On October 4, 2023, Astria Therapeutics, Inc. closed. (the “Company”) entered into a license agreement (“License Agreement”) with Ichnos Sciences SA and Ichnos Sciences Inc. (collectively, “Ichnos”), whereby Ichnos grants to the Company the exclusive rights (including to Ichnos and its affiliates), worldwide and sublicensable rights and licenses to certain patent rights and related know-how (“Licensed Intellectual Property”) to develop, manufacture and commercializing Ichnos’ OX40 portfolio. OX40’s portfolio includes Ichnos?

the patented OX40 antagonist monoclonal antibody, generically named telazorlimab and also referred to by Ichnos as ?ISB 830?, as well as the affinity-matured next-generation OX40 antagonist monoclonal antibody, referred to by Ichnos as ?ISB 830-X8?

and referred to by the Company as “Candidate STAR-0310” (collectively, the “Licensed Compounds”). The Company plans to develop candidate STAR-0310, developed with YTE’s half-life extension technology (and which the Company will refer to as STAR-0310), for atopic dermatitis (“AD?” ) and possibly for other allergies and allergic diseases. immunological disease.

STAR-0310 is currently in preclinical development. Ichnos also agreed not to develop or commercialize products that directly modulate the OX40 receptor. The Company agrees to use commercially reasonable efforts to develop, obtain regulatory approval, and commercialize at least one product containing the Licensed Compound (“Licensed Product”) in the United States, France, Germany, Italy, Spain, the United Kingdom, and Japan.

Under the terms of the License Agreement, the Company is obligated to pay Ichnos an upfront fee of $15.0 million, and in the aggregate up to $20.0 million upon achievement of certain development milestones, up to $70.0 million upon achievement of certain regulatory milestones and up to $215.0 million upon achievement of certain regulatory milestones. specific commercial milestones, each in three indications with respect to the first licensed product to achieve such milestones. The Company is also required to pay tiered royalties to Ichnos ranging from mid-single-digit to double-digit percentages on total annual net sales of all Licensed Products. The Company is obliged to pay royalties per Licensed Product and per country until (i) the end of the last valid claim covering the composition of the Licensed Product in the relevant country; (ii) expiration of the final legal exclusivity regarding the Licensed Product in the relevant country; and (iii) twelve years after the first commercial sale of the Licensed Product in such country (each, a “Royalty Term”).

Royalty rates may be reduced per Licensed Product and per country under certain conditions. Unless terminated earlier, the License Agreement will expire at the end of the last expired Royalty Term. Unless the License Agreement is terminated earlier, upon expiration of any applicable Royalty Term, Company will have a fully paid, irrevocable, perpetual license under the Licensed Intellectual Property to develop, manufacture, and commercialize each applicable Licensed Product in the country applicable.

Either party may terminate the License Agreement if the other party experiences default, after a general notice and cure period, or bankruptcy. Company may terminate the License Agreement for any reason upon providing 90 days written notice to Ichnos.