License Agreement between Pharvaris BV Leiden BioScience Park, J.H.Oortweg 21, 2333 CH Leiden, The Netherlands registered in the trade register of the Chamber of Commerce under no. 64239411

The Parties wish to collaborate for the development of an orally available Bradykinin 2 Receptor Antagonist for all indications and uses related to Bradykinin, especially the treatment of hereditary angioedema (“HAE”). AnalytiCon has explored and owns a certain proprietary substance class of Bradykinin 2 receptor antagonist with the potential of oral activity, referred to as OB2RA (and as defined in Section 1.23 in connection with Appendix B) which is suitable for development as orally available medication for all indications and uses related to Bradykinin, especially the treatment of HAE (“New HAE-Therapy”). AnalytiCon has developed a work plan for the Compounds to reach proof of concept in animal models which is attached to this License Agreement as Appendix P (“Plan”).

The management of Pharvaris has expertise in HAE therapeutics and pathology based on previous development and successful commercialization of a compound to treat HAE, as well as expertise in business development and drug development finance. Pharvaris wishes to receive a worldwide, exclusive license from AnalytiCon for the class of OB2RA for further developing, marketing and commercializing compounds from this class for the treatment of, among others, hereditary angioedema, subject to the conditions set forth in this Agreement.

In order to enable Pharvaris to explore an appropriate structure, including the requisite funding, for a successful development and commercialization of the Compounds/New HAE-Therapy, AnalytiCon has provided Pharvaris with an exclusive option to license the Compounds/New HAE-Therapy, as further set forth in the Option Agreement bearing as signature dates November 2, 2015 (the “Option Agreement”). The Parties have further agreed to certain terms of this Agreement in a Term Sheet attached as Appendix 1.1 to the aforementioned Option Agreement (the “Term Sheet”). Apart from that the Parties have agreed under Section 1.4 of the Option Agreement that the Parties may, in case of the exercise of the option under Section 1 of the Option Agreement, either conclude a single license and research agreement covering all licensing and development aspects as per the Term Sheet or split the terms and provisions into two or more agreements, e.g. a license agreement and a separate research agreement.

Pharvaris wishes to license from AnalytiCon the global rights to develop and commercialize the Compounds/New HAE-Therapy in accordance with the Term Sheet. Pharvaris shall be deemed to have validly exercised the option under Section 1 of the Option Agreement in accordance with Section 1.3 of the Option Agreement by virtue of this Agreement becoming effective pursuant to Section 14. Pharvaris further wishes to co-operate in a research project in relation to OB2RA as further defined in the Term Sheet and its Appendix A pursuant to which AnalytiCon shall further develop OB2RA Compounds (as defined below) and whereas Pharvaris shall finance said research and development until the selection of the preclinical development candidate and will provide support for [*****] with respect to the development of, and during, the GMP production. Following that, the Parties now wish to conclude the respective license and research agreement as per Section 1.4 of the Option Agreement, whereas the Parties have decided to split the terms and conditions into two agreements, this License Agreement and a separate research agreement called the “B2R Agreement”.

“Affiliate” shall mean any corporation or other entity, which directly or indirectly controls, is controlled by or is under common control with a Party. A corporation or other entity shall be regarded as in control of another corporation or entity in particular if it owns or directly or indirectly controls more than fifty percent (50%) of the voting stock or other ownership interest of the other corporation or entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity or the power to elect or appoint more than fifty percent (50%) of the members of the governing body of the corporation or other entity. In the case of entities listed on a stock exchange, the threshold of more than 50% shall be replaced by 30% or by such other threshold which accurately reflects control in the listed entity.

“B2R” shall mean bradykinin B2 receptor.

“B2R Agreement” shall mean the separate agreement concluded between the Parties on the further development of OB2RA Compound(s) and/or Backup Compound(s) by AnalytiCon, particularly in the course of the B2R Project, on the financing of such research and development by Pharvaris until the selection of the preclinical development candidate and on the provision of support for [*****] with respect to the development of, and during, the GMP production.

“B2R Antagonist” or “B2RA” shall mean any molecule that binds to B2R and thereby antagonizes the B2R-mediated activity of bradykinin.

“B2R Project” shall mean the optimization of B2R Antagonists.

“B2R Project Plan” shall mean the plan of research and/or development activities with respect to the B2R Project. The initial B2R Project Plan is attached to this Agreement as Appendix A and will be amended from time to time.

“B2R Project Results” shall mean (i) all B2R Antagonists that are generated by conducting the B2R Project Plan or a backup program agreed upon by the Parties and (ii) the characteristics of the B2R antagonists mentioned under (i), including the structure, activity, toxicity, or other characteristics.

“Backup Compound(s)” shall mean any B2R Antagonist discovered or developed in the B2R Project and not being a Compound.

“Backup Product(s)” shall mean any product containing a Backup Compound, whether or not as the sole active ingredient, in any dosage, form and formulation and/or fixed dose combination, for use in the Field.

“Compound(s)” or “OB2RA Compound(s)” shall mean [*****] from the OB2RA as outlined in Appendix B.

“Designated Affiliate” shall mean any Affiliates of Pharvaris to be designated by Pharvaris to AnalytiCon in writing who shall own any right, title and interest in lieu of Pharvaris.

“Development Person” shall mean any employees, agents, directors, sub-contractors, Affiliates or any other Third Parties acting for or on behalf of AnalytiCon or its Affiliates in the course of the B2R Project or any other research or development activity under this License Agreement and/or the B2R Agreement.

“Direct Sales” shall mean all sales of the Licensed Product(s) without involvement of a Sublicensee, including sales by use of a contract sales organization by Pharvaris and/or its Affiliates.

“Exclusive License” shall mean an exclusive, worldwide license, with the right to sublicense, to use the know-how and expertise of OB2RA of AnalytiCon and the Licensed IP to research, develop, manufacture, use, import and market Licensed Compound(s) and Licensed Product(s) (as defined below) in the Field. For the avoidance of doubt, “exclusive” shall also mean that AnalytiCon itself shall not be entitled to use the know-how and expertise of OB2RA and the Licensed IP to research, develop, manufacture, use, import and market Licensed Compound(s) and Licensed Product(s) in the Field for its own purposes unless expressly stated otherwise in this License Agreement and/or the B2R Agreement.

“Field” shall mean all diagnostic, prophylactic and therapeutic applications, especially however Hereditary Angioedema (HAE).

“Indication” shall mean any indication bearing a distinct reference number under the list of diseases officially published by the World Health Organization (WHO) that is in effect at the relevant time during the Term.

“Indirect Sales” shall mean all sales of Licensed Product(s) through Pharvaris’ Sublicensees.

“IPR” shall mean any know-how, patents, utility models, copyright, trademark or any other kind of intellectual property rights as well as any entitlement to and/or application for the aforementioned rights, solely or jointly together with others.

“Licensed Compound(s)” shall mean Compound and Backup Compound.

“Licensed IP” [*****].

“Licensed Product(s)” shall mean any product containing a Licensed Compound, whether or not as the sole active ingredient, in any dosage, form and formulation and/or fixed dose combination, for use in the Field.

“Net Sales” shall mean the actually paid gross receipts from sales of Licensed Products by Pharvaris, its Affiliates or its Sublicensees to Third Parties less the total of (i) trade, cash and/or quantity discounts effectively granted, (ii) VAT, excise, sales and other consumption taxes and customs duties to the extent included in the invoice price, (iii) freight, insurance and other transportation charges to the extent included in the invoice price, (iv) amounts repaid or credited by reason of rejections and defects, (v) returns or retroactive discounts, grants or price reductions effectively granted and (vi) compulsory payments and rebates, accrued, paid or deducted pursuant to agreements or governmental regulations.

“OB2RA” shall mean [*****] (as defined in Appendix B) developed by AnalytiCon with the potential of oral activity.

“Patents” in general, not limited to OB2RA, shall mean any patent and/or utility model rights as well as rights in and to any patent and/or utility model rights and/or applications thereto.

“Preclinical Candidate B2R” shall be a preclinical development candidate as defined in Appendix C or another B2R Antagonist accepted by Pharvaris as preclinical development candidate.

“Product(s)” shall mean any product containing a Compound, whether or not as the sole active ingredient, in any dosage, form and formulation and/or fixed dose combination, for use in the Field.

“Relevant Market” shall mean the aggregate unit sales of Products or Backup Products and all generic versions of such Products or Backup Products in a certain country.

“Sublicensee” shall mean such a Third Party which receives a commercial sublicense from Pharvaris under the Exclusive License to develop, market and sell Licensed Product(s) on its own account and is obligated to make payments to Pharvaris on the basis of royalty payments on Net Sales of Licensed Product(s).

“Third Party” shall mean any person or entity other than AnalytiCon, Pharvaris and their respective Affiliates.

The following general rules of interpretation shall apply to this Agreement and its Appendices unless expressly stated otherwise in the respective provisions:

In the event of any conflict between this Agreement and the Appendices to this Agreement, the provisions in the Agreement shall prevail.

The titles and headings of the Sections of this Agreement only serve the purpose of a better overview and are not intended as complete or accurate descriptions of the content of the respective Sections. Any such titles or headings shall not be used as a means or indication for a certain interpretation of the content of the respective Sections.

Whenever a provision of this Agreement requires the approval or consent of a Party and such approval or consent is not received by the respective other Party within the time limit as defined in the respective provision, the respective approval or consent is deemed to be denied.

Unless expressly stated otherwise, any time periods, time limits and deadlines are to be calculated in accordance with Section 187 et seq of the German Civil Code (Bürgerliches Gesetzbuch — BGB).

Any and all accounting terms shall be interpreted in accordance with generally accepted accounting principles applied on a consistent basis.

AU references to monetary amounts shall be in EUR and shall be exclusive of any VAT, which may have to be added to such amount in case of any payments or invoicing under respective tax laws where applicable, unless expressly stated otherwise.

The subject of this Agreement is the ownership of all rights, title and interest in and to all B2R Project Results and particularly any IPR relating thereto by Pharvaris as set forth in this Agreement. Further subject of this Agreement is the grant of the Exclusive License by AnalytiCon to Pharvaris and the acceptance of such Exclusive License by Pharvaris, under the terms and conditions as further defined in this Agreement.

The Parties have further agreed on certain terms and conditions concerning the further development of B2R Antagonists by AnalytiCon, on the financing of such research and development by Pharvaris until the selection of the preclinical development candidate and on the provision of support for [*****] with respect to the development of, and during, the GMP production. These terms and conditions, however, are not subject to this Agreement but are governed by a separate agreement between the Parties, the B2R Agreement.

Ownership of Rights, Title and Interest in and to all B2R Project Results

Pharvaris or one of its Designated Affiliates shall own all right, title and interest in and to all B2R Project Results (including, but not limited to, all Compounds, Backup Compounds, Licensed Compounds, Products, Backup Products, Licensed Products) and any discovery, technology or invention relating thereto, particularly any IPR as well as any applications for or entitlement to such IPR related to the aforementioned B2R Project Results. AnalytiCon hereby assigns to Pharvaris any and all right, title and interest in and to all B2R Project Results, any IPR relating thereto and any discovery, technology or invention relating thereto as set forth above and Pharvaris hereby accepts such assignment. Apart from that, AnalytiCon will take all action required and make all declarations necessary to transfer any such rights, title and/or interest to Pharvaris in order to achieve the aforesaid result and ownership by Pharvaris.

For the avoidance of doubt: In case any B2R Project Results and/or any IPR, discovery, technology or invention relating thereto is created, made or conceived by any Development Persons, such discovery, technology or invention shall also be considered a B2R Project Result within the meaning of this Agreement and all rights in and title to such IPR, invention, technology or discovery shall be solely owned by Pharvaris or one of its Designated Affiliates as per Section 3.1.1. AnalytiCon will secure and obtain all rights, title and interest in and to such B2R Project Results from such Development Persons in order to fulfill its obligations under Section 3.1.1. In particular, AnalytiCon shall claim any B2R Project Results, which are made by employees of AnalytiCon without any limitation for the assignment to Pharvaris under Section 3.1.1. Any compensation to be paid to employees in consideration of the claim of employee inventions, particularly any obligatory employee compensations under the German Employee Inventions Act, shall be solely borne by AnalytiCon.

Any acts, declarations or transfers as well as any payments made by AnalytiCon to employees or other Development Persons required to achieve the ownership of all B2R Project Results by Pharvaris in accordance with Section 3.1.1 and 3.1.2 shall be deemed fully compensated by the payments made by Pharvaris to AnalytiCon under this License Agreement and/or the B2R Agreement, and AnalytiCon shall have no additional claims against Pharvaris arising of or in connection with any such acts, declarations or transfers.

Grant of Exclusive License to Pharvaris

Sublicensing

Grant of Rights to AnalytiCon

Consideration for Grant of Rights

Development Milestones, Regulatory Approval Milestones and Sales Milestone for Products)

Development Milestones

Milestone Event

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

Regulatory Approval Milestones

Milestone Event

[*****]

[*****]

Sales Milestone

Milestone Event

[*****]

Tiered Royalties for Licensed Products

Direct Sales by Pharvaris only

Net Sales Amount (EUR)

[*****]

[*****]

[*****]

Tiers

[*****]

[*****]

[*****]

Indirect Sales through Sublicensee(s) only

Net Sales Amount (EUR)

[*****]

[*****]

[*****]

Tiers

[*****]

[*****]

[*****]

Direct Sales by Pharvaris and Indirect Sales through Pharvaris’ Sublicensee(s)

[*****] of the Net Sales of Licensed Product(s) sold by Pharvaris and/or its Affiliates which are beneath or equal to [*****];

[*****] of the Net Sales of Licensed Product(s) sold by Pharvaris and/or its Affiliates which are above [*****] and are beneath or equal [*****];

Milestone Payment for Successful Sublicensinq

Development Milestones, Regulatory Approval Milestones and Sales Milestones for Backup Products

Milestone Payments under Section 5.2 and 5.3

Provisions in Case of Failed Negotiations under Sect. 5.4.1

Generic Sales

On a country-by-country and Product-by-Product basis, if, during the Term of this Agreement, sales by one or more Third Parties of generic versions of a Product account for [*****] of the Relevant Market in such country in a calendar quarter, the royalties payable by Pharvaris to AnalytiCon set forth in Section 5.3 will be reduced by [*****].

Reduction of Royalties in case of Payments to Third Parties for Avoidance of IPR Infringement

If, during the Term of this Agreement, Pharvaris, its Affiliate or Sublicensees, at its sole discretion, obtains a license for Patents from a Third Party, in order to avoid infringing such Third Party Patents by the development, sales, marketing or commercialization of Licensed Products, Pharvaris shall be obligated to pay all related Third Party royalties or license fees or any other compensation for such Patent license to such Third Party/ies, but shall be entitled to deduct [*****] of such Third Party royalties from any royalties due to AnalytiCon pursuant to Section 5.3, provided that the royalties paid or payable by Pharvaris to AnalytiCon shall at no time be less than [*****] of the royalties actually owed pursuant to Section 5.3.

Common Provisions for all Milestone Payments under this Section 5

Common Provisions for all Milestone Payments under Section 5.2 and 5.3

All of the payments under Section 5.2 for development milestones, regulatory approval milestones and sales milestones shall be made regardless of whether Pharvaris, any Affiliate of Pharvaris or any Third Party which is a Sublicensee or otherwise acts on behalf of Pharvaris (or even AnalytiCon on behalf of Pharvaris) reaches the respective milestone event. The sales milestones under Section 5.2 shall leave unaffected the royalties set forth under Section 5.3 and vice versa.

Term of the Royalty Payments

The Term of the royalty payments shall be the Term of this License Agreement.

Quarterly Net Sales and Royalty Reports

During the Term of this Agreement, following the first commercial sale of a Licensed Product, Pharvaris shall provide AnalytiCon for each calendar quarter with a written report listing on a country-by-country basis (i) the

Currency Conversion

All currency conversions of any foreign currency into Euros for accounting, Net Sales and royalty calculation purposes shall be made according to the official Euro reference rates published by the European Central Bank for the value date of the respective transaction.

Accurate Books and Records

Pharvaris shall keep complete and accurate books and records reflecting all relevant Net Sales and their calculation basis, including Net Sales and their calculation basis made by Sublicensees, for all Direct Sales and Indirect Sales to enable the royalties payable under this Agreement to be determined and reviewed.

Audits

Upon the written request of AnalytiCon and not more than [*****], AnalytiCon shall have the right to retain an independent certified public accounting firm of internationally recognized standing, selected by AnalytiCon and such selection confirmed by Pharvaris (such confirmation not to be withheld unreasonably), at AnalytiCon’s expense, to have access during normal business hours with at least [*****] notice to such records as the accounting firm reasonably requires to review and verify the correctness, completeness and accuracy of the Quarterly Net Sales and Royalty Reports for any calendar year ending not more than [*****] prior to the date of such request (“Royalty Audit”). AnalytiCon shall ensure that the Royalty Audit report is provided both to Pharvaris and AnalytiCon immediately upon the completion of the report by the accounting firm.

In the course of any Royalty Audit, the accounting firm shall disclose to AnalytiCon only whether the records are correct, complete and accurate or not and, in case of any incorrectness, incompleteness or inaccuracy, specify the subject matter and extent of such incorrectness, incompleteness or inaccuracy. The accounting firm shall not disclose any further information to AnalytiCon, particularly no information that is not required for the purpose of the aforementioned review.

lf, in the course of a Royalty Audit, the accounting firm concludes that additional royalties are to be paid under this License Agreement due to any incorrectness, incompleteness or inaccuracy of Quarterly Net Sales and Royalty Reports for a term covered by the Royalty Audit, Pharvaris shall pay the additional royalties identified within [*****] following the day on which the Royalty Audit report of the accounting firm is provided to Pharvaris. In case the additional royalties to be paid amount to [*****] of the royalties stipulated in the respective Quarterly Net Sales and Royalty Reports for the period covered by the Royalty Audit, Pharvaris instead of AnalytiCon shall bear the reasonable and adequate fees and expenses charged by the accounting firm for the Royalty Audit.

If, in the course of a Royalty Audit, the accounting firm concludes that Pharvaris paid more royalties to AnalytiCon than actually owed under this License Agreement, Pharvaris shall be entitled, at its discretion, to (i) either set off any such overpayment against any future royalty payment obligations or (ii) to demand from AnalytiCon the repayment of such overpayment within one month’s time following the day on which Pharvaris communicates to AnalytiCon that it chooses the repayment of the overpaid royalties.

Except for cases of fraud, misrepresentation or any other willful misconduct or gross negligence on behalf of Pharvaris, the calculation of royalties payable under this Agreement shall become finally and irrevocably binding upon the Parties upon the expiration of two years following the end of the calendar year in which the royalty payments became due for payment.

All information provided to AnalytiCon in the course of any Royalty Audit shall be considered confidential information as per Section 9 and shall be treated accordingly by AnalytiCon.

Unless expressly stated otherwise, all invoices for payments under this Agreement shall be due for payment within [*****] after receipt of the invoice for the amount to be paid (the “Payment Term”).

All payments shall be made by wire transfer into the bank account indicated on the invoice or as otherwise communicated by the recipient of the payment, provided that such bank account has to be a bank account at a bank in the European Union.

All payments shall be made without any deductions, particularly without any deductions of banking or bank transfer fees.

Any Party shall be deemed to be in default with a payment without a payment reminder being required immediately after expiry of the Payment Term (or any other payment deadline as provided in this Agreement) if the respective payment owned

Any Party being in default with a payment shall pay default interest in the amount of [*****] per year.

General Co-Operation in IPR Matters; Provision of Information and Documents

Procedures for Know-How

AnalytiCon shall disclose to Pharvaris all know-how owned or controlled by AnalytiCon related to OB2RA, the Licensed Compound(s), Licensed IP and B2R Project Results. To the extent that such know-how is held by Development Persons and/or Affiliates of AnalytiCon, AnalytiCon will ensure that such Affiliates and Development Persons will disclose the aforementioned know-how. The Parties shall each appoint a Know-How Representative responsible for the provision of know-how at AnalytiCon and for the receipt of know-how at Pharvaris. All know-how shall be considered confidential information as per Section 9.

The Parties agree that all information and materials comprised in the know-how as per Section 8.2.1 shall be disclosed to Pharvaris by memoranda marked as “Confidential” in case of written information and by clearly marked and numbered containers in case of materials. Unless expressly agreed otherwise by the Parties, any know-how shall be provided by the Know-How Representative of AnalytiCon to the Know-How Representative of Pharvaris. All and any transfer and transport of know-how shall be made using sufficiently safe, state-of-the-art security measures adequate for the type of know-how to be transferred or transported. Any dispatch, transport and receipt of know-how has to be documented in accordance with established industry standards. Upon receipt of any know-how Pharvaris shall acknowledge the receipt to AnalytiCon.

IPR Applications, Registration and Maintenance

IPR Applications, Registration and Maintenance relating to B2R Project Results

Pharvaris and/or one of its Designated Affiliates may, at its sole discretion, draft, prepare, file, prosecute, grant and maintain any IPR applications and/or registrations relating to Pharvaris rights, title and interest in and to any B2R Project Results and any IPR relating thereto in accordance with the requirement of reasonable IPR protection. AnalytiCon shall refrain from filing any of the aforementioned IPR applications in its own name, in the name of any Affiliate or in the name of any Third Party.

IPR Applications, Registration and Maintenance relating to Licensed IP

Pharvaris and/or one of its Designated Affiliates shall further be responsible for and in sole control of the drafting, preparation, filing, prosecution, grant and maintenance of any IPR relating to Licensed IP to be made in the name of AnalytiCon at Pharvaris’ discretion in good faith and in accordance with the requirement of reasonable IPR protection and Pharvaris’ customary IPR policy. Section 11.1.2 applies mutatis mutandis.

Costs of IPR Applications, Registration and Maintenance

All fees and expenses incurred for the preparation, application, filing, prosecution, grant and maintenance of the IPR applications and registrations as per Section 8.3.1 and 8.3.2, including official application and maintenance fees of the respective patent offices and all legal fees such as patent attorney and attorney fees in connection therewith, shall be borne by Pharvaris and/or one of its Designated Affiliates unless provided otherwise herein or expressly agreed otherwise among the Parties.

Support by AnalytiCon

Upon request by Pharvaris and at Pharvaris’ costs (and to the extent not already contained in the B2R Project Results or any information, documentation, material and/or know-how provided or transferred by AnalytiCon under this Agreement or the B2R Agreement), AnalytiCon will provide Pharvaris and/or its Designated Affiliates with all texts, graphics, data or other information required or helpful to properly and reasonably draft and file IPR applications, in particular Patent applications, as per Section 8.3.1 and 8.3.2. Furthermore, AnalytiCon will participate in meetings and discussions with Pharvaris and/or any consultants of Pharvaris such as e.g. patent attorneys. AnalytiCon shall provide such non-financial support at its own costs unless expressly agreed otherwise

Supplemental Protection Certificates

In the event that Pharvaris wishes to file or have filed by AnalytiCon, as the case may be in accordance with Sections 8.3.1 and 8.3.2, an application for a patent term extension such as a supplemental protection certificate, the Parties shall co-operate in the preparation, filing, prosecution and granting of such patent term extension in accordance with the principles outlined in Sections 8.3.1, 8.3.2, 8.3.3, 8.3.4 and 8.3.6, which shall apply accordingly. In particular, Pharvaris will inform AnalytiCon about any new marketing authorizations within one month after the receipt of such new marketing authorization.

Further Obligations of AnalytiCon with regard to Licensed IP and B2R Project Result IPR

AnalytiCon shall refrain from any act or omission that might endanger the success of any IPR applications and/or the protection of any IPR registrations, particularly Patent applications, especially those under Sections 8.3.1 and 8.3.2. In particular, AnalytiCon shall refrain from not pursuing or abandoning any IPR registered or held in the name of AnalytiCon and/or its Affiliates and licensed to Pharvaris under this License Agreement and/or the B2R Agreement and any IPR relevant for the IPR protection of Licensed IP and/or B2R Project Results, especially any IPR applied for or registered by AnalytiCon as per Section 8.3.2, unless with the express prior written approval of Pharvaris.

Notification of IPR Events

Either Party shall inform the respective other Party about any IPR events such as e.g. the filing, granting, filing of oppositions, filing of nullity or invalidity actions, extension, renewal, restriction, co-existence agreement, settlement, lapse, revocation, surrender, invalidation or nullity of any IPR as per Sections 8.3.1 and/or 8.3.2. Any further obligations in connection with any such events under this Agreement and/or the B2R Agreement shall remain unaffected.

Opposition, Invalidity and Nullity Procedures

In case of any opposition, invalidity or nullity procedures, or any other procedures directed against the protection of any IPR applied for or registered under Sections 8.3.1 and/or 8.3.2, Pharvaris shall be responsible and in sole control of the defense of the IPR against such procedures. For any such procedures, the provisions in Sections 8.3.1, 8.3.2, 8.3.3 and 8.3.4 shall apply accordingly.

IPR Enforcement

Information and Consultation Obligations

Each Party shall immediately inform the respective other Party in case of any infringement or potential infringement of any IPR relating to Licensed IP, B2R Project Results, AnalytiCon IPR and/or any other IPR relating to this License Agreement held by either Party and/or their Affiliates it has become aware of. The Parties shall thereafter consult and cooperate completely and in good faith in order to determine an appropriate course of IPR enforcement action in reaction to the identified infringement or potential infringement, and shall keep each other informed about all further events, developments and occurrences in such matters.

Control of IPR Enforcement

In the event of any infringement or potential infringement of (i) any IPR licensed to Pharvaris by AnalytiCon under this Agreement and/or the B2R Agreement and/or (ii) any IPR relating to B2R Project Results applied for or registered in the name of Pharvaris and/or one of its Designated Affiliates, Pharvaris shall be responsible for and in control of any legal measures against such infringement or potential infringement, particularly any out-of-court and court action against the infringer or alleged infringer, by counsel of Pharvaris’ choice at Pharvaris’ own discretion and costs. In the event of any infringement or potential infringement of AnalytiCon IPR, AnalytiCon shall be responsible for and in control of any legal measures against such infringement or potential infringement, particularly any out-of-court and court action against the infringer or alleged infringer, by counsel of AnalytiCon’s choice at AnalytiCon’s own discretion and costs. In case of any infringement or potential infringement of any other IPR held by either Party and/or their Affiliates, the respective owner of the IPR shall be responsible for and in control of any legal measures against such infringement or potential infringement at its own discretion and at its own costs.

Settlement and Cease of Action

Unless expressly stated otherwise, neither Party shall cease, compromise, settle or take any action in any enforcement of IPR under Section 8.4.2 which may be detrimental to the respective other Party’s rights or reasonable interests under this License Agreement and/or the B2R Agreement without having consulted the respective other Party beforehand and without taking the respective other Party’s rights and reasonable interests duly into account when taking the decision.

Support in Enforcement Action

Either Party shall support the respective other Party being responsible and in control of IPR enforcement under Section 8.4.2 non-financially by

Recovery, Reimbursements and Damages

Any recovery, reimbursement or damages obtained as a result of, in the course of or in connection with any enforcement action against any infringers shall be allocated to the enforcing Party bearing the costs of the enforcement under Section 8.4.2. However, in case the enforcing Party was supported by the respective other Party as per Section 8.4.4, any such recovery, reimbursement or damages obtained shall be allocated as follows: (i) The enforcing Party shall first recoup all of its costs and expenses from the recovery, reimbursement or damages obtained; (ii) then the supporting Party shall recoup its costs and expenses for the support from the remaining amount; (iii) whatever amount remains after (i) and (ii) shall be solely allocated to the enforcing Party.

IPR Defense

Information and Consultation Obligations

Each Party shall immediately inform the respective other Party in case of any infringement or potential infringement of Third Party IPR by any B2R Project Results, Licensed Product(s), Licensed Compound(s) and/or Licensed IP it has become aware of. The Parties shall thereafter consult and cooperate completely and in good faith in order to determine an appropriate course of action concerning the identified infringement or potential infringement, and shall keep each other informed about all further events, developments and occurrences in such matters.

Control and Costs of IPR Defense

Pharvaris shall be responsible for and in control of any defense against any claims based on the infringement or potential infringement of any Third Party IPR by any B2R Project Results, Licensed Product(s), Licensed Compound(s) and/or Licensed IP, particularly the defense in any out-of-

Settlement, Support, Recovery, Reimbursements and Damages

Concerning settlements, support and allocation of recoveries, reimbursements and damages in connection with IPR defense actions, Sections 8.3.3, 8.3.4 and 8.3.5 shall apply accordingly.

The Parties shall keep confidential all non-public information which they have received or shall receive from each other within the course of the performance of this Agreement. Either Party shall use confidential information of the respective other party only as required in the course of the performance of this Agreement and/or the B2R Agreement and/or the Option Agreement and any action or business based thereon.

The obligations imposed by Section 9.1 shall not apply, or shall cease to apply, to any confidential information if and to the extent that the Party receiving such confidential information (“Receiving Party”) can prove that such confidential information (i) was known to the Receiving Party prior to the receipt of the confidential information from the Party disclosing the confidential information (“Disclosing Party”); (ii) was, or becomes through no breach of the Receiving Party’s obligations hereunder, known to the public or to the trade or industry in which the business operates; (iii) becomes known to the Receiving Party from a source other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation between such source and the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to confidential information of the Disclosing Party. The confidentiality obligations pursuant to this Section 9 shall also not apply to the extent the disclosure is mandated by law, by court order or by regulation or order of other public authorities, provided that the Receiving Party shall (i) immediately inform the Disclosing Party about such requirement, (ii) reasonably co-operate with the Disclosing Party in protecting the confidential or proprietary nature of the confidential information that must be so disclosed, and (iii) seek to limit such disclosure to the minimum extent necessary. The confidentiality obligations pursuant to this Section 9 shall further not apply to the extent that the disclosure of confidential information is required (i) to apply for or obtain any IPR protection under this Agreement and/or the B2R Agreement or (ii) to conduct clinical development or (iii) to apply for or obtain marketing authorizations for Licensed Product(s).

The parties shall have the right to disclose non-public information to third parties who are subject to professional confidentiality obligations or adequate contractual confidentiality obligations, to the extent such disclosure is necessary for the exploration of the appropriate structure, including requisite funding, for the successful development and commercialization of the Compounds and/or New HAE-Therapy or to fulfill the obligations under this License Agreement. In addition, each Party shall have the right to disclose non-public information to third parties who are subject to professional confidentiality obligations or adequate contractual confidentiality obligations, to the extent such disclosure is necessary for customary due diligence procedures in preparation of the sale of the shares in the respective Party or similar transactions, subject to the proviso that any such transaction must not be in violation of this Agreement, the Option Agreement or the B2R Agreement. Further, any disclosures in preparation of or in connection with initial or secondary public offerings or listings of securities shall require the prior consent of the respective other Party.

Each Party shall apply all adequate and state-of-the-art security measures in order to protect confidential information from any unauthorized access by any Third Parties.

The obligations pursuant to this Section 9 shall survive the termination of this Agreement. Upon termination of this Agreement each Receiving Party shall return confidential information of the Disclosing Party (with all copies thereof, but exempted routinely made backup copies in electronic data communication until their usual deletion), or at the option of the Disclosing Party, destroy all confidential information (including all copies thereof) and provide the Disclosing Party with a certificate of an officer of the Receiving Party that certifies that such destruction has occurred, within ten (10) days of receipt by the Receiving Party of a written request from the Disclosing Party.

Neither Party shall issue any press releases or other kinds of publications (online or offline) relating to this Agreement, the B2R Agreement or any subject matter of any of the aforementioned agreements without the prior written consent of the respective other Party, such consent not to be withheld unreasonably.

Term

Termination

Any ordinary right of termination shall be excluded during the Term.

Notwithstanding the aforesaid, each Party shall have the right to terminate this Agreement for cause without having to observe a notice period following a material breach by the other Party if the breach is not cured within [*****] after written notice of the non-breaching Party. It shall be particularly considered a material breach if (i) a Party is in persistent breach of any of the terms of this Agreement and has not cured the breach within [*****] after written notice thereof by the respective other Party or (ii) the other Party or any Affiliate of the other Party challenges, or directly or indirectly assists a Third Party to challenge, the validity or ownership of any IPR of the Party, provided that the IPR relates to the Licensed IP, B2R Project Results, Licensed Compound(s) and/or Licensed Product(s). Furthermore, each Party shall have the right to terminate this Agreement without observing a notice period if insolvency proceedings are instituted against the assets of the other Party to this Agreement or if insolvency proceedings of the other Party are refused due to lack of sufficient assets.

Effect of Expiration and Termination

Expiration and termination of this Agreement shall not relieve any Party from any obligations under this Agreement accruing prior to such expiration or termination. Unless expressly provided otherwise, all information, rights, material and payments due or provided to the respective other Party or exchanged under this Agreement shall remain with the respective receiving Party.

In the event that the Agreement is terminated by AnalytiCon with cause under Section 10.2.2, (i) the ownership of all B2R Project Results as well as any and all IPR relating thereto shall remain with Pharvaris, (ii) the Exclusive License shall terminate, (iii) Pharvaris shall, upon AnalytiCon’s request, grant to AnalytiCon an exclusive, worldwide license, with the right to sublicense, to use the B2R Project Results to research, develop, manufacture, use, import and market Licensed Compound(s) and Licensed Product(s) in the Field, (iv) AnalytiCon shall be free to develop, market and sell Licensed Compound(s) and Licensed Product(s) at its own expense, including the right to use all data, study results, know-how, IPR etc. related to such Licensed Compounds and Licensed Product(s) generated or owned by Pharvaris pursuant to this Agreement for the development, marketing and/or sales of Licensed Product(s) and (v) AnalytiCon shall pay to Pharvaris Development Milestones, Regulatory Approval Milestones, Sales Milestone(s) and Royalties as per the amounts, terms and conditions in Sections 5.2, 5.3 and 5.4, which shall apply mutatis mutandis to such payments by AnalytiCon to Pharvaris.

In the event that this Agreement is terminated by Pharvaris with cause under Section 10.2.2, the Exclusive License and all rights granted and to be granted to Pharvaris under this Agreement shall continue to be effective and shall survive the termination of this Agreement, all licensed know-how

Direct Indemnity

Each Party shall indemnify and hold harmless the other Party, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Third Party claims, demands, liabilities, damages (including damages directly or indirectly suffered by the other Party and/or its Affiliates and their respective directors, officers, shareholders, agents, consultants and employees) and expenses, including reasonable attorney’s fees and costs (collectively “Liabilities”) arising out of the intentional or grossly negligent breach of any material provision of this Agreement by the indemnifying Party or caused by an intentional act or omission of the indemnifying Party.

Pharvaris shall defend, indemnify and hold harmless AnalytiCon, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Liabilities suffered, incurred or arising out of any Third Party claims in connection with the manufacture, possession, distribution, use, sale or other disposition by or through Pharvaris or its Affiliates or Sublicensees of any Licensed Product(s), except in case to the extent such Liabilities resulted from negligent or willful acts or omissions by AnalytiCon, its Affiliates and/or Third Parties retained by AnalytiCon for or in connection with the performance of any acts or obligations under this Agreement and/or the B2R Agreement, and their respective directors, officers, shareholders, agents, consultants and employees.

AnalytiCon shall defend, indemnify and hold harmless Pharvaris, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Liabilities suffered, incurred or arising out of any Third Party claims in connection with the research and development activities in connection with the B2R Project and the B2R Project Results, the execution of the B2R Project Plan, Licensed IP, Licensed Compound(s) and Licensed Product(s) except in case to the extent such Liabilities resulted from negligent or willful acts or omissions by Pharvaris, its Affiliates and/or Third Parties retained by Pharvaris for or in connection with the performance of any acts or obligations under this Agreement and/or the B2R Agreement, and their respective directors, officers, shareholders, agents, consultants and employees.

Liability for Breach

Representations and Warranties of Pharvaris

Pharvaris is a corporation duly organized and existing under the laws of the Netherlands.

Pharvaris has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

The execution, delivery and performance of this Agreement by Pharvaris does not conflict with or contravene the statutes and by-laws of Pharvaris nor will the execution, delivery or performance of this Agreement conflict with or result in a breach of, or entitle any Party thereto to terminate, any material agreement or instrument to which Pharvaris is a party, or by which any of its assets or properties are bound.

Pharvaris will apply all due diligence according to adequate and up-to-date industry standards when performing its obligations under this Agreement and the B2R Agreement.

Representations, Warranties and Covenants of AnalytiCon

AnalytiCon is a corporation duly organized and existing under the laws of Germany.

AnalytiCon has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

The execution, delivery and performance of this Agreement by AnalytiCon does not conflict with or contravene the statutes and by-laws of AnalytiCon nor will the execution, delivery or performance of this Agreement conflict with or result in a breach of, or entitle any Party thereto to terminate, any material agreement or instrument to which AnalytiCon is a party, or by which any of its assets or properties are bound.

AnalytiCon warrants that it solely owns OB2RA, that it also solely owns the series of small molecule orally available OB2RA intended for the development as orally available medication for the treatment of HAE and that it solely owns all Licensed IP, including know-how relating thereto, free and clear of any liens, claims, encumbrances or charges, and has not previously assigned, transferred, conveyed or otherwise encumbered its right, title or interested in the Licensed IP. AnalytiCon on the effective date of this Agreement is not aware of any infringement or potential infringement of Third Party IPR by OB2RA, the series of small molecule orally available OB2RA intended for the development as orally available medication for the treatment of HAE, the intended B2R Project Results, the Licensed IP, the Licensed Compound(s) and/or the Licensed Product(s). AnalytiCon will apply all due diligence according to adequate and up-to-date industry standards when performing its obligations under this Agreement and the B2R Agreement, particularly concerning the research of any Third Party IPR and the avoidance of any infringement thereof, and shall, adhering to these standards and to the best of its knowledge, develop the Licensed IP, the B2R Project Results, the Licensed Compound(s) and the Licensed Product(s) as further defined in the B2R Agreement free from any such infringement or other use of Third Party IPR. In case that the use of the Licensed IP, the B2R Project Results, the Licensed Compound(s) and/or the Licensed Product(s) nevertheless infringes upon any Third Party IPR or otherwise makes use of such Third Party IPR, the Parties shall negotiate in good faith about adequate adaptations and reductions of the payments by Pharvaris to AnalytiCon under this Agreement and/or the B2R Agreement unless and to the extent such infringement is caused by a decision or instruction by Pharvaris. [*****]. In case of any grossly negligent or willful breach of the obligations under this Section 12.2.4 by AnalytiCon, AnalytiCon shall additionally be liable to Pharvaris in accordance with Section 11.2. The provisions in Section 8 shall remain unaffected and Section 5.6 shall apply in case the Third Party IPR infringement is remedied by the conclusion of a license or other agreement with the respective Third Party.

AnalytiCon warrants that it has not disclosed and will not disclose any of the licensed know-how to any Third Parties unless expressly allowed under this Agreement, the B2R Agreement or any other written agreement among the Parties.

No Other Representations, Warranties or Covenants

Choice of Law

Arbitration

Completeness

Amendments

Notices

Independent Contractors

Affiliates’ and Third Party Compliance

Waiver

Assignment

Force Majeure

Severability

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