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TRADEMARK LICENSE AGREEMENT

by and between

PENTERRA PHARMACEUTICALS CORP.

and

MERIDIAN BIO THERAPEUTICS LIMITED

Effective as of October 20, 2023

Entered into in connection with that certain Exclusive License Agreement dated October 2, 2023 (effective October 20, 2023) between Penterra Pharmaceuticals Corp. and Meridian Bio Therapeutics Limited for compound PPC-4187 (Penteracitinib)

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This TRADEMARK LICENSE AGREEMENT (this "Agreement") is entered into as of October 20, 2023 (the "Effective Date"), by and between:

PENTERRA PHARMACEUTICALS CORP., a corporation organized and existing under the laws of the State of Delaware, with its principal offices at 400 Pharma Drive, Suite 800, Princeton, New Jersey 08540 ("Penterra" or "Licensor");

and

MERIDIAN BIO THERAPEUTICS LIMITED, a company incorporated and existing under the laws of Hong Kong SAR, with Company Registration No. 2847631, and with its principal offices at 18/F, Blossom Tower, 88 Queen's Road Central, Hong Kong SAR ("Meridian" or "Licensee").

Penterra and Meridian are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. Penterra Pharmaceuticals Corp. is a Delaware corporation, publicly traded on the Nasdaq Stock Market under the ticker symbol "PNTR," headquartered at 400 Pharma Drive, Suite 800, Princeton, New Jersey 08540, and is engaged in the research, development, and commercialization of specialty pharmaceutical products, with a particular focus on immunology and inflammatory disease therapeutics;

B. Penterra is the sole and exclusive owner of the trademark PENTECLAR, including United States Trademark Registration No. 6,789,012, and corresponding trademark registrations and applications in Hong Kong SAR, the People's Republic of China, Japan, the Republic of Korea, Australia, and additional jurisdictions within the Licensed Territory (as defined below), used in connection with PPC-4187 (Penteracitinib), a selective Janus Kinase 1 (JAK1) inhibitor indicated for the treatment of moderate-to-severe atopic dermatitis in adult and adolescent patients;

C. Meridian Bio Therapeutics Limited is a Hong Kong limited company (Company Registration No. 2847631), headquartered at 18/F, Blossom Tower, 88 Queen's Road Central, Hong Kong SAR, possessing extensive regulatory, clinical development, and commercialization capabilities across the Asia-Pacific region, including established commercial infrastructure in the People's Republic of China, Japan, the Republic of Korea, Australia, and Southeast Asia;

D. Pursuant to the Exclusive License Agreement dated October 2, 2023, with an effective date of October 20, 2023 (as defined below, the "License Agreement"), Penterra has granted Meridian an exclusive license to develop and commercialize PPC-4187 (Penteracitinib) in the Licensed Territory, and in furtherance of the commercialization rights granted thereunder, the Parties desire to enter into this Trademark License Agreement to grant Meridian an exclusive license to use the PENTECLAR mark in the Licensed Territory in connection with the marketing, promotion, distribution, sale, and commercialization of pharmaceutical products containing PPC-4187; and

E. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to them in the License Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the License Agreement.

1.1 "Affiliate" shall mean, with respect to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of fifty percent (50%) or more of the voting securities or equity interests of such entity, or the power to direct the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise. This definition is intended to be consistent with the definition of "Affiliate" set forth in the License Agreement.

1.2 "Effective Date" shall mean October 20, 2023.

1.3 "Generic Product" shall have the meaning assigned to such term in the License Agreement.

1.4 "Licensed Marks" shall mean the trademark PENTECLAR and all trademark registrations and applications therefor throughout the world, including without limitation the following:

(a) United States Trademark Registration No. 6,789,012;

(b) Hong Kong SAR trademark registration and/or application;

(d) Japan trademark registration and/or application;

(e) Republic of Korea trademark registration and/or application;

(f) Australia trademark registration and/or application;

(g) trademark applications filed or to be filed in additional Territory jurisdictions, including New Zealand, Singapore, Thailand, Malaysia, Indonesia, the Philippines, Vietnam, and Taiwan;

(h) all renewals, extensions, continuations, divisionals, and modifications of any of the foregoing; and

(i) any approved translations or transliterations of the PENTECLAR mark in local languages within the Territory, as approved by Penterra pursuant to Section 4.4 hereof,

in each case, as more fully described in Schedule 1 attached hereto and incorporated herein by reference.

1.5 "Licensed Products" shall mean pharmaceutical products containing PPC-4187 (Penteracitinib) as an active pharmaceutical ingredient, in any dosage form, strength, or formulation (including, without limitation, 25 mg and 50 mg film-coated tablets), that are developed, manufactured, marketed, promoted, distributed, sold, or otherwise commercialized under or in connection with the Licensed Marks.

1.6 "Licensed Territory" or "Territory" shall mean the following countries and jurisdictions: the People's Republic of China (including Hong Kong Special Administrative Region and 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.

1.7 "License Agreement" shall mean the Exclusive License Agreement dated October 2, 2023 (effective October 20, 2023) between Penterra and Meridian for the compound PPC-4187 (Penteracitinib), including all schedules, exhibits, and amendments thereto.

1.8 "Net Sales" shall have the meaning assigned to such term in the License Agreement.

1.9 "Quality Standards" shall mean the standards, guidelines, specifications, and requirements for the use of the Licensed Marks and for the quality of Licensed Products marketed under the Licensed Marks, as set forth in Article 5 of this Agreement, the Quality Agreement (as referenced in Section 5.1), the specifications set forth in the License Agreement, and Schedule 2 attached hereto.

1.10 "Sublicensee" shall mean any third party to whom Meridian grants a sublicense of any of its rights under this Agreement, subject to the terms and conditions set forth herein and in the License Agreement.

1.11 "Term" shall have the meaning assigned to such term in Article 8 of this Agreement.

ARTICLE 2 — GRANT OF LICENSE

2.1 Exclusive License Grant. Subject to the terms and conditions of this Agreement, Penterra hereby grants to Meridian an exclusive (even as to Penterra and its Affiliates), royalty-bearing license to use the Licensed Marks in the Licensed Territory solely in connection with the development, marketing, promotion, advertising, distribution, sale, offer for sale, importation, and commercialization of Licensed Products during the Term. The royalties payable in consideration for such license are governed exclusively by the royalty provisions of the License Agreement, as further described in Article 7 of this Agreement. The exclusivity of this license means that, during the Term, Penterra shall not itself use or grant to any third party any license to use the Licensed Marks in the Licensed Territory in connection with the Licensed Products without Meridian's prior written consent.

2.2 Retained Rights. Penterra hereby expressly retains all rights in and to the Licensed Marks outside the Licensed Territory, including but not limited to the right to use, license, and otherwise exploit the Licensed Marks in the United States of America, Canada, the European Union and European Economic Area, the United Kingdom, Latin America, the Middle East, Africa, and all other countries and territories not included within the Licensed Territory as defined herein. In addition, Penterra retains and shall at all times be and remain the sole and exclusive owner of the Licensed Marks worldwide, including within the Licensed Territory. Nothing in this Agreement shall be construed to limit Penterra's right to exploit the Licensed Marks outside the Licensed Territory in any manner Penterra deems appropriate.

2.3 Sublicensing. Meridian may sublicense its rights under this Agreement to Sublicensees in the Licensed Territory only with the prior written consent of Penterra, such consent not to be unreasonably withheld, conditioned, or delayed, consistent with Section 2.3 of the License Agreement. Any request for Penterra's consent to a sublicense shall be made in writing and shall include the identity of the proposed Sublicensee, the scope and territory of the proposed sublicense, and evidence that the proposed Sublicensee has adequate capabilities and financial resources to perform its obligations. Any sublicense granted pursuant to this Section 2.3 must:

(a) be in writing and contain terms and conditions no less protective of Penterra's trademark rights and interests than those set forth in this Agreement, including, without limitation, the quality control provisions of Article 5 and the usage guidelines of Article 4;

(b) require the Sublicensee to comply with the Brand Guidelines set forth in Schedule 2 and to submit to Penterra's quality inspection rights under Section 5.4;

(c) provide that the sublicense shall automatically terminate upon the termination of this Agreement, except to the extent Penterra agrees in writing to permit survival of such sublicense; and

(d) be consistent in all material respects with the terms and conditions of the License Agreement applicable to sublicensing.

Meridian shall promptly provide Penterra with a complete copy of each executed sublicense agreement. Meridian shall remain primarily liable for all acts, omissions, and obligations of each Sublicensee under this Agreement, including without limitation any failure by a Sublicensee to comply with the quality control provisions or usage requirements of this Agreement, as though such acts, omissions, or failures were those of Meridian itself.

2.4 No Assignment of Ownership. Nothing in this Agreement shall be construed as an assignment, transfer, or conveyance of any ownership interest in the Licensed Marks from Penterra to Meridian or to any other person or entity. Meridian expressly acknowledges and agrees that Penterra is and shall remain the sole and exclusive owner of the Licensed Marks worldwide, and that the rights granted to Meridian under this Agreement are limited to the license rights expressly set forth herein.

ARTICLE 3 — OWNERSHIP AND GOODWILL

3.1 Ownership. Meridian acknowledges and agrees that Penterra is the sole and exclusive owner of the Licensed Marks throughout the world, including all right, title, and interest therein, and all goodwill associated therewith. Meridian further acknowledges that the Licensed Marks are valid and enforceable, and that Meridian's use of the Licensed Marks under this Agreement does not and shall not vest in Meridian any right, title, or interest in or to the Licensed Marks, except for the limited license rights expressly granted herein. Meridian shall not acquire any ownership rights in the Licensed Marks by virtue of its use thereof, and any rights that might otherwise accrue to Meridian by operation of law or otherwise are hereby disclaimed and assigned to Penterra.

3.2 Goodwill Inurement. All goodwill arising from or in connection with Meridian's use of the Licensed Marks in the Licensed Territory, whether during or after the Term, shall inure solely and exclusively to the benefit of Penterra. To the extent that any such goodwill is deemed to have accrued to Meridian by operation of law or otherwise, Meridian hereby irrevocably assigns to Penterra all such goodwill, and agrees to execute such further instruments and take such further actions as may be necessary or reasonably requested by Penterra to effectuate and confirm such assignment.

3.3 No Challenges. Meridian shall not, and shall cause its Affiliates and Sublicensees not to, directly or indirectly:

(a) challenge the validity or enforceability of the Licensed Marks or any registration thereof in any jurisdiction, whether in a judicial proceeding, administrative proceeding, opposition proceeding, cancellation proceeding, or otherwise;

(b) challenge Penterra's ownership of the Licensed Marks or claim any ownership interest therein;

(c) file, cause to be filed, or assist any third party in filing any application to register any trademark, service mark, trade name, domain name, or other designation of origin that is identical to, confusingly similar to, or that incorporates the Licensed Marks or any element thereof, in any jurisdiction worldwide; or

(d) take any action that is inconsistent with Penterra's ownership of the Licensed Marks.

The obligations set forth in this Section 3.3 shall survive the expiration or termination of this Agreement.

3.4 No Adverse Use. Meridian shall not use the Licensed Marks in any manner that would reasonably be expected to diminish, tarnish, dilute, or otherwise adversely affect the reputation, value, or goodwill associated with the Licensed Marks. Without limiting the generality of the foregoing, Meridian shall not use the Licensed Marks in connection with any product or service other than the Licensed Products, or in any manner that is deceptive, misleading, unlawful, or otherwise objectionable.

3.5 Cooperation in Prosecution and Maintenance. Meridian shall cooperate with Penterra and its trademark prosecution counsel, Whitford & Cascade Insurance Brokers, or such other counsel as Penterra may designate from time to time, in connection with the prosecution, maintenance, renewal, and defense of the Licensed Mark registrations and applications in the Licensed Territory. Such cooperation shall include, without limitation, providing information regarding Meridian's use of the Licensed Marks in the Territory, executing declarations of use or other documents required for the maintenance or renewal of the Licensed Mark registrations, and making available specimens of use of the Licensed Marks in the ordinary course of commerce in the Territory. Penterra shall bear all costs and expenses associated with the prosecution, maintenance, and renewal of the Licensed Marks in the Licensed Territory, unless the Parties otherwise agree in writing through the Joint Patent Committee established under the License Agreement. If Penterra requests that Meridian file any Licensed Mark registration or application in Meridian's name for administrative convenience in any Territory jurisdiction, Meridian shall hold such registration or application in trust for Penterra and shall assign such registration or application to Penterra promptly upon Penterra's request, at no cost to Penterra.

ARTICLE 4 — USE OF THE LICENSED MARKS

4.1 Approved Uses. Meridian shall use the Licensed Marks solely and exclusively in connection with the development, marketing, promotion, advertising, sale, distribution, and commercialization of Licensed Products in the Licensed Territory, and for no other purpose. The Licensed Marks shall be used as the primary brand name and trade name for Licensed Products in all markets within the Licensed Territory. Meridian shall not use the Licensed Marks in connection with any product or service other than Licensed Products, or in any manner not expressly authorized by this Agreement.

4.2 Trademark Notices. Meridian shall include appropriate trademark notice symbols on all materials bearing the Licensed Marks, in accordance with the applicable laws and regulations of each country within the Licensed Territory. Without limiting the foregoing:

(a) In jurisdictions where the PENTECLAR mark is registered, Meridian shall use the registration symbol (®) in immediate proximity to the Licensed Mark on all packaging, labeling, advertising, promotional materials, and other materials bearing the Licensed Mark.

(b) In jurisdictions where the PENTECLAR mark is pending registration and has not yet been granted registration, Meridian shall use the trademark symbol (™) or such other symbol as is appropriate under local law in immediate proximity to the Licensed Mark.

(c) Where local law in a Territory jurisdiction requires or permits an alternative form of trademark notice, Meridian shall use such alternative form in compliance with applicable local requirements, provided that Meridian shall notify Penterra of any such alternative form prior to its first use.

4.3 Form and Style. Meridian shall use the Licensed Marks in the form and style specified by Penterra in the Brand Guidelines set forth in Schedule 2 hereto, including without limitation all requirements regarding typeface, font, color, size, orientation, placement, and visual relationship to other textual and graphical elements. Meridian shall not alter, modify, distort, abbreviate, or otherwise change the appearance, design, or presentation of the Licensed Marks without the prior written approval of Penterra. Any proposed modification to the form or style of the Licensed Marks shall be submitted to Penterra in writing for review and approval, and Penterra shall respond to such requests within twenty (20) business days of receipt.

4.4 Local Language Translations and Transliterations. In recognition of the linguistic diversity of the Licensed Territory, any translation or transliteration of the PENTECLAR mark for use in Territory markets — including without limitation translations into Chinese characters (simplified or traditional) for use in the People's Republic of China, Hong Kong SAR, Macau SAR, and Taiwan; katakana, hiragana, or kanji renderings for use in Japan; and Hangul renderings for use in the Republic of Korea — must be submitted to Penterra for review and must be approved in writing by Penterra prior to any use in commerce or in regulatory filings. Once approved by Penterra, any such translation or transliteration shall be deemed a Licensed Mark for all purposes of this Agreement and shall be subject to all terms and conditions applicable to the Licensed Marks, including without limitation the quality control, goodwill inurement, and ownership provisions hereof. Penterra shall endeavor to respond to requests for approval of translations and transliterations within thirty (30) business days of receipt of a complete submission, including the proposed translation or transliteration, the intended market(s), and supporting linguistic analysis.

4.5 Domain Names. Meridian may register internet domain names incorporating the Licensed Marks in Territory-specific country-code top-level domains (ccTLDs), including but not limited to .cn, .com.cn, .jp, .co.jp, .kr, .co.kr, .com.au, .nz, .sg, .co.th, .my, .co.id, .ph, .vn, and .tw, solely for use in connection with the commercialization of Licensed Products in the Licensed Territory, subject to the following conditions:

(a) Meridian shall obtain Penterra's prior written consent before registering any domain name incorporating the Licensed Marks, which consent shall not be unreasonably withheld.

(b) All such domain names shall be registered in a manner that permits transfer to Penterra and shall be held in trust for Penterra during the Term. Meridian acknowledges that Penterra is the beneficial owner of all such domain names.

(c) Upon the expiration or termination of this Agreement for any reason, Meridian shall promptly transfer all domain names incorporating the Licensed Marks to Penterra or its designee, at no cost to Penterra, in accordance with Section 8.6(d) hereof.

(d) Meridian shall not register any domain name incorporating the Licensed Marks in any generic top-level domain (gTLD) (e.g., .com, .net, .org, .pharma) or in any country-code top-level domain outside the Licensed Territory without Penterra's express written consent.

4.6 Co-Branding. Any co-branding of the Licensed Marks with Meridian's corporate name, trademarks, logos, or other marks requires Penterra's prior written approval. In all cases where Meridian's corporate name or marks appear alongside the Licensed Marks, the PENTECLAR mark must be displayed as the primary and predominant brand name, with equal or greater prominence in terms of size, placement, and visual emphasis relative to any Meridian marks. The approved co-branding formats are set forth in Section 2.6 of Schedule 2, and Meridian shall not deviate from such approved formats without Penterra's prior written consent.

4.7 Prohibition on Use Outside Territory. Meridian shall not use, display, promote, advertise, or otherwise exploit the Licensed Marks outside the Licensed Territory, whether directly or indirectly, and whether through physical or digital channels. Without limiting the generality of the foregoing:

(a) Meridian shall not place the Licensed Marks on any product, packaging, advertising, or promotional material intended for distribution, sale, or display outside the Licensed Territory.

(b) Meridian shall not use the Licensed Marks on any globally accessible website, mobile application, social media platform, or other digital medium without implementing geolocation restrictions, geo-blocking, or equivalent technology that effectively limits access to such materials to users located within the Licensed Territory. Meridian shall implement and maintain such geolocation restrictions in accordance with the digital use standards set forth in Section 2.8 of Schedule 2.

(c) Meridian shall take commercially reasonable measures to prevent the diversion or parallel importation of Licensed Products bearing the Licensed Marks from the Licensed Territory to any jurisdiction outside the Licensed Territory.

Any use of the Licensed Marks outside the Licensed Territory by Meridian or its Affiliates or Sublicensees, whether authorized or unauthorized, shall constitute a material breach of this Agreement.

ARTICLE 5 — QUALITY CONTROL

5.1 Quality Standards. Meridian shall ensure that all Licensed Products developed, manufactured, marketed, promoted, distributed, sold, or otherwise commercialized under the Licensed Marks in the Licensed Territory meet or exceed the Quality Standards established by Penterra. The Quality Standards shall be set forth in: (a) the Quality Agreement to be negotiated and executed by the Parties within sixty (60) days of the Effective Date (i.e., by no later than December 19, 2023); (b) the specifications and quality requirements set forth in the License Agreement; and (c) any additional quality standards communicated by Penterra to Meridian in writing from time to time with reasonable advance notice. Meridian acknowledges that the maintenance of consistent, high-quality standards for Licensed Products bearing the Licensed Marks is essential to the preservation and enhancement of the goodwill associated with the Licensed Marks and that the quality control provisions of this Article 5 are a material obligation of Meridian under this Agreement.

5.2 Manufacturing Standards. All Licensed Products commercialized under the Licensed Marks shall be manufactured in strict compliance with:

(a) applicable current Good Manufacturing Practices (cGMP) as promulgated by the relevant regulatory authorities in the Licensed Territory;

(b) all applicable laws, regulations, and regulatory requirements in each country of the Licensed Territory in which Licensed Products are manufactured, marketed, or sold, including without limitation the requirements of the National Medical Products Administration (NMPA) in the PRC, the Pharmaceuticals and Medical Devices Agency (PMDA) in Japan, the Ministry of Food and Drug Safety (MFDS) in the Republic of Korea, and the Therapeutic Goods Administration (TGA) in Australia, as well as the requirements of each other national regulatory authority within the Licensed Territory;

(c) the manufacturing process specifications derived from the technology transfer conducted pursuant to the Technology Transfer Agreement between the Parties; and

(d) such additional manufacturing standards as Penterra may reasonably specify in writing from time to time, taking into account the evolving regulatory landscape and the standards applicable to Penterra's own manufacturing of Licensed Products for markets outside the Licensed Territory.

5.3 Packaging and Labeling. All packaging, labeling, package inserts, patient information leaflets, and promotional materials bearing the Licensed Marks shall comply with: (a) all applicable regulatory requirements in each country of the Licensed Territory in which such materials are used; (b) Penterra's Brand Guidelines as set forth in Schedule 2 hereto; and (c) the Quality Standards. Meridian shall submit representative samples of all packaging, labeling, and package inserts bearing the Licensed Marks to Penterra for review and approval prior to commercial launch in each country within the Licensed Territory. Penterra shall use commercially reasonable efforts to review and respond to such submissions within twenty (20) business days of receipt. In the event that Penterra objects to any packaging, labeling, or insert, Penterra shall provide a written explanation of its objections, and Meridian shall make such modifications as are reasonably necessary to address such objections prior to commercial use.

5.4 Right of Inspection. Penterra shall have the right, upon reasonable prior written notice of not less than thirty (30) calendar days, to inspect or cause its designated representatives to inspect the facilities, manufacturing sites, warehouses, records, and quality management systems of Meridian and its Sublicensees and contract manufacturers engaged in the manufacture, packaging, labeling, storage, or distribution of Licensed Products bearing the Licensed Marks, for the purpose of verifying compliance with the Quality Standards and the terms of this Agreement. Such inspections shall be conducted during normal business hours and shall not unreasonably interfere with Meridian's operations. Penterra shall be entitled to conduct no more than one (1) such inspection per calendar year under ordinary circumstances; provided, however, that if a material quality concern has been identified — whether through a prior inspection, complaint, adverse event report, regulatory notice, product recall, or otherwise — Penterra may conduct additional inspections as reasonably necessary to assess and verify the resolution of such concern. Meridian shall cooperate fully with Penterra during any such inspection and shall provide Penterra's designated representatives with reasonable access to all relevant facilities, personnel, documents, and records.

5.5 Samples. Meridian shall, upon Penterra's written request (which request shall be made no more frequently than semi-annually), provide Penterra with representative samples of Licensed Products then being sold or distributed in the Licensed Territory, in sufficient quantity and range for Penterra to conduct quality review and testing. Meridian shall provide such samples at Meridian's own cost, including shipping and handling costs.

5.6 Non-Compliance and Remediation. If Penterra reasonably determines, based on inspection results, sample testing, complaint reports, regulatory communications, or other relevant information, that any Licensed Products commercialized by Meridian or its Sublicensees in the Licensed Territory do not meet the Quality Standards, or that Meridian's use of the Licensed Marks does not comply with the Brand Guidelines or other requirements of this Agreement, Penterra shall provide Meridian with written notice specifying in reasonable detail the nature of the deficiency or non-compliance. Meridian shall have sixty (60) days from the date of receipt of such notice to cure such deficiency or non-compliance to Penterra's reasonable satisfaction. During such cure period, the Parties shall cooperate in good faith to identify and implement corrective measures. If Meridian fails to cure the deficiency or non-compliance within the sixty (60)-day cure period, or if Meridian fails to implement a corrective action plan reasonably acceptable to Penterra, Penterra may, in its sole discretion and without prejudice to any other rights or remedies available to Penterra under this Agreement, the License Agreement, or applicable law:

(a) suspend Meridian's rights under this Agreement, in whole or in part, until such time as compliance with the Quality Standards is demonstrated to Penterra's reasonable satisfaction; and/or

(b) terminate this Agreement in accordance with Section 8.4 hereof if the failure constitutes a material quality deficiency that is reasonably likely to cause material damage to the goodwill associated with the Licensed Marks.

5.7 Promotional Materials. All advertising, promotional, marketing, educational, and communications materials bearing the Licensed Marks — including without limitation print advertisements, digital advertisements, brochures, sales aids, detail pieces, press releases, trade show materials, and social media content — shall be submitted to Penterra's designated representative (which representative shall be identified through the Joint Steering Committee established under the License Agreement) for review and approval prior to first use. Penterra shall use commercially reasonable efforts to respond to approval requests within fifteen (15) business days of receipt of a complete submission. Penterra's failure to respond within such fifteen (15) business day period shall not be deemed to constitute approval or acquiescence, and Meridian shall not use any such materials unless and until Penterra has provided express written approval. If Penterra objects to any submitted materials, Penterra shall provide a written explanation of the basis for its objection, and Meridian shall revise and resubmit such materials for Penterra's approval.

ARTICLE 6 — TRADEMARK PROSECUTION, MAINTENANCE, AND ENFORCEMENT

6.1 Prosecution and Maintenance. Penterra shall be responsible, at its own cost and expense, for the prosecution, maintenance, and renewal of all Licensed Mark registrations and applications in the Licensed Territory, including the filing of all necessary documents, declarations of use, renewal applications, and responses to office actions issued by the relevant trademark offices in each Territory jurisdiction. Penterra shall coordinate such prosecution and maintenance activities as appropriate through the Joint Patent Committee established under the License Agreement, and shall keep Meridian reasonably informed of the status of all Licensed Mark registrations and applications in the Licensed Territory.

6.2 New Filings. Penterra shall use commercially reasonable efforts to file and prosecute trademark applications for the PENTECLAR mark in each country of the Licensed Territory where a Licensed Mark registration has not yet been obtained, in advance of the anticipated commercial launch dates for Licensed Products in such country as set forth in the Development Plan (Schedule E to the License Agreement). In determining the timing and prioritization of such filings, Penterra shall take into account the regulatory approval timelines, the anticipated commercial launch schedule, and the typical pendency periods for trademark applications in the relevant jurisdiction. Meridian shall provide Penterra with reasonable advance notice of anticipated regulatory milestone dates that are relevant to the timing of trademark filings. If Penterra determines that a trademark application in a particular Territory jurisdiction is unlikely to succeed, or that the PENTECLAR mark is unavailable for registration in such jurisdiction, Penterra shall promptly notify Meridian and the Parties shall discuss in good faith alternative strategies for brand protection in such jurisdiction.

6.3 Notification of Infringement. Each Party shall promptly notify the other Party in writing upon becoming aware of any actual or suspected infringement, counterfeiting, dilution, misappropriation, or unauthorized use of the Licensed Marks in the Licensed Territory, or of any trademark application or registration filed by a third party in the Licensed Territory that is identical to, confusingly similar to, or that otherwise may conflict with the Licensed Marks. Such notice shall include all reasonably available information regarding the nature, scope, and source of the suspected infringement or conflict.

6.4 Enforcement. Penterra shall have the first right, but not the obligation, to bring, control, and prosecute any action, proceeding, or claim against any third party for infringement, counterfeiting, dilution, or unauthorized use of the Licensed Marks in the Licensed Territory, at Penterra's own cost and expense, and using counsel of its own selection. Penterra shall consult with Meridian regarding the strategy and conduct of any such enforcement action and shall keep Meridian reasonably informed of all material developments therein. If Penterra elects not to bring such action within ninety (90) days of receiving written notice of the infringement (whether from Meridian or otherwise), Meridian may, with Penterra's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), bring and control such enforcement action in Penterra's name (or jointly in both Parties' names, as appropriate) and at Meridian's own cost and expense. In no event shall Meridian settle, compromise, or otherwise dispose of any such enforcement action, or consent to the entry of any judgment or order therein, without the prior written consent of Penterra.

6.5 Cooperation. Each Party shall cooperate fully with the other Party in connection with any enforcement action relating to the Licensed Marks in the Licensed Territory, including without limitation by providing evidence, documents, records, and information in its possession or control that are relevant to such action, by executing such documents and instruments as may be reasonably necessary to pursue or defend such action, and by making its employees and representatives available as witnesses at reasonable times and upon reasonable notice. The enforcing Party shall reimburse the cooperating Party for its reasonable out-of-pocket costs and expenses incurred in providing such cooperation, to the extent such costs and expenses are not otherwise recovered through the enforcement action.

6.6 Recoveries. Any monetary recoveries, damages, awards, or settlements obtained from any enforcement action relating to the Licensed Marks in the Licensed Territory (whether brought by Penterra or by Meridian pursuant to Section 6.4) shall be applied in the following order of priority:

(a) First, to reimburse the Party that brought and controlled such enforcement action for its reasonable, documented, out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred in connection with such action;

(b) Second, to reimburse the other Party for its reasonable, documented, out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred in providing cooperation in connection with such action pursuant to Section 6.5; and

6.7 Defensive Actions. If any third party commences or threatens to commence any action, proceeding, or claim alleging that the Licensed Marks, or Meridian's use thereof in the Licensed Territory as authorized under this Agreement, infringe, dilute, or otherwise violate such third party's trademark, trade name, or other intellectual property rights in any country of the Licensed Territory, the Parties shall promptly consult and cooperate with each other in the evaluation and defense of such claim. Penterra's obligations under the intellectual property infringement indemnification provisions of the License Agreement shall apply to any such third-party claim, and such claim shall be subject to the indemnification procedures and limitations set forth in Article 10 of this Agreement and the corresponding provisions of the License Agreement.

ARTICLE 7 — ROYALTIES AND FINANCIAL TERMS

7.1 No Separate Royalty. The Parties acknowledge and agree that the royalties payable by Meridian to Penterra under the License Agreement — consisting of tiered royalties of eight percent (8%), eleven percent (11%), and fourteen percent (14%) on annual Net Sales of Licensed Products in the Licensed Territory, calculated in accordance with the royalty provisions of the License Agreement — include full and complete compensation for the trademark license granted to Meridian under this Agreement. Accordingly, no separate royalty, license fee, or other payment shall be due or payable by Meridian to Penterra under this Trademark License Agreement. All financial obligations of Meridian relating to the trademark license granted hereunder shall be governed exclusively by the payment provisions of the License Agreement.

7.2 Sublicense Income. Any sublicense income, upfront fees, milestone payments, royalties, or other consideration received by Meridian from Sublicensees that relates, in whole or in part, to the use of the Licensed Marks by such Sublicensees in the Licensed Territory shall be subject to the sublicense income pass-through provisions of the License Agreement. Pursuant to such provisions, Meridian shall pay to Penterra fifty percent (50%) of all such sublicense income, net of Meridian's documented, reasonable, out-of-pocket development costs that are directly attributable to the development activities performed by Meridian in or for the sublicensed territory. The calculation and payment of sublicense income pass-through amounts shall be made in accordance with the reporting and payment procedures set forth in the License Agreement.

ARTICLE 8 — TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date (October 20, 2023) and shall continue in full force and effect co-terminous with the License Agreement, expiring upon the expiration of the License Agreement in accordance with its terms, unless this Agreement is earlier terminated as provided in this Article 8.

8.2 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of any of its obligations under this Agreement and such breach remains uncured for a period of sixty (60) days following the date on which the breaching Party receives written notice from the non-breaching Party specifying the nature of the breach in reasonable detail and requesting cure thereof. For the avoidance of doubt, a material breach of the quality control or usage provisions of Articles 4 or 5 shall constitute a material breach of this Agreement for purposes of this Section 8.2.

8.3 Termination Upon License Agreement Termination. This Agreement shall automatically and immediately terminate upon the expiration or termination of the License Agreement for any reason, whether by expiration of the term thereof, by mutual agreement of the Parties, or by termination by either Party in accordance with the termination provisions thereof. No separate notice of termination shall be required under this Agreement in connection with such automatic termination.

8.4 Penterra Termination for Quality Failure. Without limiting the provisions of Section 5.6 or Section 8.2, Penterra may terminate this Agreement upon written notice to Meridian if Meridian fails to cure a material quality deficiency within the cure period specified in Section 5.6 and such failure is reasonably likely to cause material damage to the goodwill associated with the Licensed Marks. Prior to exercising its right of termination under this Section 8.4, Penterra shall provide Meridian with a further written notice setting forth in reasonable detail the basis for Penterra's determination that the uncured quality deficiency is reasonably likely to cause material damage to the goodwill of the Licensed Marks, and Meridian shall have an additional thirty (30) days from receipt of such further notice to demonstrate, to Penterra's reasonable satisfaction, that the quality deficiency has been remedied or that adequate corrective measures have been implemented to prevent recurrence.

8.5 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice to the other Party if such other Party:

(a) becomes insolvent, as defined under the applicable laws of the jurisdiction in which such Party is organized;

(b) voluntarily files a petition for bankruptcy, reorganization, arrangement, or similar relief under any applicable bankruptcy, insolvency, or debtor relief law, or makes a general assignment for the benefit of creditors;

(c) has filed against it an involuntary petition for bankruptcy, reorganization, or similar relief that is not dismissed within ninety (90) days of the filing thereof;

(d) has a receiver, trustee, liquidator, custodian, or similar officer appointed for all or substantially all of its assets; or

(e) ceases to conduct its business in the ordinary course or announces its intention to do so.

8.6 Effects of Termination. Upon the expiration or termination of this Agreement for any reason, the following provisions shall apply:

(a) Cessation of Use. Meridian shall immediately cease all use of the Licensed Marks in the Licensed Territory and worldwide, and shall not thereafter use, display, promote, or advertise the Licensed Marks or any mark that is confusingly similar to, incorporates, or is a colorable imitation of the Licensed Marks, in any jurisdiction, for any purpose. Meridian shall promptly remove all references to the Licensed Marks from its websites, social media accounts, advertising materials, trade show materials, and other publicly available materials.

(b) Sell-Off Period. Notwithstanding Section 8.6(a), Meridian shall have a period of one hundred eighty (180) days following the effective date of termination or expiration (the "Sell-Off Period") to dispose of existing inventory of Licensed Products bearing the Licensed Marks that was manufactured prior to the effective date of termination, provided that (i) such Licensed Products meet the Quality Standards in all respects, (ii) Meridian complies with all applicable provisions of this Agreement during the Sell-Off Period, and (iii) Meridian pays all applicable royalties and other amounts due under the License Agreement with respect to Net Sales of Licensed Products during the Sell-Off Period. Upon the expiration of the Sell-Off Period, Meridian shall destroy any remaining inventory of Licensed Products bearing the Licensed Marks and shall provide Penterra with a written certification of such destruction.

(c) Transfer of Registrations. If any Licensed Mark registrations or applications in the Licensed Territory have been filed in or are held in Meridian's name, whether directly or through any Affiliate, Sublicensee, or other person or entity — including without limitation any registrations or applications for approved translations or transliterations of the Licensed Marks — Meridian shall promptly execute and deliver to Penterra all assignments, transfers, and other documents reasonably necessary to transfer or assign such registrations and applications to Penterra, at no cost to Penterra. Meridian shall cooperate fully with Penterra and Penterra's counsel in effecting the recordation of such assignments with the relevant trademark offices.

(d) Domain Names. Meridian shall transfer to Penterra all domain name registrations incorporating the Licensed Marks within thirty (30) days of the effective date of termination or expiration, at no cost to Penterra. Meridian shall execute all documents and take all actions reasonably necessary to effect the transfer of such domain names to Penterra or Penterra's designee, including without limitation initiating transfer procedures with the applicable domain name registrar(s).

(e) Destruction of Materials. Within ninety (90) days of the effective date of termination or expiration (or, with respect to materials used during the Sell-Off Period, within ninety (90) days of the expiration of the Sell-Off Period), Meridian shall, at Penterra's election, either destroy or deliver to Penterra all packaging, labeling, promotional materials, sales aids, advertising materials, trade show materials, stationery, and all other items in Meridian's possession or control that bear the Licensed Marks. Meridian shall provide Penterra with a written certification of destruction signed by a duly authorized officer of Meridian, specifying in reasonable detail the nature and quantity of all materials destroyed.

(f) Sublicenses. All sublicenses granted by Meridian under this Agreement shall automatically terminate upon the termination or expiration of this Agreement, and Meridian shall promptly notify all Sublicensees of such termination. The foregoing is subject to any specific provisions agreed to by Penterra in writing regarding the survival of particular sublicenses beyond the termination of this Agreement.

8.7 Survival. The following provisions shall survive the expiration or termination of this Agreement for any reason: Article 3 (Ownership and Goodwill), Article 9 (Representations and Warranties, to the extent applicable to obligations or conditions existing as of or prior to the effective date of expiration or termination), Article 10 (Indemnification), Article 11 (Confidentiality), Article 12 (Limitation of Liability), and Article 14 (Miscellaneous), together with any other provisions of this Agreement that, by their nature, are intended to survive termination. The expiration or termination of this Agreement shall not relieve either Party of any obligation or liability that accrued prior to such expiration or termination.

ARTICLE 9 — REPRESENTATIONS AND WARRANTIES

9.1 Penterra Representations and Warranties. Penterra hereby represents and warrants to Meridian as of the Effective Date as follows:

(a) Penterra is the sole and exclusive owner of all right, title, and interest in and to the Licensed Marks worldwide, including all goodwill associated therewith, and has the full right, power, and authority to grant the license and rights set forth in this Agreement, free and clear of any liens, encumbrances, or adverse claims.

(b) The Licensed Marks are validly registered or the subject of pending applications in the jurisdictions listed in Schedule 1, and to Penterra's knowledge, all such registrations are subsisting and in good standing as of the Effective Date.

(c) To Penterra's knowledge, as of the Effective Date, the Licensed Marks do not infringe, misappropriate, or otherwise violate any trademark, trade name, service mark, or other intellectual property right of any third party in the Licensed Territory.

(d) As of the Effective Date, there are no pending or, to Penterra's knowledge, threatened actions, proceedings, claims, oppositions, cancellations, or investigations challenging the validity, ownership, or enforceability of the Licensed Marks in the Licensed Territory.

(e) Penterra is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.

9.2 Meridian Representations and Warranties. Meridian hereby represents and warrants to Penterra as of the Effective Date as follows:

(a) Meridian is a company duly organized, validly existing, and in good standing under the laws of Hong Kong Special Administrative Region (Company Registration No. 2847631), and has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.

(b) The execution, delivery, and performance of this Agreement by Meridian does not and will not conflict with, result in a breach of, or constitute a default under any other agreement, instrument, order, judgment, or decree to which Meridian is a party or by which Meridian or any of its assets is bound.

(c) Meridian shall use the Licensed Marks solely in accordance with the terms and conditions of this Agreement, including the Brand Guidelines and Quality Standards, and shall not use the Licensed Marks for any purpose or in any manner not expressly authorized herein.

(d) Meridian has not, prior to the Effective Date, used any trademark, trade name, service mark, domain name, or other designation of origin that is identical to, confusingly similar to, or that incorporates the mark PENTECLAR or any element thereof, in the Licensed Territory or elsewhere.

ARTICLE 10 — INDEMNIFICATION

10.1 Cross-Reference to License Agreement. The indemnification provisions of the License Agreement shall apply, mutatis mutandis, to any and all losses, damages, liabilities, claims, demands, actions, proceedings, judgments, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising under, out of, or relating to this Trademark License Agreement, including but not limited to any claim arising out of either Party's breach of this Agreement. Without limiting the generality of the foregoing, all such claims shall be subject to the following limitations and conditions as set forth in the License Agreement:

(a) The aggregate liability of Penterra under the indemnification provisions of this Agreement and the License Agreement shall not exceed two hundred percent (200%) of the total payments received by Penterra under the License Agreement, with a floor of Thirty-Six Million U.S. Dollars ($36,000,000) (calculated based on the Eighteen Million U.S. Dollar ($18,000,000) upfront payment made by Meridian under the License Agreement);

(b) Penterra shall have no obligation to indemnify Meridian with respect to any individual claim where the losses arising from such claim do not exceed a de minimis threshold of One Hundred Fifty Thousand U.S. Dollars ($150,000);

(c) Penterra's indemnification obligation shall not arise until the aggregate amount of all qualifying claims exceeds an aggregate deductible basket of Seven Hundred Fifty Thousand U.S. Dollars ($750,000), and thereafter Penterra shall be responsible for all qualifying claims from the first dollar; and

(d) The foregoing cap, de minimis threshold, and aggregate deductible basket shall not apply to losses arising from fraud, willful misconduct, or intellectual property infringement.

10.2 Penterra Additional Indemnity. Without limiting the indemnification obligations set forth in the License Agreement, Penterra shall defend, indemnify, and hold harmless Meridian and its Affiliates and their respective officers, directors, employees, agents, and representatives from and against any and all losses, damages, liabilities, claims, demands, actions, proceedings, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claim that Meridian's use of the Licensed Marks in the Licensed Territory, as authorized by and in compliance with this Agreement, infringes, misappropriates, or otherwise violates such third party's trademark, trade name, or other intellectual property rights in the Licensed Territory. This indemnity shall be subject to the cap and basket provisions referenced in Section 10.1 above.

10.3 Meridian Additional Indemnity. Without limiting the indemnification obligations set forth in the License Agreement, Meridian shall defend, indemnify, and hold harmless Penterra and its Affiliates and their respective officers, directors, employees, agents, and representatives from and against any and all losses, damages, liabilities, claims, demands, actions, proceedings, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

(a) Meridian's use of the Licensed Marks in any manner not authorized by or in violation of this Agreement or the Brand Guidelines (Schedule 2);

(b) any quality deficiency, product defect, product liability, or product recall relating to Licensed Products sold, distributed, or otherwise commercialized by Meridian or its Sublicensees under the Licensed Marks in the Licensed Territory; or

(c) the acts or omissions of any Sublicensee in connection with the use of the Licensed Marks, to the extent such acts or omissions give rise to third-party claims against Penterra.

ARTICLE 11 — CONFIDENTIALITY

11.1 Confidential Treatment. The terms and conditions of this Agreement, including all schedules and exhibits hereto, and all Brand Guidelines, quality specifications, trademark prosecution strategies, enforcement strategies, and related materials and information provided by either Party to the other Party in connection with this Agreement, shall constitute "Confidential Information" as defined in the License Agreement and shall be subject to the confidentiality and non-disclosure obligations set forth in the confidentiality provisions of the License Agreement, which are incorporated herein by reference as if fully set forth in this Agreement. Without limiting the foregoing, each Party shall hold the other Party's Confidential Information in strict confidence, shall not disclose such Confidential Information to any third party (other than to its Affiliates, employees, agents, consultants, and advisors who have a need to know such information and who are bound by obligations of confidentiality no less protective than those set forth herein), and shall not use such Confidential Information for any purpose other than the performance of its obligations or the exercise of its rights under this Agreement.

ARTICLE 12 — LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages. EXCEPT FOR (A) A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 3 (OWNERSHIP AND GOODWILL), (B) MERIDIAN'S BREACH OF SECTION 4.7 (PROHIBITION ON USE OUTSIDE TERRITORY), (C) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 10 HEREOF AND THE CORRESPONDING PROVISIONS OF THE LICENSE AGREEMENT, AND (D) A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 11, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

ARTICLE 13 — GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to any choice of law or conflicts of law principles that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.2 Dispute Resolution. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including without limitation any dispute regarding the formation, validity, interpretation, performance, breach, or termination of this Agreement, that the Parties are unable to resolve through good-faith negotiations within thirty (30) days of one Party's written notice of such dispute to the other Party, shall be finally and exclusively resolved by binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (ICC) in accordance with the ICC Rules of Arbitration then in effect. The arbitration shall be:

(a) seated in New York, New York, United States of America;

(b) conducted before a panel of three (3) arbitrators, with each Party selecting one (1) arbitrator and the two (2) Party-selected arbitrators selecting the third arbitrator, who shall serve as the chair of the panel;

(d) consistent in all respects with the dispute resolution provisions of the License Agreement.

The award rendered by the arbitral tribunal shall be final and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction. Each Party shall bear its own costs and expenses incurred in connection with the arbitration, and the costs of the arbitration (including arbitrator fees and ICC administrative fees) shall be allocated by the arbitral tribunal in accordance with the ICC Rules.

13.3 Injunctive Relief. Notwithstanding the provisions of Section 13.2, either Party may at any time seek preliminary, temporary, or permanent injunctive relief, specific performance, or other equitable relief from the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, to prevent the unauthorized use, misuse, or infringement of the Licensed Marks, to enforce the ownership and goodwill provisions of Article 3, to prevent the unauthorized disclosure of Confidential Information, or to preserve or protect any right or interest of such Party pending resolution of a dispute through arbitration. The institution of any such proceeding shall not be deemed a waiver of the right of any Party to submit any dispute to arbitration. Each Party hereby irrevocably consents to the personal jurisdiction and venue of such courts for purposes of any such action.

ARTICLE 14 — MISCELLANEOUS

14.1 Entire Agreement. This Agreement, together with the License Agreement and the schedules and exhibits attached hereto and thereto (including Schedule 1 (Licensed Marks) and Schedule 2 (Brand Guidelines)), constitutes the entire agreement between the Parties with respect to the subject matter hereof — namely, the trademark license for the PENTECLAR mark in the Licensed Territory — and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications between the Parties, whether written or oral, relating to such subject matter. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the License Agreement, the provisions of this Agreement shall control with respect to the use, quality control, and enforcement of the Licensed Marks, and the provisions of the License Agreement shall control with respect to all other matters.

14.2 Amendments. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by authorized representatives of both Parties. No oral statement, course of dealing, or course of performance shall be deemed to amend or modify this Agree

TRADEMARK LICENSE AGREEMENT
by and between
PENTERRA PHARMACEUTICALS CORP.
and
MERIDIAN BIO THERAPEUTICS LIMITED
Effective as of October 20, 2023
Entered into in connection with that certain Exclusive License Agreement dated October 2, 2023 (effective October 20, 2023) between Penterra Pharmaceuticals Corp. and Meridian Bio Therapeutics Limited for compound PPC-4187 (Penteracitinib)
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This TRADEMARK LICENSE AGREEMENT (this "Agreement") is entered into as of October 20, 2023 (the "Effective Date"), by and between:
PENTERRA PHARMACEUTICALS CORP., a corporation organized and existing under the laws of the State of Delaware, with its principal offices at 400 Pharma Drive, Suite 800, Princeton, New Jersey 08540 ("Penterra" or "Licensor");
and
MERIDIAN BIO THERAPEUTICS LIMITED, a company incorporated and existing under the laws of Hong Kong SAR, with Company Registration No. 2847631, and with its principal offices at 18/F, Blossom Tower, 88 Queen's Road Central, Hong Kong SAR ("Meridian" or "Licensee").
Penterra and Meridian are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Penterra Pharmaceuticals Corp. is a Delaware corporation, publicly traded on the Nasdaq Stock Market under the ticker symbol "PNTR," headquartered at 400 Pharma Drive, Suite 800, Princeton, New Jersey 08540, and is engaged in the research, development, and commercialization of specialty pharmaceutical products, with a particular focus on immunology and inflammatory disease therapeutics;
B. Penterra is the sole and exclusive owner of the trademark PENTECLAR, including United States Trademark Registration No. 6,789,012, and corresponding trademark registrations and applications in Hong Kong SAR, the People's Republic of China, Japan, the Republic of Korea, Australia, and additional jurisdictions within the Licensed Territory (as defined below), used in connection with PPC-4187 (Penteracitinib), a selective Janus Kinase 1 (JAK1) inhibitor indicated for the treatment of moderate-to-severe atopic dermatitis in adult and adolescent patients;
C. Meridian Bio Therapeutics Limited is a Hong Kong limited company (Company Registration No. 2847631), headquartered at 18/F, Blossom Tower, 88 Queen's Road Central, Hong Kong SAR, possessing extensive regulatory, clinical development, and commercialization capabilities across the Asia-Pacific region, including established commercial infrastructure in the People's Republic of China, Japan, the Republic of Korea, Australia, and Southeast Asia;
D. Pursuant to the Exclusive License Agreement dated October 2, 2023, with an effective date of October 20, 2023 (as defined below, the "License Agreement"), Penterra has granted Meridian an exclusive license to develop and commercialize PPC-4187 (Penteracitinib) in the Licensed Territory, and in furtherance of the commercialization rights granted thereunder, the Parties desire to enter into this Trademark License Agreement to grant Meridian an exclusive license to use the PENTECLAR mark in the Licensed Territory in connection with the marketing, promotion, distribution, sale, and commercialization of pharmaceutical products containing PPC-4187; and
E. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to them in the License Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the License Agreement.
1.1 "Affiliate" shall mean, with respect to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of fifty percent (50%) or more of the voting securities or equity interests of such entity, or the power to direct the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise. This definition is intended to be consistent with the definition of "Affiliate" set forth in the License Agreement.
1.2 "Effective Date" shall mean October 20, 2023.
1.3 "Generic Product" shall have the meaning assigned to such term in the License Agreement.
1.4 "Licensed Marks" shall mean the trademark PENTECLAR and all trademark registrations and applications therefor throughout the world, including without limitation the following:
(a) United States Trademark Registration No. 6,789,012;
(b) Hong Kong SAR trademark registration and/or application;
(c) People's Republic of China ("PRC") trademark registration and/or application;
(d) Japan trademark registration and/or application;
(e) Republic of Korea trademark registration and/or application;
(f) Australia trademark registration and/or application;
(g) trademark applications filed or to be filed in additional Territory jurisdictions, including New Zealand, Singapore, Thailand, Malaysia, Indonesia, the Philippines, Vietnam, and Taiwan;
(h) all renewals, extensions, continuations, divisionals, and modifications of any of the foregoing; and
(i) any approved translations or transliterations of the PENTECLAR mark in local languages within the Territory, as approved by Penterra pursuant to Section 4.4 hereof,
in each case, as more fully described in Schedule 1 attached hereto and incorporated herein by reference.
1.5 "Licensed Products" shall mean pharmaceutical products containing PPC-4187 (Penteracitinib) as an active pharmaceutical ingredient, in any dosage form, strength, or formulation (including, without limitation, 25 mg and 50 mg film-coated tablets), that are developed, manufactured, marketed, promoted, distributed, sold, or otherwise commercialized under or in connection with the Licensed Marks.
1.6 "Licensed Territory" or "Territory" shall mean the following countries and jurisdictions: the People's Republic of China (including Hong Kong Special Administrative Region and 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.
1.7 "License Agreement" shall mean the Exclusive License Agreement dated October 2, 2023 (effective October 20, 2023) between Penterra and Meridian for the compound PPC-4187 (Penteracitinib), including all schedules, exhibits, and amendments thereto.
1.8 "Net Sales" shall have the meaning assigned to such term in the License Agreement.
1.9 "Quality Standards" shall mean the standards, guidelines, specifications, and requirements for the use of the Licensed Marks and for the quality of Licensed Products marketed under the Licensed Marks, as set forth in Article 5 of this Agreement, the Quality Agreement (as referenced in Section 5.1), the specifications set forth in the License Agreement, and Schedule 2 attached hereto.
1.10 "Sublicensee" shall mean any third party to whom Meridian grants a sublicense of any of its rights under this Agreement, subject to the terms and conditions set forth herein and in the License Agreement.
1.11 "Term" shall have the meaning assigned to such term in Article 8 of this Agreement.
ARTICLE 2 — GRANT OF LICENSE
2.1 Exclusive License Grant. Subject to the terms and conditions of this Agreement, Penterra hereby grants to Meridian an exclusive (even as to Penterra and its Affiliates), royalty-bearing license to use the Licensed Marks in the Licensed Territory solely in connection with the development, marketing, promotion, advertising, distribution, sale, offer for sale, importation, and commercialization of Licensed Products during the Term. The royalties payable in consideration for such license are governed exclusively by the royalty provisions of the License Agreement, as further described in Article 7 of this Agreement. The exclusivity of this license means that, during the Term, Penterra shall not itself use or grant to any third party any license to use the Licensed Marks in the Licensed Territory in connection with the Licensed Products without Meridian's prior written consent.
2.2 Retained Rights. Penterra hereby expressly retains all rights in and to the Licensed Marks outside the Licensed Territory, including but not limited to the right to use, license, and otherwise exploit the Licensed Marks in the United States of America, Canada, the European Union and European Economic Area, the United Kingdom, Latin America, the Middle East, Africa, and all other countries and territories not included within the Licensed Territory as defined herein. In addition, Penterra retains and shall at all times be and remain the sole and exclusive owner of the Licensed Marks worldwide, including within the Licensed Territory. Nothing in this Agreement shall be construed to limit Penterra's right to exploit the Licensed Marks outside the Licensed Territory in any manner Penterra deems appropriate.
2.3 Sublicensing. Meridian may sublicense its rights under this Agreement to Sublicensees in the Licensed Territory only with the prior written consent of Penterra, such consent not to be unreasonably withheld, conditioned, or delayed, consistent with Section 2.3 of the License Agreement. Any request for Penterra's consent to a sublicense shall be made in writing and shall include the identity of the proposed Sublicensee, the scope and territory of the proposed sublicense, and evidence that the proposed Sublicensee has adequate capabilities and financial resources to perform its obligations. Any sublicense granted pursuant to this Section 2.3 must:
(a) be in writing and contain terms and conditions no less protective of Penterra's trademark rights and interests than those set forth in this Agreement, including, without limitation, the quality control provisions of Article 5 and the usage guidelines of Article 4;
(b) require the Sublicensee to comply with the Brand Guidelines set forth in Schedule 2 and to submit to Penterra's quality inspection rights under Section 5.4;
(c) provide that the sublicense shall automatically terminate upon the termination of this Agreement, except to the extent Penterra agrees in writing to permit survival of such sublicense; and
(d) be consistent in all material respects with the terms and conditions of the License Agreement applicable to sublicensing.
Meridian shall promptly provide Penterra with a complete copy of each executed sublicense agreement. Meridian shall remain primarily liable for all acts, omissions, and obligations of each Sublicensee under this Agreement, including without limitation any failure by a Sublicensee to comply with the quality control provisions or usage requirements of this Agreement, as though such acts, omissions, or failures were those of Meridian itself.
2.4 No Assignment of Ownership. Nothing in this Agreement shall be construed as an assignment, transfer, or conveyance of any ownership interest in the Licensed Marks from Penterra to Meridian or to any other person or entity. Meridian expressly acknowledges and agrees that Penterra is and shall remain the sole and exclusive owner of the Licensed Marks worldwide, and that the rights granted to Meridian under this Agreement are limited to the license rights expressly set forth herein.
ARTICLE 3 — OWNERSHIP AND GOODWILL
3.1 Ownership. Meridian acknowledges and agrees that Penterra is the sole and exclusive owner of the Licensed Marks throughout the world, including all right, title, and interest therein, and all goodwill associated therewith. Meridian further acknowledges that the Licensed Marks are valid and enforceable, and that Meridian's use of the Licensed Marks under this Agreement does not and shall not vest in Meridian any right, title, or interest in or to the Licensed Marks, except for the limited license rights expressly granted herein. Meridian shall not acquire any ownership rights in the Licensed Marks by virtue of its use thereof, and any rights that might otherwise accrue to Meridian by operation of law or otherwise are hereby disclaimed and assigned to Penterra.
3.2 Goodwill Inurement. All goodwill arising from or in connection with Meridian's use of the Licensed Marks in the Licensed Territory, whether during or after the Term, shall inure solely and exclusively to the benefit of Penterra. To the extent that any such goodwill is deemed to have accrued to Meridian by operation of law or otherwise, Meridian hereby irrevocably assigns to Penterra all such goodwill, and agrees to execute such further instruments and take such further actions as may be necessary or reasonably requested by Penterra to effectuate and confirm such assignment.
3.3 No Challenges. Meridian shall not, and shall cause its Affiliates and Sublicensees not to, directly or indirectly:
(a) challenge the validity or enforceability of the Licensed Marks or any registration thereof in any jurisdiction, whether in a judicial proceeding, administrative proceeding, opposition proceeding, cancellation proceeding, or otherwise;
(b) challenge Penterra's ownership of the Licensed Marks or claim any ownership interest therein;
(c) file, cause to be filed, or assist any third party in filing any application to register any trademark, service mark, trade name, domain name, or other designation of origin that is identical to, confusingly similar to, or that incorporates the Licensed Marks or any element thereof, in any jurisdiction worldwide; or
(d) take any action that is inconsistent with Penterra's ownership of the Licensed Marks.
The obligations set forth in this Section 3.3 shall survive the expiration or termination of this Agreement.
3.4 No Adverse Use. Meridian shall not use the Licensed Marks in any manner that would reasonably be expected to diminish, tarnish, dilute, or otherwise adversely affect the reputation, value, or goodwill associated with the Licensed Marks. Without limiting the generality of the foregoing, Meridian shall not use the Licensed Marks in connection with any product or service other than the Licensed Products, or in any manner that is deceptive, misleading, unlawful, or otherwise objectionable.
3.5 Cooperation in Prosecution and Maintenance. Meridian shall cooperate with Penterra and its trademark prosecution counsel, Whitford & Cascade Insurance Brokers, or such other counsel as Penterra may designate from time to time, in connection with the prosecution, maintenance, renewal, and defense of the Licensed Mark registrations and applications in the Licensed Territory. Such cooperation shall include, without limitation, providing information regarding Meridian's use of the Licensed Marks in the Territory, executing declarations of use or other documents required for the maintenance or renewal of the Licensed Mark registrations, and making available specimens of use of the Licensed Marks in the ordinary course of commerce in the Territory. Penterra shall bear all costs and expenses associated with the prosecution, maintenance, and renewal of the Licensed Marks in the Licensed Territory, unless the Parties otherwise agree in writing through the Joint Patent Committee established under the License Agreement. If Penterra requests that Meridian file any Licensed Mark registration or application in Meridian's name for administrative convenience in any Territory jurisdiction, Meridian shall hold such registration or application in trust for Penterra and shall assign such registration or application to Penterra promptly upon Penterra's request, at no cost to Penterra.
ARTICLE 4 — USE OF THE LICENSED MARKS
4.1 Approved Uses. Meridian shall use the Licensed Marks solely and exclusively in connection with the development, marketing, promotion, advertising, sale, distribution, and commercialization of Licensed Products in the Licensed Territory, and for no other purpose. The Licensed Marks shall be used as the primary brand name and trade name for Licensed Products in all markets within the Licensed Territory. Meridian shall not use the Licensed Marks in connection with any product or service other than Licensed Products, or in any manner not expressly authorized by this Agreement.
4.2 Trademark Notices. Meridian shall include appropriate trademark notice symbols on all materials bearing the Licensed Marks, in accordance with the applicable laws and regulations of each country within the Licensed Territory. Without limiting the foregoing:
(a) In jurisdictions where the PENTECLAR mark is registered, Meridian shall use the registration symbol (®) in immediate proximity to the Licensed Mark on all packaging, labeling, advertising, promotional materials, and other materials bearing the Licensed Mark.
(b) In jurisdictions where the PENTECLAR mark is pending registration and has not yet been granted registration, Meridian shall use the trademark symbol (™) or such other symbol as is appropriate under local law in immediate proximity to the Licensed Mark.
(c) Where local law in a Territory jurisdiction requires or permits an alternative form of trademark notice, Meridian shall use such alternative form in compliance with applicable local requirements, provided that Meridian shall notify Penterra of any such alternative form prior to its first use.
4.3 Form and Style. Meridian shall use the Licensed Marks in the form and style specified by Penterra in the Brand Guidelines set forth in Schedule 2 hereto, including without limitation all requirements regarding typeface, font, color, size, orientation, placement, and visual relationship to other textual and graphical elements. Meridian shall not alter, modify, distort, abbreviate, or otherwise change the appearance, design, or presentation of the Licensed Marks without the prior written approval of Penterra. Any proposed modification to the form or style of the Licensed Marks shall be submitted to Penterra in writing for review and approval, and Penterra shall respond to such requests within twenty (20) business days of receipt.
4.4 Local Language Translations and Transliterations. In recognition of the linguistic diversity of the Licensed Territory, any translation or transliteration of the PENTECLAR mark for use in Territory markets — including without limitation translations into Chinese characters (simplified or traditional) for use in the People's Republic of China, Hong Kong SAR, Macau SAR, and Taiwan; katakana, hiragana, or kanji renderings for use in Japan; and Hangul renderings for use in the Republic of Korea — must be submitted to Penterra for review and must be approved in writing by Penterra prior to any use in commerce or in regulatory filings. Once approved by Penterra, any such translation or transliteration shall be deemed a Licensed Mark for all purposes of this Agreement and shall be subject to all terms and conditions applicable to the Licensed Marks, including without limitation the quality control, goodwill inurement, and ownership provisions hereof. Penterra shall endeavor to respond to requests for approval of translations and transliterations within thirty (30) business days of receipt of a complete submission, including the proposed translation or transliteration, the intended market(s), and supporting linguistic analysis.
4.5 Domain Names. Meridian may register internet domain names incorporating the Licensed Marks in Territory-specific country-code top-level domains (ccTLDs), including but not limited to .cn, .com.cn, .jp, .co.jp, .kr, .co.kr, .com.au, .nz, .sg, .co.th, .my, .co.id, .ph, .vn, and .tw, solely for use in connection with the commercialization of Licensed Products in the Licensed Territory, subject to the following conditions:
(a) Meridian shall obtain Penterra's prior written consent before registering any domain name incorporating the Licensed Marks, which consent shall not be unreasonably withheld.
(b) All such domain names shall be registered in a manner that permits transfer to Penterra and shall be held in trust for Penterra during the Term. Meridian acknowledges that Penterra is the beneficial owner of all such domain names.
(c) Upon the expiration or termination of this Agreement for any reason, Meridian shall promptly transfer all domain names incorporating the Licensed Marks to Penterra or its designee, at no cost to Penterra, in accordance with Section 8.6(d) hereof.
(d) Meridian shall not register any domain name incorporating the Licensed Marks in any generic top-level domain (gTLD) (e.g., .com, .net, .org, .pharma) or in any country-code top-level domain outside the Licensed Territory without Penterra's express written consent.
4.6 Co-Branding. Any co-branding of the Licensed Marks with Meridian's corporate name, trademarks, logos, or other marks requires Penterra's prior written approval. In all cases where Meridian's corporate name or marks appear alongside the Licensed Marks, the PENTECLAR mark must be displayed as the primary and predominant brand name, with equal or greater prominence in terms of size, placement, and visual emphasis relative to any Meridian marks. The approved co-branding formats are set forth in Section 2.6 of Schedule 2, and Meridian shall not deviate from such approved formats without Penterra's prior written consent.
4.7 Prohibition on Use Outside Territory. Meridian shall not use, display, promote, advertise, or otherwise exploit the Licensed Marks outside the Licensed Territory, whether directly or indirectly, and whether through physical or digital channels. Without limiting the generality of the foregoing:
(a) Meridian shall not place the Licensed Marks on any product, packaging, advertising, or promotional material intended for distribution, sale, or display outside the Licensed Territory.
(b) Meridian shall not use the Licensed Marks on any globally accessible website, mobile application, social media platform, or other digital medium without implementing geolocation restrictions, geo-blocking, or equivalent technology that effectively limits access to such materials to users located within the Licensed Territory. Meridian shall implement and maintain such geolocation restrictions in accordance with the digital use standards set forth in Section 2.8 of Schedule 2.
(c) Meridian shall take commercially reasonable measures to prevent the diversion or parallel importation of Licensed Products bearing the Licensed Marks from the Licensed Territory to any jurisdiction outside the Licensed Territory.
Any use of the Licensed Marks outside the Licensed Territory by Meridian or its Affiliates or Sublicensees, whether authorized or unauthorized, shall constitute a material breach of this Agreement.
ARTICLE 5 — QUALITY CONTROL
5.1 Quality Standards. Meridian shall ensure that all Licensed Products developed, manufactured, marketed, promoted, distributed, sold, or otherwise commercialized under the Licensed Marks in the Licensed Territory meet or exceed the Quality Standards established by Penterra. The Quality Standards shall be set forth in: (a) the Quality Agreement to be negotiated and executed by the Parties within sixty (60) days of the Effective Date (i.e., by no later than December 19, 2023); (b) the specifications and quality requirements set forth in the License Agreement; and (c) any additional quality standards communicated by Penterra to Meridian in writing from time to time with reasonable advance notice. Meridian acknowledges that the maintenance of consistent, high-quality standards for Licensed Products bearing the Licensed Marks is essential to the preservation and enhancement of the goodwill associated with the Licensed Marks and that the quality control provisions of this Article 5 are a material obligation of Meridian under this Agreement.
5.2 Manufacturing Standards. All Licensed Products commercialized under the Licensed Marks shall be manufactured in strict compliance with:
(a) applicable current Good Manufacturing Practices (cGMP) as promulgated by the relevant regulatory authorities in the Licensed Territory;
(b) all applicable laws, regulations, and regulatory requirements in each country of the Licensed Territory in which Licensed Products are manufactured, marketed, or sold, including without limitation the requirements of the National Medical Products Administration (NMPA) in the PRC, the Pharmaceuticals and Medical Devices Agency (PMDA) in Japan, the Ministry of Food and Drug Safety (MFDS) in the Republic of Korea, and the Therapeutic Goods Administration (TGA) in Australia, as well as the requirements of each other national regulatory authority within the Licensed Territory;
(c) the manufacturing process specifications derived from the technology transfer conducted pursuant to the Technology Transfer Agreement between the Parties; and
(d) such additional manufacturing standards as Penterra may reasonably specify in writing from time to time, taking into account the evolving regulatory landscape and the standards applicable to Penterra's own manufacturing of Licensed Products for markets outside the Licensed Territory.
5.3 Packaging and Labeling. All packaging, labeling, package inserts, patient information leaflets, and promotional materials bearing the Licensed Marks shall comply with: (a) all applicable regulatory requirements in each country of the Licensed Territory in which such materials are used; (b) Penterra's Brand Guidelines as set forth in Schedule 2 hereto; and (c) the Quality Standards. Meridian shall submit representative samples of all packaging, labeling, and package inserts bearing the Licensed Marks to Penterra for review and approval prior to commercial launch in each country within the Licensed Territory. Penterra shall use commercially reasonable efforts to review and respond to such submissions within twenty (20) business days of receipt. In the event that Penterra objects to any packaging, labeling, or insert, Penterra shall provide a written explanation of its objections, and Meridian shall make such modifications as are reasonably necessary to address such objections prior to commercial use.
5.4 Right of Inspection. Penterra shall have the right, upon reasonable prior written notice of not less than thirty (30) calendar days, to inspect or cause its designated representatives to inspect the facilities, manufacturing sites, warehouses, records, and quality management systems of Meridian and its Sublicensees and contract manufacturers engaged in the manufacture, packaging, labeling, storage, or distribution of Licensed Products bearing the Licensed Marks, for the purpose of verifying compliance with the Quality Standards and the terms of this Agreement. Such inspections shall be conducted during normal business hours and shall not unreasonably interfere with Meridian's operations. Penterra shall be entitled to conduct no more than one (1) such inspection per calendar year under ordinary circumstances; provided, however, that if a material quality concern has been identified — whether through a prior inspection, complaint, adverse event report, regulatory notice, product recall, or otherwise — Penterra may conduct additional inspections as reasonably necessary to assess and verify the resolution of such concern. Meridian shall cooperate fully with Penterra during any such inspection and shall provide Penterra's designated representatives with reasonable access to all relevant facilities, personnel, documents, and records.
5.5 Samples. Meridian shall, upon Penterra's written request (which request shall be made no more frequently than semi-annually), provide Penterra with representative samples of Licensed Products then being sold or distributed in the Licensed Territory, in sufficient quantity and range for Penterra to conduct quality review and testing. Meridian shall provide such samples at Meridian's own cost, including shipping and handling costs.
5.6 Non-Compliance and Remediation. If Penterra reasonably determines, based on inspection results, sample testing, complaint reports, regulatory communications, or other relevant information, that any Licensed Products commercialized by Meridian or its Sublicensees in the Licensed Territory do not meet the Quality Standards, or that Meridian's use of the Licensed Marks does not comply with the Brand Guidelines or other requirements of this Agreement, Penterra shall provide Meridian with written notice specifying in reasonable detail the nature of the deficiency or non-compliance. Meridian shall have sixty (60) days from the date of receipt of such notice to cure such deficiency or non-compliance to Penterra's reasonable satisfaction. During such cure period, the Parties shall cooperate in good faith to identify and implement corrective measures. If Meridian fails to cure the deficiency or non-compliance within the sixty (60)-day cure period, or if Meridian fails to implement a corrective action plan reasonably acceptable to Penterra, Penterra may, in its sole discretion and without prejudice to any other rights or remedies available to Penterra under this Agreement, the License Agreement, or applicable law:
(a) suspend Meridian's rights under this Agreement, in whole or in part, until such time as compliance with the Quality Standards is demonstrated to Penterra's reasonable satisfaction; and/or
(b) terminate this Agreement in accordance with Section 8.4 hereof if the failure constitutes a material quality deficiency that is reasonably likely to cause material damage to the goodwill associated with the Licensed Marks.
5.7 Promotional Materials. All advertising, promotional, marketing, educational, and communications materials bearing the Licensed Marks — including without limitation print advertisements, digital advertisements, brochures, sales aids, detail pieces, press releases, trade show materials, and social media content — shall be submitted to Penterra's designated representative (which representative shall be identified through the Joint Steering Committee established under the License Agreement) for review and approval prior to first use. Penterra shall use commercially reasonable efforts to respond to approval requests within fifteen (15) business days of receipt of a complete submission. Penterra's failure to respond within such fifteen (15) business day period shall not be deemed to constitute approval or acquiescence, and Meridian shall not use any such materials unless and until Penterra has provided express written approval. If Penterra objects to any submitted materials, Penterra shall provide a written explanation of the basis for its objection, and Meridian shall revise and resubmit such materials for Penterra's approval.
ARTICLE 6 — TRADEMARK PROSECUTION, MAINTENANCE, AND ENFORCEMENT
6.1 Prosecution and Maintenance. Penterra shall be responsible, at its own cost and expense, for the prosecution, maintenance, and renewal of all Licensed Mark registrations and applications in the Licensed Territory, including the filing of all necessary documents, declarations of use, renewal applications, and responses to office actions issued by the relevant trademark offices in each Territory jurisdiction. Penterra shall coordinate such prosecution and maintenance activities as appropriate through the Joint Patent Committee established under the License Agreement, and shall keep Meridian reasonably informed of the status of all Licensed Mark registrations and applications in the Licensed Territory.
6.2 New Filings. Penterra shall use commercially reasonable efforts to file and prosecute trademark applications for the PENTECLAR mark in each country of the Licensed Territory where a Licensed Mark registration has not yet been obtained, in advance of the anticipated commercial launch dates for Licensed Products in such country as set forth in the Development Plan (Schedule E to the License Agreement). In determining the timing and prioritization of such filings, Penterra shall take into account the regulatory approval timelines, the anticipated commercial launch schedule, and the typical pendency periods for trademark applications in the relevant jurisdiction. Meridian shall provide Penterra with reasonable advance notice of anticipated regulatory milestone dates that are relevant to the timing of trademark filings. If Penterra determines that a trademark application in a particular Territory jurisdiction is unlikely to succeed, or that the PENTECLAR mark is unavailable for registration in such jurisdiction, Penterra shall promptly notify Meridian and the Parties shall discuss in good faith alternative strategies for brand protection in such jurisdiction.
6.3 Notification of Infringement. Each Party shall promptly notify the other Party in writing upon becoming aware of any actual or suspected infringement, counterfeiting, dilution, misappropriation, or unauthorized use of the Licensed Marks in the Licensed Territory, or of any trademark application or registration filed by a third party in the Licensed Territory that is identical to, confusingly similar to, or that otherwise may conflict with the Licensed Marks. Such notice shall include all reasonably available information regarding the nature, scope, and source of the suspected infringement or conflict.
6.4 Enforcement. Penterra shall have the first right, but not the obligation, to bring, control, and prosecute any action, proceeding, or claim against any third party for infringement, counterfeiting, dilution, or unauthorized use of the Licensed Marks in the Licensed Territory, at Penterra's own cost and expense, and using counsel of its own selection. Penterra shall consult with Meridian regarding the strategy and conduct of any such enforcement action and shall keep Meridian reasonably informed of all material developments therein. If Penterra elects not to bring such action within ninety (90) days of receiving written notice of the infringement (whether from Meridian or otherwise), Meridian may, with Penterra's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), bring and control such enforcement action in Penterra's name (or jointly in both Parties' names, as appropriate) and at Meridian's own cost and expense. In no event shall Meridian settle, compromise, or otherwise dispose of any such enforcement action, or consent to the entry of any judgment or order therein, without the prior written consent of Penterra.
6.5 Cooperation. Each Party shall cooperate fully with the other Party in connection with any enforcement action relating to the Licensed Marks in the Licensed Territory, including without limitation by providing evidence, documents, records, and information in its possession or control that are relevant to such action, by executing such documents and instruments as may be reasonably necessary to pursue or defend such action, and by making its employees and representatives available as witnesses at reasonable times and upon reasonable notice. The enforcing Party shall reimburse the cooperating Party for its reasonable out-of-pocket costs and expenses incurred in providing such cooperation, to the extent such costs and expenses are not otherwise recovered through the enforcement action.
6.6 Recoveries. Any monetary recoveries, damages, awards, or settlements obtained from any enforcement action relating to the Licensed Marks in the Licensed Territory (whether brought by Penterra or by Meridian pursuant to Section 6.4) shall be applied in the following order of priority:
(a) First, to reimburse the Party that brought and controlled such enforcement action for its reasonable, documented, out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred in connection with such action;
(b) Second, to reimburse the other Party for its reasonable, documented, out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred in providing cooperation in connection with such action pursuant to Section 6.5; and
(c) Third, the balance, if any, shall be shared equally between the Parties (50% to Penterra and 50% to Meridian).
6.7 Defensive Actions. If any third party commences or threatens to commence any action, proceeding, or claim alleging that the Licensed Marks, or Meridian's use thereof in the Licensed Territory as authorized under this Agreement, infringe, dilute, or otherwise violate such third party's trademark, trade name, or other intellectual property rights in any country of the Licensed Territory, the Parties shall promptly consult and cooperate with each other in the evaluation and defense of such claim. Penterra's obligations under the intellectual property infringement indemnification provisions of the License Agreement shall apply to any such third-party claim, and such claim shall be subject to the indemnification procedures and limitations set forth in Article 10 of this Agreement and the corresponding provisions of the License Agreement.
ARTICLE 7 — ROYALTIES AND FINANCIAL TERMS
7.1 No Separate Royalty. The Parties acknowledge and agree that the royalties payable by Meridian to Penterra under the License Agreement — consisting of tiered royalties of eight percent (8%), eleven percent (11%), and fourteen percent (14%) on annual Net Sales of Licensed Products in the Licensed Territory, calculated in accordance with the royalty provisions of the License Agreement — include full and complete compensation for the trademark license granted to Meridian under this Agreement. Accordingly, no separate royalty, license fee, or other payment shall be due or payable by Meridian to Penterra under this Trademark License Agreement. All financial obligations of Meridian relating to the trademark license granted hereunder shall be governed exclusively by the payment provisions of the License Agreement.
7.2 Sublicense Income. Any sublicense income, upfront fees, milestone payments, royalties, or other consideration received by Meridian from Sublicensees that relates, in whole or in part, to the use of the Licensed Marks by such Sublicensees in the Licensed Territory shall be subject to the sublicense income pass-through provisions of the License Agreement. Pursuant to such provisions, Meridian shall pay to Penterra fifty percent (50%) of all such sublicense income, net of Meridian's documented, reasonable, out-of-pocket development costs that are directly attributable to the development activities performed by Meridian in or for the sublicensed territory. The calculation and payment of sublicense income pass-through amounts shall be made in accordance with the reporting and payment procedures set forth in the License Agreement.
ARTICLE 8 — TERM AND TERMINATION
8.1 Term. This Agreement shall commence on the Effective Date (October 20, 2023) and shall continue in full force and effect co-terminous with the License Agreement, expiring upon the expiration of the License Agreement in accordance with its terms, unless this Agreement is earlier terminated as provided in this Article 8.
8.2 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of any of its obligations under this Agreement and such breach remains uncured for a period of sixty (60) days following the date on which the breaching Party receives written notice from the non-breaching Party specifying the nature of the breach in reasonable detail and requesting cure thereof. For the avoidance of doubt, a material breach of the quality control or usage provisions of Articles 4 or 5 shall constitute a material breach of this Agreement for purposes of this Section 8.2.
8.3 Termination Upon License Agreement Termination. This Agreement shall automatically and immediately terminate upon the expiration or termination of the License Agreement for any reason, whether by expiration of the term thereof, by mutual agreement of the Parties, or by termination by either Party in accordance with the termination provisions thereof. No separate notice of termination shall be required under this Agreement in connection with such automatic termination.
8.4 Penterra Termination for Quality Failure. Without limiting the provisions of Section 5.6 or Section 8.2, Penterra may terminate this Agreement upon written notice to Meridian if Meridian fails to cure a material quality deficiency within the cure period specified in Section 5.6 and such failure is reasonably likely to cause material damage to the goodwill associated with the Licensed Marks. Prior to exercising its right of termination under this Section 8.4, Penterra shall provide Meridian with a further written notice setting forth in reasonable detail the basis for Penterra's determination that the uncured quality deficiency is reasonably likely to cause material damage to the goodwill of the Licensed Marks, and Meridian shall have an additional thirty (30) days from receipt of such further notice to demonstrate, to Penterra's reasonable satisfaction, that the quality deficiency has been remedied or that adequate corrective measures have been implemented to prevent recurrence.
8.5 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice to the other Party if such other Party:
(a) becomes insolvent, as defined under the applicable laws of the jurisdiction in which such Party is organized;
(b) voluntarily files a petition for bankruptcy, reorganization, arrangement, or similar relief under any applicable bankruptcy, insolvency, or debtor relief law, or makes a general assignment for the benefit of creditors;
(c) has filed against it an involuntary petition for bankruptcy, reorganization, or similar relief that is not dismissed within ninety (90) days of the filing thereof;
(d) has a receiver, trustee, liquidator, custodian, or similar officer appointed for all or substantially all of its assets; or
(e) ceases to conduct its business in the ordinary course or announces its intention to do so.
8.6 Effects of Termination. Upon the expiration or termination of this Agreement for any reason, the following provisions shall apply:
(a) Cessation of Use. Meridian shall immediately cease all use of the Licensed Marks in the Licensed Territory and worldwide, and shall not thereafter use, display, promote, or advertise the Licensed Marks or any mark that is confusingly similar to, incorporates, or is a colorable imitation of the Licensed Marks, in any jurisdiction, for any purpose. Meridian shall promptly remove all references to the Licensed Marks from its websites, social media accounts, advertising materials, trade show materials, and other publicly available materials.
(b) Sell-Off Period. Notwithstanding Section 8.6(a), Meridian shall have a period of one hundred eighty (180) days following the effective date of termination or expiration (the "Sell-Off Period") to dispose of existing inventory of Licensed Products bearing the Licensed Marks that was manufactured prior to the effective date of termination, provided that (i) such Licensed Products meet the Quality Standards in all respects, (ii) Meridian complies with all applicable provisions of this Agreement during the Sell-Off Period, and (iii) Meridian pays all applicable royalties and other amounts due under the License Agreement with respect to Net Sales of Licensed Products during the Sell-Off Period. Upon the expiration of the Sell-Off Period, Meridian shall destroy any remaining inventory of Licensed Products bearing the Licensed Marks and shall provide Penterra with a written certification of such destruction.
(c) Transfer of Registrations. If any Licensed Mark registrations or applications in the Licensed Territory have been filed in or are held in Meridian's name, whether directly or through any Affiliate, Sublicensee, or other person or entity — including without limitation any registrations or applications for approved translations or transliterations of the Licensed Marks — Meridian shall promptly execute and deliver to Penterra all assignments, transfers, and other documents reasonably necessary to transfer or assign such registrations and applications to Penterra, at no cost to Penterra. Meridian shall cooperate fully with Penterra and Penterra's counsel in effecting the recordation of such assignments with the relevant trademark offices.
(d) Domain Names. Meridian shall transfer to Penterra all domain name registrations incorporating the Licensed Marks within thirty (30) days of the effective date of termination or expiration, at no cost to Penterra. Meridian shall execute all documents and take all actions reasonably necessary to effect the transfer of such domain names to Penterra or Penterra's designee, including without limitation initiating transfer procedures with the applicable domain name registrar(s).
(e) Destruction of Materials. Within ninety (90) days of the effective date of termination or expiration (or, with respect to materials used during the Sell-Off Period, within ninety (90) days of the expiration of the Sell-Off Period), Meridian shall, at Penterra's election, either destroy or deliver to Penterra all packaging, labeling, promotional materials, sales aids, advertising materials, trade show materials, stationery, and all other items in Meridian's possession or control that bear the Licensed Marks. Meridian shall provide Penterra with a written certification of destruction signed by a duly authorized officer of Meridian, specifying in reasonable detail the nature and quantity of all materials destroyed.
(f) Sublicenses. All sublicenses granted by Meridian under this Agreement shall automatically terminate upon the termination or expiration of this Agreement, and Meridian shall promptly notify all Sublicensees of such termination. The foregoing is subject to any specific provisions agreed to by Penterra in writing regarding the survival of particular sublicenses beyond the termination of this Agreement.
8.7 Survival. The following provisions shall survive the expiration or termination of this Agreement for any reason: Article 3 (Ownership and Goodwill), Article 9 (Representations and Warranties, to the extent applicable to obligations or conditions existing as of or prior to the effective date of expiration or termination), Article 10 (Indemnification), Article 11 (Confidentiality), Article 12 (Limitation of Liability), and Article 14 (Miscellaneous), together with any other provisions of this Agreement that, by their nature, are intended to survive termination. The expiration or termination of this Agreement shall not relieve either Party of any obligation or liability that accrued prior to such expiration or termination.
ARTICLE 9 — REPRESENTATIONS AND WARRANTIES
9.1 Penterra Representations and Warranties. Penterra hereby represents and warrants to Meridian as of the Effective Date as follows:
(a) Penterra is the sole and exclusive owner of all right, title, and interest in and to the Licensed Marks worldwide, including all goodwill associated therewith, and has the full right, power, and authority to grant the license and rights set forth in this Agreement, free and clear of any liens, encumbrances, or adverse claims.
(b) The Licensed Marks are validly registered or the subject of pending applications in the jurisdictions listed in Schedule 1, and to Penterra's knowledge, all such registrations are subsisting and in good standing as of the Effective Date.
(c) To Penterra's knowledge, as of the Effective Date, the Licensed Marks do not infringe, misappropriate, or otherwise violate any trademark, trade name, service mark, or other intellectual property right of any third party in the Licensed Territory.
(d) As of the Effective Date, there are no pending or, to Penterra's knowledge, threatened actions, proceedings, claims, oppositions, cancellations, or investigations challenging the validity, ownership, or enforceability of the Licensed Marks in the Licensed Territory.
(e) Penterra is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.
9.2 Meridian Representations and Warranties. Meridian hereby represents and warrants to Penterra as of the Effective Date as follows:
(a) Meridian is a company duly organized, validly existing, and in good standing under the laws of Hong Kong Special Administrative Region (Company Registration No. 2847631), and has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.
(b) The execution, delivery, and performance of this Agreement by Meridian does not and will not conflict with, result in a breach of, or constitute a default under any other agreement, instrument, order, judgment, or decree to which Meridian is a party or by which Meridian or any of its assets is bound.
(c) Meridian shall use the Licensed Marks solely in accordance with the terms and conditions of this Agreement, including the Brand Guidelines and Quality Standards, and shall not use the Licensed Marks for any purpose or in any manner not expressly authorized herein.
(d) Meridian has not, prior to the Effective Date, used any trademark, trade name, service mark, domain name, or other designation of origin that is identical to, confusingly similar to, or that incorporates the mark PENTECLAR or any element thereof, in the Licensed Territory or elsewhere.
ARTICLE 10 — INDEMNIFICATION
10.1 Cross-Reference to License Agreement. The indemnification provisions of the License Agreement shall apply, mutatis mutandis, to any and all losses, damages, liabilities, claims, demands, actions, proceedings, judgments, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising under, out of, or relating to this Trademark License Agreement, including but not limited to any claim arising out of either Party's breach of this Agreement. Without limiting the generality of the foregoing, all such claims shall be subject to the following limitations and conditions as set forth in the License Agreement:
(a) The aggregate liability of Penterra under the indemnification provisions of this Agreement and the License Agreement shall not exceed two hundred percent (200%) of the total payments received by Penterra under the License Agreement, with a floor of Thirty-Six Million U.S. Dollars ($36,000,000) (calculated based on the Eighteen Million U.S. Dollar ($18,000,000) upfront payment made by Meridian under the License Agreement);
(b) Penterra shall have no obligation to indemnify Meridian with respect to any individual claim where the losses arising from such claim do not exceed a de minimis threshold of One Hundred Fifty Thousand U.S. Dollars ($150,000);
(c) Penterra's indemnification obligation shall not arise until the aggregate amount of all qualifying claims exceeds an aggregate deductible basket of Seven Hundred Fifty Thousand U.S. Dollars ($750,000), and thereafter Penterra shall be responsible for all qualifying claims from the first dollar; and
(d) The foregoing cap, de minimis threshold, and aggregate deductible basket shall not apply to losses arising from fraud, willful misconduct, or intellectual property infringement.
10.2 Penterra Additional Indemnity. Without limiting the indemnification obligations set forth in the License Agreement, Penterra shall defend, indemnify, and hold harmless Meridian and its Affiliates and their respective officers, directors, employees, agents, and representatives from and against any and all losses, damages, liabilities, claims, demands, actions, proceedings, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claim that Meridian's use of the Licensed Marks in the Licensed Territory, as authorized by and in compliance with this Agreement, infringes, misappropriates, or otherwise violates such third party's trademark, trade name, or other intellectual property rights in the Licensed Territory. This indemnity shall be subject to the cap and basket provisions referenced in Section 10.1 above.
10.3 Meridian Additional Indemnity. Without limiting the indemnification obligations set forth in the License Agreement, Meridian shall defend, indemnify, and hold harmless Penterra and its Affiliates and their respective officers, directors, employees, agents, and representatives from and against any and all losses, damages, liabilities, claims, demands, actions, proceedings, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:
(a) Meridian's use of the Licensed Marks in any manner not authorized by or in violation of this Agreement or the Brand Guidelines (Schedule 2);
(b) any quality deficiency, product defect, product liability, or product recall relating to Licensed Products sold, distributed, or otherwise commercialized by Meridian or its Sublicensees under the Licensed Marks in the Licensed Territory; or
(c) the acts or omissions of any Sublicensee in connection with the use of the Licensed Marks, to the extent such acts or omissions give rise to third-party claims against Penterra.
ARTICLE 11 — CONFIDENTIALITY
11.1 Confidential Treatment. The terms and conditions of this Agreement, including all schedules and exhibits hereto, and all Brand Guidelines, quality specifications, trademark prosecution strategies, enforcement strategies, and related materials and information provided by either Party to the other Party in connection with this Agreement, shall constitute "Confidential Information" as defined in the License Agreement and shall be subject to the confidentiality and non-disclosure obligations set forth in the confidentiality provisions of the License Agreement, which are incorporated herein by reference as if fully set forth in this Agreement. Without limiting the foregoing, each Party shall hold the other Party's Confidential Information in strict confidence, shall not disclose such Confidential Information to any third party (other than to its Affiliates, employees, agents, consultants, and advisors who have a need to know such information and who are bound by obligations of confidentiality no less protective than those set forth herein), and shall not use such Confidential Information for any purpose other than the performance of its obligations or the exercise of its rights under this Agreement.
ARTICLE 12 — LIMITATION OF LIABILITY
12.1 Exclusion of Consequential Damages. EXCEPT FOR (A) A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 3 (OWNERSHIP AND GOODWILL), (B) MERIDIAN'S BREACH OF SECTION 4.7 (PROHIBITION ON USE OUTSIDE TERRITORY), (C) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 10 HEREOF AND THE CORRESPONDING PROVISIONS OF THE LICENSE AGREEMENT, AND (D) A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 11, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
ARTICLE 13 — GOVERNING LAW AND DISPUTE RESOLUTION
13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to any choice of law or conflicts of law principles that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13.2 Dispute Resolution. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including without limitation any dispute regarding the formation, validity, interpretation, performance, breach, or termination of this Agreement, that the Parties are unable to resolve through good-faith negotiations within thirty (30) days of one Party's written notice of such dispute to the other Party, shall be finally and exclusively resolved by binding arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (ICC) in accordance with the ICC Rules of Arbitration then in effect. The arbitration shall be:
(a) seated in New York, New York, United States of America;
(b) conducted before a panel of three (3) arbitrators, with each Party selecting one (1) arbitrator and the two (2) Party-selected arbitrators selecting the third arbitrator, who shall serve as the chair of the panel;
(c) conducted in the English language; and
(d) consistent in all respects with the dispute resolution provisions of the License Agreement.
The award rendered by the arbitral tribunal shall be final and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction. Each Party shall bear its own costs and expenses incurred in connection with the arbitration, and the costs of the arbitration (including arbitrator fees and ICC administrative fees) shall be allocated by the arbitral tribunal in accordance with the ICC Rules.
13.3 Injunctive Relief. Notwithstanding the provisions of Section 13.2, either Party may at any time seek preliminary, temporary, or permanent injunctive relief, specific performance, or other equitable relief from the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, to prevent the unauthorized use, misuse, or infringement of the Licensed Marks, to enforce the ownership and goodwill provisions of Article 3, to prevent the unauthorized disclosure of Confidential Information, or to preserve or protect any right or interest of such Party pending resolution of a dispute through arbitration. The institution of any such proceeding shall not be deemed a waiver of the right of any Party to submit any dispute to arbitration. Each Party hereby irrevocably consents to the personal jurisdiction and venue of such courts for purposes of any such action.
ARTICLE 14 — MISCELLANEOUS
14.1 Entire Agreement. This Agreement, together with the License Agreement and the schedules and exhibits attached hereto and thereto (including Schedule 1 (Licensed Marks) and Schedule 2 (Brand Guidelines)), constitutes the entire agreement between the Parties with respect to the subject matter hereof — namely, the trademark license for the PENTECLAR mark in the Licensed Territory — and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications between the Parties, whether written or oral, relating to such subject matter. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the License Agreement, the provisions of this Agreement shall control with respect to the use, quality control, and enforcement of the Licensed Marks, and the provisions of the License Agreement shall control with respect to all other matters.
14.2 Amendments. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by authorized representatives of both Parties. No oral statement, course of dealing, or course of performance shall be deemed to amend or modify this Agree

TRADEMARK LICENSE AGREEMENT

PENTERRA PHARMACEUTICALS CORP.

MERIDIAN BIO THERAPEUTICS LIMITED

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WHEREAS:

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