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located at 5200 Meridian Parkway, Research Triangle Park, NC 27713; WHEREAS, Meridian is a pharmaceutical company with extensive commercialization capabilities across the Asia-Pacific region, maintaining regulatory approvals and established commercial infrastructure in the People's Republic of China (through the National Medical Products Administration, or NMPA), Japan (through the Pharmaceuticals and Medical Devices Agency, or PMDA), South Korea (through the Ministry of Food and Drug Safety, or MFDS), Australia (through the Therapeutic Goods Administration, or TGA), and additional ASEAN markets; WHEREAS, Penterra desires to grant to Meridian, and Meridian desires to obtain from Penterra, an exclusive license to develop, manufacture, and commercialize the Licensed Product in the Territory (as defined herein) on the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Right-click to update Table of Contents ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below

Capitalized terms used but not defined in this Article 1 shall have the meanings assigned to them elsewhere in this Agreement

For the avoidance of doubt, neither Penterra nor Meridian shall be deemed an Affiliate of the other Party solely by reason of this Agreement

4 "Calendar Quarter" means each successive period of three (3) consecutive calendar months ending on March 31, June 30, September 30, and December 31 of each Calendar Year; provided that (a) the first Calendar Quarter following the Effective Date shall begin on the Effective Date and end on the last day of the then-current Calendar Quarter, and (b) the last Calendar Quarter shall end on the effective date of termination or expiration of this Agreement

5 "Calendar Year" means each successive period of twelve (12) consecutive calendar months commencing on January 1 and ending on December 31; provided that (a) the first Calendar Year following the Effective Date shall begin on the Effective Date and end on December 31 of the year in which the Effective Date occurs, and (b) the last Calendar Year shall end on the effective date of termination or expiration of this Agreement

9 "Commercially Reasonable Efforts" means, with respect to a Party's obligation to develop, obtain Regulatory Approval for, or commercialize the Licensed Product, efforts and resources consistent with those that a similarly situated pharmaceutical company of comparable size, resources, and capabilities would devote to a product of similar market potential, profit potential, and strategic value at a similar stage of its product life cycle, taking into account, without limitation, issues of safety and efficacy, product profile, the proprietary position of the product (including patent coverage and regulatory exclusivity), the regulatory environment, the competitive landscape, and the profitability of the applicable product in light of pricing and reimbursement It is understood that such efforts shall be determined on a market-by-market basis for each country in the Territory and shall be measured by the overall pattern of activities undertaken with respect to the Licensed Product, and not on a month-by-month or quarter-by-quarter basis