EXECUTION VERSION CONFIDENTIAL Exclusive Licence Agreement

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SCHEDULE 1 : Patents

SCHEDULE 2 : Technical Information

SCHEDULE 3 : EXCLUDED INDICATIONS

SCHEDULE 4 : Short Form Patent Licence

ASCENDIS PHARMA ENDOCRINOLOGY DIVISION A/S, (“Licensor” or “Ascendis”), a company registered in Denmark with its registered office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇;

▇▇▇▇▇ PHARMACEUTICALS, (“Licensee”), a company established under the laws of the Cayman Islands with its registered address at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇▇, Cayman Islands.

Ascendis and its Affiliates Control proprietary rights, titles and interests in patents and technical information relating to Licensed Products (as defined below) within the area of growth disorders.

The Licensee wishes to develop and to commercialise such Licensed Products in the Field in the Territory (such terms defined below), and Ascendis wishes to grant the Licensee an exclusive licence under certain patents, technical information and other intellectual property to develop and commercialise such Licensed Products in the Field in the Territory, on the terms and conditions of this Agreement.

Interpretation

Definitions

the out-of-pocket costs incurred by Ascendis or its Affiliates of having the Research and Technical Development Plan Activities performed by approved service providers (including without limitation Third Party manufacturing organisations) in accordance with the applicable Research and Technical Development Plan;

Ascendis FTE Costs; and

any other costs or expenses specifically identified and included in the applicable Research and Technical Development Plan, which, for the avoidance of doubt, may include, without limitation, pre-paid amounts.

Construction

references to any statute or statutory provisions shall be deemed to refer to those provisions as amended or re-enacted or as their application is modified by other provisions from time-to-time and any reference to a statutory provision shall include any subordinate legislation made from time-to-time under that provision;

references to “this Agreement” or to any other agreement or document referred to in this Agreement mean this Agreement or such other agreement or document as may be amended, varied, supplemented, modified or novated from time-to-time, and include the Schedules;

references to Clause(s) and Schedule(s) are references to clause(s) and schedule(s) of and to this Agreement, and each of the Schedules shall have effect as if set out in this Agreement;

references to “proprietary” mean Controlled by a Party, but do not infer any requirement of a Patent;

the headings and sub-headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement;

the singular includes the plural and vice versa, and references to the masculine, feminine and the neuter shall include all such genders;

references to any Party include its successors and permitted assigns;

the symbol “€” means the lawful currency of the member states of the European Union that adopt the single currency in accordance with the EC Treaty, known as the “Euro”; and

the symbol “$” means the lawful currency of the United States of America, known as the “US Dollar”.

Grants and Restrictions

Ascendis hereby grants to the Licensee an exclusive (even as to Ascendis, and subject to the terms and conditions of this Agreement), royalty-free (in accordance with Clause 7) licence (with the right to grant sub-licences subject to Clause 2.4) under Ascendis Patents and Ascendis Technical Information to develop, Manufacture, have made, use, sell, offer for sale, import, export or otherwise commercialize Licensed Product in the Field in the Territory. Licensee has the right to grant sublicenses (through one or more tiers) to its Affiliates that are operating companies for China, Hong Kong or other regions in the Territory and such sublicense agreements will be entered into each within [***] ([***]) days after the applicable operating company is incorporated and becomes operational (each such applicable operating company, a “Sublicensed Affiliate”).

The Licensee hereby grants to Ascendis a non-exclusive, royalty-free, fully-paid, perpetual, irrevocable license (with the right to grant sub-licences subject to Clause 2.4) under the Licensee Program IP and Licensee’s and its Affiliates’ interest in Joint Program IP, in each case that are Controlled by the Licensee or its Affiliates, to make, have made, use, sell, offer for sale or import Licensed Products in any field of use outside the Territory. Ascendis will have the right to convert such non-exclusive license (in whole or in part, at Ascendis’s discretion) to an exclusive license on commercial reasonable terms to be negotiated between the Parties in good faith.

Restrictions

During the term of this Agreement, neither Ascendis nor its Affiliates shall conduct, or intentionally enable, or participate in, or license or otherwise authorize any Third Party to conduct, enable or participate in, the research, development, Manufacture or commercialisation of any Competing Product in the Territory (whether for its own account or for any Third Party). As used in this Clause 2.4, a “Competing Product” shall mean [***].

During the term of this Agreement, the Licensee covenants that it shall not, and Licensee shall procure that its Affiliates and Sub-Licensees shall not, use or exploit the Ascendis Patents or Ascendis Technical Information otherwise than as expressly permitted under the licences granted to Licensee in Clause 2.1. Further, the Licensee shall not grant any license to any Third Party to Licensee’s and its Affiliates interest in (i) Program IP [***] and (ii) any Program IP solely relating to the Ascendis Platform Technology [***], in each case of (i) and (ii), without the prior written consent of Ascendis.

Each Party agrees that:

any and all sub-licences granted under Clauses 2.1 and 2.2 shall be on terms consistent with the terms of this Agreement, contain obligations on each Sub-Licensee to perform and observe terms and conditions similar to those contained herein so far as the same are applicable;

it shall be liable to the other Party for any acts and omissions of its Sub-Licensee that cause any breach of the provisions of this Agreement; and

it shall, within [***] ([***]) days of the grant of each sub-licence, provide the other Party with [***], provided that [***] from such sub-licence: [***].

Ascendis shall [***] not to commit any acts or omissions that could cause a material breach of any licence agreement pursuant to which Ascendis has rights to Intellectual Property that it has sub-licensed to the Licensee under this Agreement, such that its Third Party licensor terminates or amends such licence agreement in any way that materially adversely affects a licence or other right granted to the Licensee under this Agreement that is used in a Licensed Product being developed (including under an active Research and Technical Development Plan) or commercialised by the Licensee. Ascendis shall not exercise any rights it may have with respect to any such licence agreement, or amend, terminate, or waive any of its rights under such licence agreement in any way that materially adversely affects a licence or other right granted to the Licensee under this Agreement that is used in a Licensed Product being developed (including under an active Research and Technical Development Plan) or commercialised by the Licensee.

Only the licences granted or retained pursuant to the express terms of this Agreement shall be of any legal force or effect. No other licence rights shall be created by implication, estoppel or otherwise under this Agreement.

Each Party shall procure that its Affiliates shall comply with the terms and conditions of this Agreement and shall be liable to the other Party for any acts or omissions of such Affiliates which are not in compliance with the terms and conditions of this Agreement.

During the term of this Agreement, prior to engaging in substantive discussions with a Third Party regarding the license to such Third Party by Ascendis or its Affiliates under the

In the event that Ascendis discontinues the development or commercialization of Licensed Product outside the Territory, or if Licensee discontinues the development or commercialization of Licensed Product in the Territory for safety, efficacy and/or regulatory reasons relating to Licensed Product (a “Qualifying Discontinuance”), Ascendis or Licensee, as the case may be, shall promptly inform the other Party of such Qualifying Discontinuance and shall provide relevant data and documentation which forms the basis of such decision to the other Party. In the event of a Qualifying Discontinuance, upon the Licensee’s request, Ascendis shall provide to the Licensee [***] for its other Endocrinology Products which are [***] and for which Ascendis has not granted any Third Party [***] in the Territory, and the Licensee may elect to (i) continue activities with respect to the relevant Licensed Product in the Territory, or (ii) substitute the relevant Licensed Product with one of such other Endocrinology Products, [***], in which event such Endocrinology Product will become a Licensed Product and the Parties shall execute an amendment to this Agreement to memorialize the same. Further, if Licensee requires any technology transfer in connection with such substitution under clause (ii) of the preceding sentence, the Parties [***] the scope and timing for such transfer, as well as FTE-based payments to be made to Ascendis with respect to such transfer activities.

Technical Information and Patents

Within [***] ([***]) days of the Effective Date, Ascendis shall deliver and provide to the Licensee the items of Ascendis Technical Information listed in Schedule 2.

Ascendis shall use its Diligent Efforts to provide the Licensee with any additional Technical Information that is not specified in Schedule 2 but is Controlled by Ascendis and/or its Affiliates relating to the Ascendis Technical Information or Ascendis Platform Technology during the term of this Agreement that is necessary or useful for the Licensee to make, have made, use, sell, offer for sale or import Licensed Product in the Field in the Territory. [***].

Upon the Licensee’s written request, but in no event more than [***] during the term of this Agreement, Ascendis shall provide, [***] to the Licensee a written update (as of the date the request is received by Ascendis) of the Licensed Product Patents in Schedule 1 and/or Ascendis Technical Information in Schedule 2.

Development and Commercialisation

Within [***] days following the Effective Date, the Parties shall agree to a research and technical development plan (the “Research and Technical Development Plan”) that sets forth the Parties’ respective Research and Technical Development Plan Activities, which may be amended from time to time by the JDC in accordance with this Agreement. The Parties shall perform and complete, or cause the performance and completion of, their respective Research and Technical Development Plan Activities, and deliver to each other a summary of the results (including raw data if reasonably requested by a Party), samples and reports arising therefrom in accordance with each Research and Technical Development Plan within [***] ([***]) days following completion thereof.

The Licensee shall provide Ascendis with a draft of each Research and Technical Development Plan. The Licensee shall consider, in good faith, any comments regarding each draft Research and Technical Development Plan that Ascendis provides to the Licensee within [***] ([***]) days of Ascendis’ receipt of such draft Research and Technical Development Plan. In addition, the Licensee shall keep Ascendis informed of the progress of the development of each Licensed Product against the applicable Research and Technical Development Plan at each meeting of the JDC pursuant to Clause 4.6(A).

The Licensee shall be solely responsible for any clinical trial activities carried out as part of its development and commercialisation activities in the Territory.

The Licensee shall use Diligent Efforts to develop and commercialise Licensed Product in the Field in the Territory.

Each Party shall conduct all development of Licensed Product in compliance with current Good Laboratory Practice, Good Clinical Practice and Good Manufacturing Practice, in each case, where applicable. Neither Party shall use any person that has been debarred, disqualified or banned from practising medicine to perform activities under this Agreement, and each Party shall immediately notify the other Party in writing if any person performing activities under this Agreement is disqualified, debarred or banned from practising medicine.

Joint Development Committee

Formation of JDC

JDC functions and powers

encouraging and facilitating communication between the Parties with respect to the development of Licensed Product(s)) and the Research and Technical Development Plan Activities;

[***] the applicable Research and Technical Development Plan’s objectives, goals and schedules, and reviewing and approving amendments to the applicable Research and Technical Development Plan, [***]

[***], discussing and [***] the progress of the development of Licensed Product, each Party’s progress with respect to the Research and Technical Development Plan Activities for which it is responsible and each Party’s diligence in carrying out its responsibilities under the applicable Research and Technical Development Plan; and

carrying out the other duties and responsibilities described for it in this Agreement.

JDC decision making

All decisions of the JDC will be made by unanimous vote, with each of Ascendis and Licensee having one vote and the decisions will be recorded in the JDC minutes. If after reasonable discussion and consideration of each of the Parties’ views on a particular matter before the JDC, the JDC is unable to reach a decision by unanimous vote on that matter, then [***]

Termination of JDC

Manufacturing

Concurrently with the execution of this Agreement, the Parties have entered into that certain clinical supply agreement (the “Clinical Supply Agreement”) pursuant to which Ascendis will supply Licensed Product to Licensee for Licensee’s conduct of clinical trials for the Licensed Product in the Territory on the terms and conditions set forth in the Clinical Supply Agreement. The Parties shall discuss and negotiate in good faith the terms and conditions for the supply by Ascendis of Licensed Product to the Licensee for commercial use upon the written request of Licensee, and in any event starting no later than the date that is [***] ([***]) days after the initiation of the first pivotal clinical trial for the Licensed Product conducted by or behalf of Licensee in the Field and in the Territory.

The Licensee shall, and it shall procure that its Affiliates and any Sub-Licensees shall:

[***] relating to the sale of Licensed Product comply with Applicable Laws and are marked, where required, with all relevant patent numbers; and

conduct all packaging and distribution in accordance with current Good Manufacturing Practice and Good Distribution Practice.

Regulatory

The Licensee shall have the sole responsibility for obtaining and maintaining, and shall own, all Regulatory Approvals for Licensed Product developed under this Agreement from Regulatory Authorities in each of the jurisdictions in the Territory in the Field.

Ascendis hereby grants to the Licensee, its Affiliates and Sub-licensees the right to access, reference and utilize any data (including clinical trial data) or regulatory filings generated and/or filed by or on behalf of Ascendis or its Affiliates or other licensees (in each case, to the extent Controlled by Ascendis or its Affiliates) with respect to Licensed Product(s)) in connection with the development, Manufacturing and commercialisation by the Licensee, its Affiliates and Sub-licensees of Licensed Product(s) in the Territory, free of additional charge, as set forth herein. Upon written request from Licensee to be provided access to any such information, Ascendis shall provide such access to Licensee within a reasonable time frame, taking into account the development and regulatory activities conducted by or on behalf of Ascendis for the Licensed Products outside of the Territory. Ascendis hereby represents and warrants that, as of the Effective Date, it and/or its Affiliates Control all data and regulatory filings generated and/or filed by or on behalf of Ascendis or its Affiliates or other licensees with respect to the Licensed Product and Ascendis has the right to grant the right to access, reference and utilization to Licensee, its Affiliates and Sub-licensees thereto. During the Term, Ascendis and/or its Affiliates shall maintain the right to all data and regulatory filings generated and/or filed by or on behalf of Ascendis or its Affiliates or other licensees with respect to the Licensed Product (including by reserving the rights from any Third Party generating, filing and/or having rights to any and all such data and/or regulatory filings) so that Ascendis and/or its Affiliates retains Control of such data and regulatory filings and can grant the right to access, reference and utilization to Licensee, its Affiliates and Sub-licensees under this Section 6.2.

The Licensee hereby grants to Ascendis the right to access, reference and utilize any data (including clinical trial data) or regulatory filings generated and/or filed by or on behalf of the Licensee or its Affiliates or sublicensees (in each case, to the extent Controlled by Licensee or its Affiliates) with respect to Licensed Product(s) in connection with the development, Manufacturing and commercialisation by Ascendis, its Affiliates or other licensees of Licensed Product(s) outside the Territory, free of additional charge, as set forth herein. Upon written request from Ascendis to be provided access to any such information, Licensee shall provide such access to Ascendis within a reasonable time frame, taking into account the development and regulatory activities conducted by or on behalf of Licensee for the Licensed Products in the Field in the Territory. During the Term, Licensee and/or its Affiliates shall maintain the right to all data and regulatory filings generated and/or filed by or on behalf of Licensee or its Affiliates or Sub-licensees with respect to the Licensed Product (including by reserving the rights from any Third Party generating, filing and/or having rights to any and all such data and/or regulatory filings) so that Licensee and/or its Affiliates retains Control of such data and regulatory filings and can grant the right to access, reference and utilization to Ascendis, its Affiliates and other licensees under this Section 6.2.

The Licensee undertakes to comply, and to procure that its Sub-Licensees and contractors comply, with all requirements of Regulatory Authorities and/or Applicable Law and relevant guidance.

Ascendis shall provide assistance and information as reasonably requested by the Licensee in support of such regulatory activities[***].

Payments

Upfront

Research and development funding

Taxes

Interest

Records and Auditing

Each Party will maintain complete and accurate books, records and accounts used for the determination of any payment obligations under this Agreement, which books, records and accounts will be retained by such Party until [***] ([***]) years after the end of the period to which such books, records and accounts pertain. The Licensee shall make such books, records and accounts available to Ascendis for an additional [***] ([***]) years if reasonably available and required by the applicable tax authority.

Pharmacovigilance

After the execution of this Agreement, the Parties shall promptly, and in any event before the Licensee starts any clinical development activities, agree on the terms of a safety data exchange agreement (the “SDEA”) for the collection, reporting and exchange of safety information. The scope of the SDEA shall also include the Licensee’s Affiliates and Sub-Licensees, as applicable.

Each Party shall notify the other Party of any “serious adverse experience” or “unexpected adverse experience” (as defined below) and will manage the same, both in accordance with the terms of the SDEA. For the purpose of this Clause 9.2, “serious adverse experience” and “unexpected adverse experience” shall have the meaning assigned by relevant regulations (to the extent applicable). To the extent relevant regulations require harmonisation or are not applicable, then each of the foregoing terms shall be as defined in the SDEA.

Confidentiality

During the term of this Agreement, and for a period of [***] ([***]) years thereafter, the Licensee agrees to keep secret Ascendis’ Confidential Information, to use the same exclusively as permitted under this Agreement, and to disclose the same only to those of its employees, contractors, consultants, Affiliates and Sub-Licensees to whom and to the extent that such disclosure is reasonably necessary in order to exercise its rights and perform its obligations under this Agreement.

During the term of this Agreement, and for a period of [***] ([***]) years thereafter, Ascendis agrees to keep secret the Licensee’s Confidential Information, to use the same exclusively as permitted under this Agreement, and to disclose the same only to those of its employees, contractors, Affiliates, Sub-Licensees and licensees to whom and to the extent that such disclosure is reasonably necessary in order to exercise its rights and perform its obligations under this Agreement.

Each Party shall procure that all its employees, contractors, Affiliates and Sub-Licensees who have access to any Confidential Information of the other to which the obligations of Clauses 10.1 or 10.2 as the case may be apply, shall be made aware of, subject to, and comply with those obligations. Without limiting the foregoing, each Party shall take at least those measures it employs to protect its own confidential information of a similar nature to protect the other Party’s Confidential Information, but in any event no less than reasonable care.

The foregoing obligations of Clauses 10.1 and 10.2 shall not apply to any Confidential Information of the disclosing Party which:

prior to the recipient Party’s receipt thereof from the disclosing Party, was in the possession of the recipient Party without any breach of confidentiality and at its free disposal;

is subsequently lawfully disclosed to the recipient Party without any breach of confidentiality by an independent Third Party, and at the recipient Party’s free disposal;

is or becomes generally available to the public through no act or default of the recipient Party or its agents, contractors or employees; or

is independently developed by the receiving Party without the benefit of any Confidential Information disclosed hereunder, as demonstrated by documented evidence prepared contemporaneously with such independent development.

Notwithstanding the foregoing, a Party and its Affiliates and Sub-Licensees may use and disclose the Confidential Information of the other Party:

if it is required to be disclosed by law, regulation or action of any governmental agency or authority, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that the Party seeking to disclose the Confidential Information of the other Party: (i) promptly informs the other Party (prior to making any such disclosures, if practicable) and cooperates with the other Party in seeking a protective order or other appropriate remedy (including redaction); and (ii) whenever it is possible to obtain confidential treatment, request confidential treatment of such information;

as reasonably necessary to obtain or maintain any Regulatory Approval, including to conduct preclinical studies and clinical trials and for pricing approvals, for any Licensed Product, provided that, the disclosing Party shall use commercially reasonable efforts to limit disclosure of the Confidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; or

as reasonably necessary to exercise its rights or fulfil its obligations under this Agreement.

The Licensee and its Affiliates and Sub-Licensees may disclose the Confidential Information of Ascendis to contractors, consultants and other service providers in connection with the development or Manufacture of Licensed Product(s) under conditions of confidentiality at least as restrictive as those contained in this Clause 10 and/or as is standard for similar deals in the biotechnology industry.

If a Party concludes that a copy of this Agreement must be filed with the United States Securities Exchange Commission or other regulatory agency (“SEC”) (or equivalent foreign agency or a securities exchange), such Party will use all reasonable efforts to provide the other Party with a copy of this Agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, and to provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions. The filing Party will take such other Party’s reasonable comments into consideration before filing the Agreement.

Each Party (“Publishing Party”) shall submit to the other Party manuscripts, including abstracts, and texts of poster presentations and other external presentations containing the other Party’s Confidential Information at least [***] ([***]) days prior to presentation or submission for publication for purposes of allowing the other Party to comment on the manuscript or text; provided that the other Party may require the Publishing Party, by giving notice in writing to the Publishing Party within [***] ([***]) days of the receipt of such manuscript, abstract, text or other external presentations from the Publishing Party to redact certain information or delay submission for publication or presentation of such manuscript, abstract, text or other external presentation if, in the reasonable opinion of the other Party such delay is necessary in order to permit the filing of any patent application or to protect the other Party’s Confidential Information contained in such manuscript, abstract, text or other external presentation.

The Licensee, in accordance with its internal policies and procedures, shall have the right to publish all studies, clinical trials and results thereof on the clinical trial registries that are maintained by or on behalf of the Licensee. Ascendis shall not publish any studies, clinical trials or results thereof on its clinical trial registry, provided however, that Ascendis may include on Ascendis’ clinical trial registry a link to the Licensee’s clinical trial registry.

Notwithstanding the foregoing, each Party shall have the right to disclose the terms and conditions of this Agreement: (i) in confidence (i.e., pursuant to a written confidentiality agreement containing terms at least as stringent as those contained in this Agreement) to any bona fide potential or actual investor, investment banker, auditor, counsel, acquirer or merger target; and (ii) subject to the prior written consent of the other Party, such consent not to be unreasonably withheld, for the purpose of a public offering or private placement of shares and/or securities.

Intellectual Property

All Patents and Technical Information and other Intellectual Property owned or Controlled by a Party prior to the Effective Date shall remain owned or Controlled by the respective Party.

Ascendis and the Licensee acknowledge and agree that as between them:

Ascendis (or its Affiliates) shall own all right, title and interest in and to any and all Ascendis Patents (except for Ascendis Patents within the Joint Program IP), Ascendis Technical Information (except for Ascendis Technical Information within the Joint Program IP) and Ascendis Program IP;

the Licensee shall own all right, title and interest in and to any and all Licensee Program IP; and

the Licensee and Ascendis (or its Affiliates) shall each own an undivided fifty percent (50%) right, title and interest in and to any and all Joint Program IP. For the avoidance of doubt, subject to the licences granted under this Agreement, each Party shall be free to exploit, transfer or encumber its own interest in the Joint Program IP without the consent of, and without accounting to, the other Party. For those jurisdictions where a specific license is required for a joint owner of Joint Program IP to practice such Joint Program IP in such jurisdictions: (i) Ascendis hereby grants to Licensee a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up, transferable and sublicensable license under Ascendis’s right, title and interest in and to all Joint Program IP to use such Joint Program IP in accordance with the terms of this Agreement; and (ii) Licensee hereby grants to Ascendis a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up, transferable and sublicensable license under Licensee’s right, title and interest in and to all Joint Program IP to use such Joint Program IP in accordance with the terms of this Agreement. Each Party shall promptly notify the other Party after it first learns of the conception of a Joint Program IP by such Party, its employees, officers, or independent contractors, and provide the other Party with a detailed report of the underlying data, results, experimental procedures related to, and inventors of, such Joint Program IP.

Notwithstanding the foregoing, [***].

Prosecution, Maintenance and Defence

Subject to Clause 12.4, Ascendis shall, at its own expense and in its sole discretion, have the right to file, prosecute, maintain and defend the Ascendis Patents that are not Joint Program IP Patents (as defined in Clause 12.3(A) (including without limitation Licensed Product Patents as well as any Ascendis Patent claiming Ascendis Platform Technology that are not Joint Program IP Patents). Solely with respect to the Licensed Product Patents in the Territory that are not within the Joint Program IP, Ascendis will promptly provide the Licensee with drafts of all proposed filings and correspondence (including without limitation the initial application as well as any material correspondence with any Intellectual Property Office in the Territory related to any filings) in a manner that allows the Licensee a reasonable opportunity for review and comment (and in any event no less than [***] ([***]) days, if and when possible) before such filings are due. Ascendis will consider all of the Licensee’s reasonable suggestions, recommendations and instructions concerning the preparation, filing, prosecution, defence and maintenance of any such Patents (including without limitation any suggestion or recommendation [***]), provided that such reasonable suggestions, recommendations and instructions are provided to Ascendis within [***] ([***]) days of the Licensee receiving any such proposed filings and correspondence. If Ascendis does not wish to file, prosecute or maintain any such Licensed Product Patent which is not within the Joint Program IP, or if Ascendis wishes to allow any such Patent to lapse, in each case, solely within the Territory, then [***], Ascendis shall notify Licensee in writing of such decision at least [***] ([***]) days prior to any action relating to such Patent is required, and Licensee shall then have the option, at its sole discretion, to file, prosecute, and/or maintain such Patent, at its sole cost and expense.

Subject to Section 12.4, the Licensee shall, at its own expense and in its sole discretion, have the right to file, prosecute, maintain and defend any Patent within the Licensee Program IP. If Licensee does not wish to file, prosecute or maintain any such Patent within the Licensee Program IP, or if Licensee wishes to allow any such Patent to lapse, in each

Joint Program IP

Subject to Clause 12.4, the Prosecuting Party (as defined below) shall select outside patent counsel (“Outside Patent Counsel”) at its sole discretion to file, prosecute and maintain any Patent within the Joint Program IP in the joint names of the Parties (“Joint Program IP Patent”). [***] shall have the first right, at its sole expense and in its sole discretion, to engage Outside Patent Counsel to file, prosecute and maintain all Joint Program IP Patents, and [***] shall have the backup right to file, prosecute, and maintain such Joint Program IP Patents in the Territory in accordance with Clause 12.3(C). The Party that exercises its right to file, prosecute and maintain a particular Joint Program IP Patent in accordance with this Clause 12.3 shall be referred to as the “Prosecuting Party”.

With respect to Joint Program IP Patents, the Prosecuting Party will (or will cause Outside Patent Counsel to) promptly provide the other Party with drafts of all proposed filings and correspondence (including without limitation the initial application as well as any material correspondence with any Intellectual Property Office related to any filings) in a manner that allows the other Party a reasonable opportunity for review and comment (and in any event no less than [***] ([***]) days, if and when possible, before such filings are due). The Prosecuting Party will (or will cause Outside Patent Counsel to) consider all of the other Party’s reasonable suggestions, recommendations and instructions concerning the preparation, filing, prosecution, defence and maintenance of any such Joint Program IP Patents (including without limitation any suggestion or recommendation [***]), provided that such reasonable suggestions, recommendations and instructions are provided to the Prosecuting Party (or Outside Patent Counsel) within [***] ([***]) days of the other Party receiving any such proposed filings and correspondence.

If [***] as the Prosecuting Party elects: (1) not to file, prosecute or maintain a Joint Program IP Patent (whether in one or more jurisdictions); or (2) to allow any such Patent to lapse or become abandoned or unenforceable, in each case, in accordance with Clause 12.3(A), then [***] shall notify [***] in writing at least [***] ([***]) days prior to the lapse or abandonment of any such Patent. Thereafter, [***] may, but is not required to, undertake, at its sole expense and in its sole discretion, and using Outside Patent Counsel, the prosecution and maintenance of such Joint Program IP Patent, but solely within the Territory, and in such case, [***] shall become the Prosecuting Party with respect to such Patent in the Territory.

Notwithstanding any other provision of this Clause 12, [***]

The Parties agree to cooperate reasonably in the filing, prosecution and maintenance of all Patents as set forth under this Clause 12 including providing relevant Technical Information to the prosecuting Party (as determined in accordance with this Clause 12), obtaining and executing necessary powers of attorney and assignments by the named inventors, obtaining execution of such other documents which may be needed in the filing, prosecution and maintenance of each such Patent, and, as requested, updating each other regarding the status of each such Patent, and shall cooperate with the other Party so far as reasonably necessary with respect to furnishing all information and data in its possession and Control that is reasonably necessary to prosecute and maintain such Patents.

Enforcement of Patent Rights and Defence of Third Party Claims

Infringement by a Third Party

In the event of Ascendis or the Licensee becoming aware of any suspected infringement or any unauthorised use by a Third Party of any of the Ascendis Patents, Ascendis Technical Information, Ascendis Program IP, Licensee Program IP, and/or the Joint Program IP in the Field in the Territory, the Party becoming aware of the same shall promptly notify the other Party.

Where such suspected infringement or unauthorised use is of the Ascendis Patents or Ascendis Technical Information (including those within the Joint Program IP and/or Ascendis Program IP), in each case (i) outside the Territory, or (ii) inside the Territory but outside the Field, Ascendis shall, at its own expense, have the exclusive right, but not the obligation, to take or threaten any legal action that it deems appropriate to halt such suspected infringement and to retain any amounts recovered in respect of such suspected infringement or unauthorised use. Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee), provided such termination or settlement does not impose a liability (monetary or otherwise) on Licensee or limit the rights of Licensee under this Agreement, or otherwise materially impair Licensee’s rights in the relevant Ascendis Patent in each case without Licensee’s prior written consent.

Where such suspected infringement or unauthorised use is of the Ascendis Patents Ascendis Technical Information (including those within the Joint Program IP and/or any Ascendis Program IP), in each case in the Field in the Territory, the Licensee shall, at its own expense, have the first right, but not the obligation to take or threaten any legal action that it deems appropriate to halt such suspected infringement (provided that [***]). Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after the Licensee has recouped its expenses: the Licensee shall retain [***] percent ([***]%) and Ascendis shall retain [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of the Licensee (i.e., without the prior consent of Ascendis), provided such termination or settlement does not impose a liability (monetary or otherwise) on Ascendis or limit the rights of Ascendis under this Agreement, or otherwise materially impair Ascendis’s rights in the relevant Ascendis Patent in each case without Ascendis’s prior written consent.

If Ascendis wishes to take or threaten legal action and the Licensee has the first right to do so under Clause 13.1(C), but does not do so within [***] ([***]) days of becoming aware of potential infringement, then Ascendis may take or threaten such legal action and the Licensee shall, at Ascendis’ request, lend its name where necessary or desirable to proceedings relating to such action and provide reasonable assistance in such proceedings. In such circumstances, Ascendis shall control the conduct of the action but shall consult the Licensee in good faith with regard to significant decisions. Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after Ascendis has recouped its expenses: Ascendis shall retain an amount equal to [***] percent ([***]%) and the Licensee shall retain the remaining [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee).

Each Party shall provide to the Party enforcing any such rights under this Clause 13.1 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts and shall reasonably consider the other Party’s comments on any important aspects of such enforcement, including determination of litigation strategy and filing of important papers to the competent court.

Defence of Third Party Claims

In the event that the development or commercialisation of a Licensed Product results in action by a Third Party against a Party (or its Affiliates or Sub-Licensees) for infringement or unauthorised use of Intellectual Property or confidential information anywhere in the Territory, such Party shall promptly notify the other Party in writing.

Each Party (or its Affiliates or Sub-Licensees) against whom such action is brought shall: (i) have the right but not the obligation to defend such action; (ii) have the right to be represented by separate legal advisors; (iii) keep the other Party informed of, and assist and co-operate with the other Party in, any such action; and (iv) bear its own costs.

Warranties

Each Party warrants to the other Party that it:

is free to enter into this Agreement and to carry out its obligations hereunder without violating any obligation owed by it or any of its Affiliates to any Third Party;

shall not, during the existence of this Agreement, enter into any assignments, licences, obligations, charges or assignments, either written, oral or implied, which are or shall be inconsistent with this Agreement;

has obtained all necessary corporate approvals to enter into and execute this Agreement;

has never been debarred, disqualified or banned from practising medicine and that it is not under investigation by any Regulatory Authority for debarment, disqualification or any similar regulatory action in any country.

Ascendis represents and warrants to the Licensee that, as of the Effective Date, Ascendis:

Controls the Ascendis Patents and Ascendis Technical Information in the Field in the Territory;

has the right to grant to the Licensee the rights and licences granted to the Licensee under the terms and conditions of this Agreement,

has the right to provide and disclose to the Licensee the Ascendis Technical Information that it provides or discloses to the Licensee under the terms and conditions of this Agreement;

itself and its employees have not received notice of any actions, lawsuits, claims or arbitration or material adverse proceedings (other than on-going routine patent prosecution matters) in any way relating to the Ascendis Patents, Ascendis Technical Information or Ascendis Platform Technology; and

is not, to [***] its knowledge, aware that the use of Licensed Product Patents in Schedule 1, the Ascendis Patents existing as of the Effective Date, and/or Ascendis Technical Information listed in Schedule 2, for development or commercialisation of a Licensed Product infringes any Third Party’s Patent.

there are no patents, patent applications or Technical Information that are owned or in-licensed by Ascendis and/or its Affiliates that Ascendis and/or its Affiliates do not Control and are not included in the license granted to Licensee under this Agreement, which would be infringed by or would otherwise cover the development, manufacture and/or commercialization of the Licensed Product in the Field in the Territory. During the Term, Ascendis and/or its Affiliates shall maintain the Control of patents, patent applications and/or Technical Information that are then-owned or then-in-licensed by Ascendis and/or its Affiliates that would be infringed by or would otherwise cover the development, manufacture and/or commercialization of the Licensed Product in the Field in the Territory (including by reserving such rights from any Third Party carrying out the development, manufacture and/or commercialization of the Licensed Product on behalf of or under a license from Ascendis or its Affiliates) so that such patents, patent applications and/or Technical Information are included in the license granted to Licensee hereunder; provided, that for clarity this provision shall not be deemed to impose any obligation on Ascendis to obtain ownership or license rights to any patents, patent applications, Technical Information, or intellectual property rights of any Third Party.

EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIAL INFORMATION SUPPLIED BY IT TO THE OTHER PARTY HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Indemnification

Except as provided in Clause 15.2 below, the Licensee shall indemnify, defend and hold harmless Ascendis and its Affiliates, and their respective directors, officers, employees and agents (each an “Ascendis Indemnitee”) from and against all Losses arising out of or resulting from any Third Party Claims to the extent such Losses result from or arise out of: (a) the activities performed by the Licensee in connection with the exercise of its rights or obligations under this Agreement (including the exploitation of the Licensed Product(s) in the Territory); (b) breach by the Licensee of the representations and warranties provided in Clause 14; (c) gross negligence, recklessness or wilful misconduct by the Licensee; or (d) violation of Applicable Law by the Licensee. The indemnification obligations set forth in this Clause 15.1 shall not apply to the extent that any such Losses arising from such Third Party Claim arose or resulted from the events specified in Clause 15.2(a)-(d).

Except as provided in Clause 15.1 above, Ascendis shall indemnify, defend and hold harmless the Licensee, its Affiliates, and their respective directors, officers, employees and agents (each a “Licensee Indemnitee”) from and against all Losses arising out of or resulting from any Third Party Claims to the extent such Losses result from or arise out of: (a) the activities performed by Ascendis, its Affiliates, and Sublicensees in connection with the exercise of its rights or obligations under this Agreement, including the exploitation of the

In the event that an Ascendis Indemnitee or a Licensee Indemnitee, as applicable (hereinafter an “Indemnified Party”) seeks indemnification under this Clause 15, such Indemnified Party shall: (i) give prompt notice to the indemnifying Party of any such Third Party Claim; (ii) permit the indemnifying Party to assume direction and control of the defence of such Third Party Claim (including decisions regarding its settlement or other disposition, which may be made in the indemnifying Party’s sole discretion except as otherwise provided herein); (iii) assist the indemnifying Party at the indemnifying Party’s expense in defending such Third Party Claim; and (iv) not compromise or settle such Third Party Claim without the indemnifying Party’s prior written consent, which shall not be unreasonably withheld or delayed. The failure to deliver written notice to the indemnifying Party within a reasonable time after the commencement of any such Third Party Claim, to the extent prejudicial to its ability to defend such Third Party Claim, shall relieve the indemnifying Party of any obligation to the Indemnified Party under this Clause 15. The Indemnified Party may participate in the defence of such Third Party Claim through counsel of its choice, but the reasonable cost of such counsel shall be borne solely by the Indemnified Party. It is understood that only Ascendis or the Licensee may claim indemnity under this Clause 15 (on its own behalf or on behalf of its Indemnified Parties), and other Indemnified Parties may not directly claim indemnity hereunder. No compromise or settlement of any Third Party Claim may be effected by the indemnifying Party without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed), unless: (a) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Party; (b) the sole relief provided is monetary damages that are paid in full by the indemnifying Party; and (c) the Indemnified Party’s rights under this Agreement are not adversely affected. The Indemnified Party shall have no right to settle any such Third Party Claim without the prior written consent of the indemnifying Party (and any such settlement without the prior written consent of the indemnifying Party shall relieve the indemnifying Party of its obligations under this Clause 15), unless: (x) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnifying Party; (y) the sole relief provided is monetary damages that are paid in full by the Indemnified Party; and (z) the indemnifying Party’s rights under this Agreement are not adversely affected.

Limitation of Liability

Subject to Clause 16.2, neither of the Parties nor any of their Affiliates shall be liable to each other under any contract, negligence, strict liability or other legal or equitable theory for indirect, incidental, special, punitive, exemplary or consequential damages arising out of or resulting from this Agreement. The foregoing shall not limit:

the obligations of either Party from and against Third Party claims under Clauses 15.1 or 15.2 to the extent that such Third Party has been awarded such damages;

the liability of a Party as a result of its breach of Clause 10; or

the liability of either Party under Clause 2.3.

Neither Party limits or excludes its liability for fraud, fraudulent concealment or fraudulent misrepresentation, nor for death or personal injury arising from its negligence.

Ascendis and Ascendis Pharma A/S shall be jointly and severally liable for any liabilities incurred by or on behalf of Ascendis under this Agreement.

Term and Survival

This Agreement shall commence with effect from the Effective Date and shall continue for so long as a Valid Claim of an Ascendis Patent exists in the Territory, unless terminated earlier pursuant to Clause 18.

On the expiration or other termination of this Agreement each Party shall continue to be bound by Clauses 2.2 (solely in the event of expiration, or as it may be modified by Clause 19.3 in specified events of termination), 8 (Records and Auditing), 9.2 (Pharmacovigilance), 10 (Confidentiality), 11.1 and 11.2 (Intellectual Property), 15 (Indemnification), 16 (Limitation of Liability), 17 (Term and Survival), 19 (Effect of Termination), 20 (Dispute Resolution) and 21 (Miscellaneous).

Termination

Licensee termination for convenience

Right to Terminate for Material Breach

Right to Terminate for Bankruptcy

Right to terminate

Retention of rights upon Bankruptcy

Ascendis termination for Change of Control. Ascendis may terminate this Agreement as a whole, [***] written notice to Licensee, in the event of a Change of Control in favour of a Competitor.

Ascendis termination for Patent challenge.

Without limiting Clause 18.5(B), [***], Ascendis may terminate this Agreement as a whole effective upon thirty (30)-day written notice to the Licensee, if the Licensee or its Affiliates challenges [***] in a court the validity, [***] of any Ascendis Patent and such challenge is not withdrawn within such thirty (30)-day period, unless Ascendis or its Affiliates or any of its licensees has [***].

At any time during the Term, Ascendis may terminate this Agreement as a whole effective upon thirty (30)-day written notice to the Licensee, if the Licensee or its Affiliates challenges [***] in a court the validity, [***] of any (i) Ascendis Patent [***] or (ii) any Ascendis Patent [***], and in either case of (i) or (ii), such challenge is not withdrawn within such thirty (30)-day period, unless Ascendis or its Affiliates or any of its licensees has [***].

Effect of Termination

The termination of this Agreement shall be without prejudice to:

the obligation of the Licensee to pay to Ascendis all sums accrued, due and payable under Clause 7 as of the effective date of termination; and

any right of, or remedy available to, either Party against the other in respect of any action or omission hereunder prior to such termination.

Termination by the Licensee

For Convenience

the licences granted to Ascendis and its Affiliates under Clause 2.2 shall [***], except that [***], and [***];

Licensee shall transfer, or cause to be transferred, all [***] existing as of the effective date of such termination to Ascendis or its designee, [***], and Ascendis shall [***];

the licences granted to the Licensee under Clause 2.1 shall terminate as of the effective date of such termination;

[***]; and

obligations under Clause 2.3 shall cease for both Parties and their Affiliates.

For Ascendis’ breach or bankruptcy

the licence granted to the Licensee under Clause 2.1 (and all sublicenses granted thereunder) shall survive (along with all obligations associated therewith) in respect of any Ascendis Patents, Ascendis Technical Information, Ascendis Program IP and Ascendis’ and its Affiliates’ interest in Joint Program IP that exist as of the effective date of such termination;

the licence granted to Ascendis and its Affiliates under Clause 2.2 shall survive (along with all obligations associated therewith), in respect of the Licensee’s and its Affiliates’ interest in any Joint Program IP and Licensee Program IP that exist as of the effective date of such termination;

[***];

if the effective date of such termination is prior to the [***] anniversary of the Effective Date, unless otherwise agreed to by the Licensee, Ascendis’ obligations under Clause 5.1 shall survive until the [***] anniversary of the Effective Date; and

Ascendis’ and its Affiliates’ obligations under Clause 2.3(A) shall survive until the [***] anniversary of the effective date of such termination.

Termination by Ascendis

the licence granted to Ascendis and its Affiliates under Clause 2.2 shall [***], except that [***], and Ascendis [***];

Licensee shall transfer, or cause to be transferred, [***] existing as of the effective date of such termination to Ascendis or its designee, [***], and Ascendis shall [***];

[***];

obligations under Clause 2.3 shall cease for both Parties and their Affiliates; and

the licence granted to the Licensee under Clause 2.1 shall terminate as of the effective date of the termination.

Inventory at termination

Continuation of sub-licences

Return of Confidential Information

Dispute Resolution

Internal resolution

Any dispute, controversy or claim related to matters within the powers and authority of the JDC shall be resolved by the Parties in accordance with procedures set forth in Clause 4.6.

Except as otherwise expressly provided herein, including in Clause 20.1(A) above, in the event of any controversy, claim or other dispute arising out of or relating to compliance with this Agreement, or the validity, breach, termination or interpretation of this Agreement, such dispute shall be first referred to the Executives for resolution, prior to proceeding under the following provisions of Clause 20.2. A dispute shall be referred to the Executives upon one Party providing the other Party with written notice that such dispute exists, and the Executives shall attempt to resolve such dispute through good faith discussions. In the event that the Executives cannot resolve such dispute within [***] ([***]) days of such other Party’s receipt of such

Arbitration

Patent validity

Miscellaneous

General assurances

Unenforceability and severability

Assignments

Rights cumulative and other matters

The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.

No failure to exercise nor any delay in exercising by any Party to this Agreement of any right, power, privilege or remedy under this Agreement shall impair or operate as a waiver thereof in whole or in part.

No single or partial exercise of any right, power privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, powers, privilege or remedy.

Costs of preparation

Entire Agreement and variation

This Agreement, together with any documents referred to in it, constitutes the whole agreement between the Parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. All information related to the subject matter of this Agreement previously exchanged shall be protected under Clause 10 of this Agreement as if disclosed under this Agreement.

Each Party acknowledges that it has not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and, having negotiated and freely entered into this Agreement, agrees that it shall have no remedy in respect of any other such representation or warranty except in the case of fraud.

No variation of this Agreement shall be effective unless made in writing and signed by each of the Parties.

Notices and invoices

Any notice (which term shall in this Clause 21.7 include any communication) required to be given under this Agreement or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing in the English language.

Any such notice shall be addressed as provided in Clause 21.7(C) and may be:

personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address if it is delivered not later than 17.00 hours on a Business Day, or, if it is delivered later than 17.00 hours on a Business Day or at any time on a day which is not a Business Day, at 08.00 hours on the next Business Day;

sent by pre-paid registered airmail, or by air courier in which case it shall be deemed to have been given seven (7) Business Days after the date of posting in the case of registered airmail or two (2) Business Days after delivery to the courier, in the case of air courier;

sent by electronic mail, in which case it shall be deemed to have been given when sent from the electronic mail exchange, provided that any notice sent by electronic mail after 17.00 hours on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 08.00 on the next Business Day.

The addresses and other details of the Parties referred to in this Clause 21.7(C) are, subject to Clause 21.7(D):

Either Party to this Agreement may notify the other Party of any change to the address or any of the other details specified in Clause 21.7, provided that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later.

Invoices

Force Majeure

Relationship of the Parties

Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any Party the agent of any other Party for any purpose.

Subject to any express provisions to the contrary in this Agreement, neither Party shall have any right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other Party or bind the other Party in any way.

Counterparts

Third Party rights

Governing law

ASCENDIS PHARMA ENDOCRINOLOGY DIVISION A/S, (“Ascendis”), a company registered in Denmark with its registered office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; and

▇▇▇▇▇ PHARMACEUTICALS, a company registered under the laws of the Cayman Islands with its registered address at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇▇, Cayman Islands.

Signed by

for and on behalf of

ASCENDIS PHARMA

ENDOCRINOLOGY DIVISION A/S

Signed by

for and on behalf of

▇▇▇▇▇ PHARMACEUTICALS