature whatsoever, except as otherwise expressly disclosed in Article 10 of the License Agreement or in the applicable schedules thereto. No third party has been granted any rights, licenses, or interests in or to the Licensed IP in the Licensed Territory that would conflict with, limit, or impair the exclusive license granted to Meridian under the License Agreement.
(e) Patent Portfolio. The Licensed Patents consist of seven (7) patent families covering, collectively, composition of matter, crystalline polymorphic forms, methods of use, pharmaceutical formulation, and manufacturing process inventions relating to PPC-4187 (Penteracitinib), including without limitation the following key patents and patent applications:
(i) United States Patent No. 11,234,567, entitled "Novel JAK1/JAK2 Inhibitor Compounds," issued September 15, 2020, with an expiration date of August 12, 2037, covering the composition of matter for PPC-4187 and related compounds;
(ii) United States Patent No. 11,345,678, entitled "Crystalline Forms of Penteracitinib," issued March 22, 2021, with an expiration date of November 3, 2038, covering Crystalline Form A of PPC-4187, which is the form used in the commercial formulation;
(iii) Japanese Patent No. 7,012,345 (national phase entry under PCT/US2019/045123), granted by the Japan Patent Office on January 10, 2023;
(iv) Chinese Patent No. ZL 2020 1 0456789.0 (national phase entry under PCT/US2019/045123), granted by the China National intellectual Property Administration on April 5, 2022;
(v) Korean Patent No. 10-2345678 (national phase entry under PCT/US2019/045123), granted by the Korean intellectual Property Office on July 19, 2022;
(vi) Australian Patent No. 2020234567 (national phase entry under PCT/US2019/045123), granted by IP Australia on February 28, 2023; and
(vii) additional national phase entries, divisional applications, continuations, and continuation-in-part applications in the Licensed Territory jurisdictions, all as specifically identified in Schedule A to the License Agreement.
All maintenance fees, annuities, and renewal fees with respect to the Licensed Patents that are due and payable as of the date of this Certificate have been timely paid, and no Licensed Patent is the subject of any pending interference, opposition, re-examination, post-grant review, inter partes review, cancellation, or other challenge proceeding before any patent office or tribunal.
(f) Clinical Data. The clinical data package for PPC-4187 (Penteracitinib), which has been made available to Meridian in the electronic data room established for purposes of the transactions contemplated by the License Agreement, and which is described in and forms part of Schedule B to the License Agreement, is true, complete, and correct in all material respects. Such clinical data package includes, without limitation, the full data package from the following Penterra-sponsored clinical study:
Study PPC-4187-201: A Phase IIb, randomized, double-blind, placebo-controlled, dose-ranging study evaluating the efficacy and safety of PPC-4187 (Penteracitinib) in adult patients with moderate-to-severe atopic dermatitis. The study enrolled 420 patients across 62 clinical sites in the United States, Canada, and the European Union. Topline results were announced in June 2023 and demonstrated a statistically significant improvement in the primary endpoint of EASI-75 response at Week 16 for both the 25 mg and 50 mg once-daily dose groups compared to placebo (p<0.001 for both comparisons). The safety profile observed in Study PPC-4187-201 was consistent with prior Phase I and Phase IIa data, with no new or unexpected safety signals identified.
No material information or data relating to PPC-4187, its safety, efficacy, or regulatory status has been withheld, suppressed, or omitted from the clinical data package made available to Meridian.
(g) No Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the knowledge of the Company (after due inquiry of relevant personnel, including the Company's Chief Scientific Officer, Vice President of Regulatory Affairs, and outside patent counsel), threatened against or affecting Penterra, the Licensed IP, or the Licensed Products before any court, tribunal, governmental body, or agency, domestic or foreign, that (i) would materially affect or impair Penterra's ability to perform its obligations under the License Agreement or any Ancillary Agreement, (ii) challenges or seeks to challenge the validity, enforceability, scope, or ownership of any of the Licensed Patents, Licensed Know-How, or Licensed Trademarks, (iii) alleges that the development, manufacture, use, sale, offer for sale, or importation of PPC-4187 or any Licensed Product infringes, misappropriates, or otherwise violates the intellectual property rights of any third party, or (iv) would otherwise be required to be disclosed under the License Agreement and has not been so disclosed.
(h) Regulatory Compliance. Penterra is, and at all times relevant to the License Agreement has been, in compliance in all material respects with all applicable laws, statutes, rules, regulations, ordinances, and orders relating to the Licensed IP and the Licensed Products, including without limitation the Federal Food, Drug, and Cosmetic Act, the regulations of the U.S. Food and Drug Administration promulgated thereunder, and applicable state, local, and foreign laws and regulations. Such compliance extends to compound PPC-4187 (Penteracitinib) in both its 25 mg film-coated tablet and 50 mg film-coated tablet oral dosage formulations, which are the formulations currently under development for commercial launch.
(i) Manufacturing. The active pharmaceutical ingredient ("API") manufacturing process for PPC-4187 has been validated in accordance with applicable current Good Manufacturing Practice ("cGMP") requirements and International Council for Harmonisation ("ICH") guidelines at the designated contract manufacturing facility of Penterra, being Alkerra Manufacturing Inc., located at 5200 Meridian Parkway, Research Triangle Park, North Carolina 27713. Process validation was completed in accordance with the validation master plan and included three consecutive commercial-scale batches, all of which met pre-established acceptance criteria. Alkerra Manufacturing Inc. is currently in good standing with the U.S. Food and Drug Administration and has not been the subject of any FDA Warning Letter, untitled letter, or consent decree within the twelve (12) months preceding the date of this Certificate.
Section 3: Performance of Covenants
3.1. The undersigned hereby certifies that Penterra has performed and complied with, in all material respects, all of the covenants, agreements, conditions, and obligations required to be performed or complied with by it under the License Agreement on or prior to the Effective Date, including without limitation all deliveries and actions required to be taken by Penterra as conditions to the Closing. Specifically, and without limiting the generality of the foregoing, the undersigned certifies that Penterra has performed and complied with the following:
3.2. Execution and Delivery of Agreements. Penterra has duly executed and delivered to Meridian the License Agreement and each of the Ancillary Agreements, namely the Escrow Agreement, the Supply Agreement, the Technology Transfer Agreement, the Trademark License Agreement, and the Pharmacovigilance Agreement, each in the form previously agreed upon by the parties and their respective counsel, and each duly executed by an authorized officer of Penterra.
3.3. Secretary's Certificate. Penterra has caused to be delivered to Meridian a Secretary's Certificate of Penterra, duly executed by Jennifer L. Chiang, Corporate Secretary of Penterra, dated October 20, 2023, attaching the following as exhibits thereto: (a) a certified copy of the unanimous written consent of the Board of Directors of Penterra dated July 18, 2023, authorizing the transactions contemplated by the License Agreement and the Ancillary Agreements; (b) an incumbency certificate identifying each officer of Penterra authorized to execute and deliver the License Agreement, the Ancillary Agreements, and all related documents, together with specimen signatures of such officers; and (c) certified copies of the Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws of Penterra, each as currently in effect.
3.4. Legal Opinion. Penterra has caused to be delivered to Meridian a legal opinion of Calderwood & Harkness LLP, counsel to Penterra, dated October 20, 2023, addressed to Meridian Bio Therapeutics Limited and its counsel, Lam, Cheung & Firth LLP, opining as to the matters customarily addressed in legal opinions delivered in connection with transactions of the nature contemplated by the License Agreement, including without limitation the due organization and good standing of Penterra, the due authorization and enforceability of the License Agreement and the Ancillary Agreements, and the absence of conflicts with organizational documents and applicable law.
3.5. Certificate of Good Standing. Penterra has caused to be delivered to Meridian a certificate of good standing (or equivalent status certificate) for Penterra Pharmaceuticals Corp. issued by the Secretary of State of the State of Delaware, dated as of a recent date prior to the Effective Date, confirming that Penterra is in good standing under the laws of the State of Delaware.
3.6. IP Recordation. Penterra has cooperated in good faith with Meridian and its agents and counsel in connection with the recordation of the exclusive license grants, IP assignments, and related registrations with the applicable intellectual property offices and government agencies in each of the jurisdictions within the Licensed Territory. The final jurisdiction recordation was completed on October 18, 2023, and Penterra has provided Meridian with copies of all recordation confirmations and filing receipts in its possession as of the date of this Certificate.
3.7. Escrow Cooperation. Penterra has cooperated with Meridian and Velthorn National Bank, N.A., as escrow agent, in connection with the establishment and funding of the escrow account contemplated by the Escrow Agreement. The escrow account was established at Velthorn National Bank, N.A. on or about October 4, 2023, and was funded by Meridian on October 6, 2023, with a deposit in the amount of Eighteen Million U.S. Dollars ($18,000,000.00), representing the upfront payment payable under Section 7.1(a) of the License Agreement. Penterra has acknowledged receipt of confirmation from Velthorn National Bank, N.A. (Teresa M. D'Angelo, Senior Vice President and Escrow Officer) that such funds have been received and are being held in the escrow account in accordance with the terms of the Escrow Agreement, pending release upon satisfaction of the conditions set forth therein.
Section 4: No Material Adverse Change
4.1. The undersigned hereby certifies that, since the date of execution of the License Agreement (October 2, 2023) through and including the Effective Date (October 20, 2023), no Material Adverse Change (as such term is defined in Section 1.1 of the License Agreement) has occurred with respect to Penterra, the Licensed IP, or the Licensed Products. Without limiting the generality of the foregoing, during such period: (a) there has been no material adverse change in the financial condition, results of operations, business, assets, liabilities, or prospects of Penterra; (b) there has been no material adverse change in the validity, enforceability, scope, or ownership of any Licensed Patent, Licensed Know-How, or Licensed Trademark; (c) there has been no material adverse change relating to the safety, efficacy, or regulatory status of PPC-4187 (Penteracitinib) or any Licensed Product; and (d) Penterra has not taken any action, or failed to take any action, that would constitute a breach of or default under the License Agreement or any Ancillary Agreement.
4.2. The undersigned further certifies that, as of the date of this Certificate, there has been no event, development, occurrence, fact, circumstance, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Penterra's ability to perform its obligations under the License Agreement or any Ancillary Agreement, including without limitation its obligations with respect to the technology transfer, ongoing supply of API and finished product, pharmacovigilance and safety reporting, and cooperation in regulatory matters in the Licensed Territory.
Section 5: Closing Conditions
5.1. The undersigned hereby certifies that all conditions precedent to the obligations of Penterra to consummate the Closing under the License Agreement, as set forth in Article 9 thereof, have been satisfied or duly waived as of the Effective Date, October 20, 2023, including without limitation the following:
(a) HSR Act. Penterra has confirmed, based on the advice of its outside counsel, Calderwood & Harkness LLP, that no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was required in connection with the transactions contemplated by the License Agreement. The transactions constitute a pure intellectual property license and do not involve the acquisition by Meridian of voting securities or assets of Penterra within the meaning of the HSR Act, and the applicable notification thresholds under 15 U.S.C. § 18a are not met. Such determination was confirmed and documented in a memorandum of counsel dated October 5, 2023.
(b) CFIUS. Penterra has confirmed that no filing with or notification to the Committee on Foreign Investment in the United States ("CFIUS") is required or advisable in connection with the transactions contemplated by the License Agreement, as the transactions do not constitute a "covered transaction" within the meaning of Section 721 of the Defense Production Act of 1950, as amended, and the implementing regulations at 31 C.F.R. Parts 800 and 802, insofar as Meridian is not acquiring a controlling interest in, or substantially all of the assets of, a U.S. business.
(c) Internal Corporate Approvals. All required internal corporate approvals for the execution, delivery, and performance of the License Agreement and the Ancillary Agreements have been obtained by both Penterra and Meridian, including (as to Penterra) the unanimous written consent of the Board of Directors dated July 18, 2023, and (as to Meridian, as represented by Meridian in its corresponding officer's certificate) the approval of the board of directors of Meridian.
(d) Escrow Funding. The escrow account established pursuant to the Escrow Agreement has been funded by Meridian in the amount of Eighteen Million U.S. Dollars ($18,000,000.00), which funding was confirmed by Velthorn National Bank, N.A. (Teresa M. D'Angelo, Senior Vice President and Escrow Officer) on October 6, 2023. Penterra is satisfied that the conditions for the release of the escrowed funds on the Effective Date have been met.
(e) IP Assignment Recordation. The recordation of the exclusive license grants and related intellectual property registrations in all Licensed Territory jurisdictions has been completed, with the final jurisdiction recordation completed on October 18, 2023. Penterra has received recordation confirmations or filing receipts from each applicable intellectual property office in the Licensed Territory.
Section 6: Transaction Summary Confirmation
6.1. The undersigned confirms that the License Agreement provides for total potential consideration payable by Meridian to Penterra of up to One Hundred Twenty Million U.S. Dollars ($120,000,000.00), consisting of the following components:
(a) Upfront Payment: An upfront, non-refundable, non-creditable cash payment of Eighteen Million U.S. Dollars ($18,000,000.00), which was deposited by Meridian into the escrow account at Velthorn National Bank, N.A. on October 6, 2023, and which is to be released to Penterra on the Effective Date in accordance with the terms of the Escrow Agreement;
(b) Development Milestone Payments: Development milestone payments aggregating up to Thirty-Two Million U.S. Dollars ($32,000,000.00), payable upon the achievement of specified clinical development milestones for PPC-4187 in the Licensed Territory, as set forth in Section 7.2(a) of the License Agreement;
(c) Regulatory Milestone Payments: Regulatory milestone payments aggregating up to Twenty-Five Million U.S. Dollars ($25,000,000.00), payable upon the achievement of specified regulatory milestones for PPC-4187 in the Licensed Territory, including the first regulatory approval of a Licensed Product in each of the Major Market Countries (as defined in the License Agreement), as set forth in Section 7.2(b) of the License Agreement; and
(d) Commercial Milestone Payments: Commercial milestone payments aggregating up to Forty-Five Million U.S. Dollars ($45,000,000.00), payable upon the achievement of specified aggregate annual Net Sales thresholds for Licensed Products in the Licensed Territory, as set forth in Section 7.2(c) of the License Agreement.
6.2. In addition to the milestone payments described in Section 6.1 above, the License Agreement provides for the payment by Meridian to Penterra of tiered royalties on aggregate annual Net Sales of Licensed Products in the Licensed Territory, at the following rates, as set forth in Section 7.3 of the License Agreement:
6.3. The undersigned confirms that the Licensed Territory, as defined in Section 1.1 of the License Agreement, comprises the following countries and jurisdictions: the People's Republic of China (including the Hong Kong Special Administrative Region and the Macau Special Administrative Region), Japan, the Republic of Korea, the Commonwealth of Australia, New Zealand, the Republic of Singapore, the Kingdom of Thailand, Malaysia, the Republic of Indonesia, the Republic of the Philippines, the Socialist Republic of Vietnam, and Taiwan.
6.4. Penterra retains all rights to PPC-4187 (Penteracitinib) and all Licensed Products outside the Licensed Territory, including without limitation all rights in the United States of America, Canada, the member states of the European Union and the European Economic Area, the United Kingdom of Great Britain and Northern Ireland, Latin America and the Caribbean, the Middle East, Africa, the Indian subcontinent, and all other countries and territories not expressly included in the Licensed Territory.
Section 7: Reliance
7.1. This Certificate is being delivered by the undersigned to Meridian Bio Therapeutics Limited in satisfaction of the condition precedent set forth in Section 9.2(a)(iii) of the License Agreement, which requires the delivery by Penterra to Meridian of an officer's certificate of Penterra, certifying as to the matters set forth in Sections 1 through 6 above, as a condition to Meridian's obligations to consummate the Closing.
7.2. Meridian Bio Therapeutics Limited and its legal counsel, Lam, Cheung & Firth LLP, with offices located at 25/F, Jardine House, 1 Connaught Place, Central, Hong Kong SAR, are entitled to rely fully and unconditionally on the certifications, representations, and confirmations set forth in this Certificate in connection with the Closing of the transactions contemplated by the License Agreement and the Ancillary Agreements. The undersigned acknowledges that Meridian is consummating the Closing in material reliance on the accuracy and completeness of the statements and certifications contained herein.
7.3. This Certificate shall not be deemed to limit or modify any of the representations, warranties, covenants, or other obligations of Penterra set forth in the License Agreement or any Ancillary Agreement, and the delivery of this Certificate shall not relieve Penterra of any liability for any breach of any representation, warranty, covenant, or agreement contained in the License Agreement or any Ancillary Agreement.
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SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF PENTERRA PHARMACEUTICALS CORP.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above, in her capacity as General Counsel and Authorized Officer of Penterra Pharmaceuticals Corp. and not in her individual capacity.
PENTERRA PHARMACEUTICALS CORP.
By: ________
Name: Anita M. Fremont, Esq.
Title: General Counsel and Authorized Officer
Address: 400 Pharma Drive, Suite 800
Princeton, New Jersey 08540
Date: October 20, 2023
Annual Net Sales Tier | Royalty Rate
Annual Net Sales up to and including $100,000,000 | 8%
Annual Net Sales above $100,000,000 up to and including $300,000,000 | 11%
Annual Net Sales above $300,000,000 | 14%

OFFICER'S CERTIFICATE OF PENTERRA PHARMACEUTICALS CORP.

SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF PENTERRA PHARMACEUTICALS CORP.

PENTERRA PHARMACEUTICALS CORP.

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