EX-10.1



 Exhibit 10.1 

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE
24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
 EXECUTION VERSION 

LICENSE, DEVELOPMENT, AND COMMERCIALIZATION AGREEMENT 

between 
 RESPIVERT LTD

 and 
 PULMATRIX,
INC. 

  
 1 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 TABLE OF CONTENTS 
  

					
	 TABLE OF CONTENTS
	  	 	2	 
		
	 BACKGROUND
	  	 	3	 
		
	 ARTICLE 1 DEFINITIONS
	  	 	3	 
		
	 ARTICLE 2 GRANT OF LICENSE RIGHTS
	  	 	11	 
		
	 ARTICLE 3 DEVELOPMENT OF LICENSED PRODUCTS
	  	 	12	 
		
	 ARTICLE 4 COMMERCIALIZATION OF LICENSED PRODUCTS
	  	 	13	 
		
	 ARTICLE 5 FINANCIALS AND REPORTING
	  	 	14	 
		
	 ARTICLE 6 CONFIDENTIALITY
	  	 	18	 
		
	 ARTICLE 7 PATENTS AND INTELLECTUAL PROPERTY
	  	 	20	 
		
	 ARTICLE 8 INDEMNIFICATION AND INSURANCE
	  	 	23	 
		
	 ARTICLE 9 TERM AND TERMINATION
	  	 	24	 
		
	 ARTICLE 10 REPRESENTATIONS AND WARRANTIES
	  	 	27	 
		
	 ARTICLE 11 DISPUTE RESOLUTION
	  	 	28	 
		
	 ARTICLE 12 MISCELLANEOUS PROVISIONS
	  	 	30	 
		
	 APPENDIX 1: RESPIVERT PATENTS
	  	 	35	 
		
	 APPENDIX 2: PRESS RELEASE
	  	 	47	 
		
	 APPENDIX 3: RESPIVERT MATERIALS
	  	 	49	 


  
 2 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 LICENSE, DEVELOPMENT, AND COMMERCIALIZATION AGREEMENT 

This license, development, and commercialization agreement is dated June 9, 2017 (“Effective Date”) and is between RESPIVERT LTD., a
company incorporated in England and Wales with company number 06032131, having its registered office at 50-100 Holmers Farm Way, High Wycombe, Buckinghamshire HP12 4EG, United Kingdom (“RespiVert”),
which is a subsidiary of Janssen Biotech, Inc., and PULMATRIX, INC., a Delaware company with its principal offices at 99 Hayden Avenue, Suite 390, Lexington, MA 02421 (“Pulmatrix”). 

BACKGROUND 
 RespiVert owns and controls
materials and technology related to narrow spectrum kinase inhibitor compounds. 
 Pulmatrix is interested in developing a pharmaceutical product using the
narrow spectrum kinase inhibitor compounds. 
 RespiVert desires to transfer its materials and exclusively license its technology to Pulmatrix, and
Pulmatrix desires to receive RespiVert’s materials and obtain the exclusive license from RespiVert. 
 In exchange for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties therefore agree as follows: 
 Article 1 

DEFINITIONS 

1.1    “Active Development” means that Pulmatrix, Sublicensee, or delegated Affiliate shall use
Commercially Reasonable Efforts (as defined below) in engaging in, or retaining a third- party to engage in, one or more of the following Development activities for the lead Licensed Product it has selected to Develop: formulation development,
study/protocol design activity, awaiting protocol approval from the applicable institutional review board or FDA, patient recruitment, patient treatment, data analysis, report writing for any clinical trial, regulatory file(s) being drafted or
pending, pricing or marketing approvals pending, manufacturing investment work, synthetic process development, drug synthesis, packaging development, manufacturing scale-up and validation, preclinical or in
vitro characterization and pursuing a go/no go decision awaited from the appropriate decision-maker(s) within Pulmatrix to initiate any of the preceding activities. 

1.2    “Active Pharmaceutical Ingredient (API)” means any substance or combination of substances
used in a finished pharmaceutical product, intended to furnish pharmacological activity or to otherwise have direct effect in the diagnosis, cure, mitigation, treatment or prevention of disease, or to have direct effect in restoring, correcting or
modifying physiological functions in human beings. 
 1.3    “Affiliate” means, with respect to
any person, any other person that directly or indirectly controls, is controlled by or is under direct or indirect common control with, such person. For purposes of this Section 1.2, the term “control” means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a person, whether 

  
 3 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 
through the ownership of voting securities, by contract or otherwise. Control of any person by another person shall be presumed if fifty percent (50%) or more of the securities or other ownership
interests representing the equity, the voting stock or general partnership interest of the first person are owned, controlled or held, directly or indirectly, by the other person, or by an Affiliate of the other person. A person, for the purpose of
this definition, means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof. 

1.4    “Agreement” means this agreement, including its schedules and Appendices, as the same may
be amended from time to time. 
 1.5    “Business Days” means any day other than Saturday or
Sunday on which commercial banks in New York, NY are open for business. 
 1.6    “Calendar
Quarter” means each three month period commencing on January 1, April 1, July 1, and October 1 of each Calendar Year; provided, however that the last Calendar Quarter under this Agreement will extend from the first day of such Calendar
Quarter until the effective date of the termination or expiration of this Agreement. 

1.7    “Calendar Year” means a calendar year commencing on January 1 and ending on
December 31 during the term of this Agreement; provided, however that the last Calendar Year under this Agreement shall extend from the first day of such Calendar Year until the effective date of the termination or expiration of this Agreement.

 1.8    “Change of Control” means a transaction or series of related transactions that result
in (a) the holders of outstanding voting securities of a Party immediately prior to such transaction ceasing to represent at least fifty percent (50%) of the combined outstanding voting power of the surviving entity immediately after such
transaction; (b) any Third Party (other than a trustee or other fiduciary holding securities under an employee benefit plan) becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities
of a Party; or (c) a sale or other disposition to a Third Party of all or substantially all of a Party’s assets or business. 

1.9    “Clinical Trial” means any research study of a therapeutic product with human subjects
designed to provide specific data to determine either or both the safety and efficacy of such product. 

1.10    “Combination Product” means any product containing (a) as a single formulation, two
or more APIs as components including (i) an API of a Licensed Product, as to which API proprietary rights are exclusively granted to Licensee under this Agreement, and (ii) one or more other APIs, or (b) in a single package or
container and intended for coordinated use, two or more products as components including (i) a Licensed Product containing a single API, and (ii) one or more other products for therapeutic administration or diagnostic use. 

1.11    “Commercialize” or “Commercialization” means any action directed to marketing,
promoting, distributing, importing or selling a pharmaceutical product, obtaining pricing or reimbursement approvals for that product and Clinical Trials of a Product conducted after Regulatory Approval for that Product, including label expansion,
pricing/reimbursement, epidemiological, modeling and pharmacoeconomic, voluntary post-marketing surveillance and health economics studies. 

  
 4 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 1.12    “Commercially Reasonable Efforts” means
the efforts required to carry out a task in a reasonably diligent and sustained manner without undue interruption, pause or delay; which level is at least commensurate with the level of efforts that a reasonably financed but otherwise similarly
situated company would devote to a product that is of high priority to such company and wherein the product is of similar economic value to the applicable Licensed Product, taking into account the product’s safety and efficacy, the
product’s proprietary position, pricing, reimbursement and other market-specific factors, and all other relevant commercial factors (including technical, scientific, clinical and food and drug law regulatory factors). 

1.13    “Compound(s)” shall mean RespiVert’s experimental narrow spectrum kinase inhibitor
compounds designated as RV568, RV1162 and RV7031 and their salts, isomers, enantiomers, different physical forms (including amorphous forms) and polymorphs. 

1.14    “Control” or “Controlled” means possession of the ability to grant a license or
sublicense of Patents, know-how or other intangible rights as provided for herein without violating the terms of any contract or other arrangements with any Third Party. 

1.15    “Currency Hedge Rate” means the rate that is calculated as a weighted average hedge rate
of the outstanding external foreign currency forward hedge contract(s) of Johnson & Johnson’s Global Treasury Services Center (“GTSC”) and its Affiliates with third party banks. 

1.16    “Development” or “Develop” means preclinical and clinical drug development
activities, including, among other things: test method development and stability testing, toxicology, formulation, process development, manufacturing scale-up, development-stage manufacturing, quality
assurance/quality control development, statistical analysis and report writing, clinical studies and regulatory affairs, product approval and registration. When used as a verb, “Develop” means to engage in Development. 

1.17 “Dollars” means the legal currency of the United States of America. 

1.18    “EMA” means the European Medicines Agency or any successor agency that is responsible for
reviewing applications seeking approval for the sale of pharmaceuticals in the European Union. 
 1.19 “Effective
Date” means the date of this Agreement as set forth above. 
 1.20    “European
Commission” means the European Commission or any successor agency that is responsible for granting marketing approvals authorizing the sale of pharmaceuticals in the EU. 

1.21    “European Union” or “EU” means the countries of the European Union, as the
European Union is constituted as of the Effective Date and as it may be modified from time to time. 

1.22    “FDA” means the United States Food and Drug Administration or any successor agency. 

  
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 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 1.23    “Field” means the diagnosis, treatment,
palliation, amelioration or prevention of (i) respiratory disease, condition, or symptom, and (ii) cancer or any related symptom, in humans or animals. “Respiratory disease, condition or symptom” is intended to include any
disease, condition, or symptom that is (a) related to the respiratory system; or (b) diagnosed, treated, palliated, ameliorated, or prevented by an active pharmaceutical ingredient delivered by the respiratory pathway, for example,
including oral or nasal inhalation. Notwithstanding the foregoing, the Field does not include diagnosis, treatment, palliation, amelioration or prevention of any gastrointestinal and/or ophthalmology indications in humans, but the Field does include
any cancer or related indication, including without limitation any tumor suppression-related indication, in oncology such as cancers of the gastrointestinal tract and eye. 

1.24    “First Commercial Sale” means, with respect to any Licensed Product, the first arm’s
length sale of such Product to a Third Party in a country of the Territory by a Party, its Affiliate(s), or Sublicensee(s) for use or consumption in such country following Regulatory Approval. “Treatment IND sales,” “named patient
sales” and “compassionate use sales” are not a First Commercial Sale in that country provided that such price received, if any, approximates or is less than the cost of the Licensed Product sold. 

1.25    “Improvements” means any modifications of a Compound (such as structural analogs),
whether individually or in a Combination Product, excluding any other aspect of the Licensed Products including dosage, formulation, and other such modifications. 

1.26    “IND” means an investigational new drug application filed with the FDA as more fully
defined in 21 C.F.R. §312.3, as amended from time to time, or its equivalent in any country. For purposes of this part, “IND” is synonymous with “Notice of Claim Investigational Exemption for a New Drug” and “FDA”
means the U.S. Food and Drug Administration. 
 1.27    “Indication” means a recognized disease
or condition as identified in an NDA or any supplement thereof for a Licensed Product. For the avoidance of doubt, a supplemental NDA shall be treated as corresponding to a separate Indication relative to the original NDA. 

1.28    “Information” means all information including, but not limited to, screens, assays,
models, inventions, practices, methods, knowledge, know-how, skill, experience, test data including pharmacological, toxicological and clinical test data, analytical and quality control data, marketing,
pricing, distribution, costs, sales, manufacturing secrets and procedures, secret processes, reports, plans, designs, prototypes, test results, working drawings, methods including testing methods, formulas, recipes, material and performance
specifications and current accumulated experience acquired as a result of technical research or otherwise, and patent and legal data or descriptions (to the extent that disclosure thereof would not result in loss or waiver of privilege or similar
protection) and methods as each of the foregoing relate to the Licensed Product and is Controlled by a Party or its Affiliates. 

1.29    “Know-How” means all Information, including but
not limited to, manufacturing trade secrets and procedures. 
 1.30    “Licensed Product” means
any Product or Combination Product in any form or formulation that the sale, manufacture, importation, or use, but for the license granted herein, would directly infringe, or contribute to or induce the infringement of a Valid Claim of a RespiVert
Patent. 

  
 6 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 1.31    “MAA” means a marketing authorization
application, or similar application: (a) submitted to the EMA in the European Union; or (b) submitted to a Regulatory Authority in the United Kingdom in the event the United Kingdom ceases to be subject to the jurisdiction of the EMA, for
instance as a consequence of its exit from the European Union. 
 1.32    “Manufacturing Cost”
means a supplier’s reasonable and necessary internal and third party costs incurred in manufacturing or acquisition of product, determined in accordance with supplier’s standard cost accounting policies that are in accordance with U.S.
generally accepted accounting principles and consistently applied across supplier’s manufacturing network to other products that supplier manufactures. 

1.33    “MHLW” means Japan’s Ministry of Health, Labor and Welfare, or any successor
government agency that is responsible for approving the sale of pharmaceuticals in Japan. 

1.34    “NDA” means a new drug application filed pursuant to 21 U.S.C. § 505(b)(1), as
amended from time to time, or equivalent submissions with similar requirements in other countries including all documents, data and other information concerning a Licensed Product which are necessary for or included in, FDA approval to market a
Licensed Product and all supplements and amendments, including supplemental new drug applications, that may be filed with respect to the foregoing as more fully defined in 21 C.F.R. §314.50 et. seq., as amended from time to time, or equivalent
submissions with similar requirements in other countries. 
 1.35    “Net Sales” means the
gross amounts invoiced on sales of a Licensed Product by Licensee, or any of its Affiliates or sublicensees to a Third Party purchaser in an arms-length transaction, less the following customary and commercially reasonable deductions, determined in
accordance with US generally accepted accounting principles and internal policies and actually taken, paid, accrued, allocated, or allowed based on good faith estimates, including the following deductions: 

 

	 	a.	trade, cash and/or quantity discounts, allowances, and credits, excluding commissions for commercialization; 

  

	 	b.	excise taxes, use taxes, tariffs, sales taxes and customs duties, and/or other government charges imposed on the sale of Licensed Product (including VAT, but only to the extent that such VAT taxes are not reimbursable
or refundable), specifically excluding, for clarity, any income taxes assessed against the income arising from such sale; 

  

	 	c.	compulsory or negotiated payments and cash rebates or other expenditures to governmental authorities (or designated beneficiaries thereof) in the context of any national or local health insurance programs or similar
programs; including, but not limited to, pay-for-performance agreements, risk sharing agreements as well as government levied fees as a result of the Affordable Care Act
to the extent that Pulmatrix reports this fee in their Net Sales in their audited financial statements.; 

  

	 	d.	rebates, chargebacks, administrative fees, and discounts (or equivalent thereof) to managed health care organizations, group purchasing organizations, insurers, pharmacy benefit managers (or equivalent thereof),
specialty pharmacy providers, governmental authorities, or their agencies or purchasers (including Medicaid), reimbursers, or trade customers, as well as amounts owed to patients through co-pay assistance
cards or similar forms of rebate to the extent the latter are directly related to the prescribing of the Licensed Product; 


  
 7 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


	 	e.	outbound freight, shipment and insurance costs to the extent included in the price and separately itemized on the invoice price; 

  

	 	f.	retroactive price reductions, credits or allowances actually granted upon claims, rejections or returns of Licensed Product, including for recalls or damaged or expired goods, billing errors and reserves for returns;


  

	 	g.	any invoiced amounts which are not collected by the selling party or its Affiliates, including bad debts; and 

  

	 	h.	any deductions in the context of payments that are due or collected significantly after invoice issuance. 


All aforementioned deductions shall only be allowable to the extent they are commercially reasonable by Licensee and shall be determined, on a
country-by-country basis, as incurred in the ordinary course of business in type and amount verifiable based on the Licensee and Affiliates’ reporting system. All
such discounts, allowances, credits, rebates, and other deductions shall be fairly and equitably allocated to Licensed Product and other products of the Licensee and its Affiliates and sublicensees such that Licensed Product does not bear a
disproportionate portion of such deductions. 
 The following dispositions are excluded from the Net Sales definition: 

 

	 	a.	Sales of Licensed Product by and between a Licensee and its Affiliates and Sublicenses are not sales to Third Parties and shall be excluded from Net Sales calculations for all purposes 


 

	 	b.	Sales of Licensed Product for the use in conducting clinical trials or other scientific testing of Licensed Product in a country shall be excluded from Net Sales calculations for all purposes. 


 

	 	c.	Compassionate and Named Patient Sales or sales on an Affordable Basis shall be excluded from Net Sales calculations for all purposes 


 

	 	d.	Any disposition of the Licensed Product as free samples, donations, patient assistance, test marketing programs or other similar programs or studies, shall be excluded from Net Sales calculations for all purposes.


 In the event Licensed Product(s) is a Combination Product, the Parties shall negotiate in good faith, at the latest 6 months before the
expected launch of such Combination Product, an allocation of Net Sales of such Combination Product to the respective API components or product components thereof, as the case may be, based on the fair market value of such components for the
purposes of determining a Licensed Product specific or licensed API specific allocated Net Sales. Payments related to such Combination Product under this Agreement, including royalty payments, will be calculated, due and payable based only on such
allocated Net Sales. 
  

	 	a.	 Net Sales for the determination of royalties of Combination Products (provided both products are New Chemical
Entities) will be calculated by multiplying Net Sales of such Combination Product by the fraction A/(A+B) where A is the Average Selling price of the Licensed Product component contained in the Combination Product, if sold separately or subject to
reasonable estimation, and B is the sum of the Average Selling prices of any other product components included in the Combination Product, if sold separately or subject to 



  
 8 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


	 	
reasonable estimation. If one of the products is not an NCE product, then the parties will mutually discuss and agree upon an appropriate economic determination to calculate royalties on such Net
Sales. 

 1.36    “OUS Approval” means receipt of regulatory approval for a
Product for the relevant indication outside of the US. 
 1.37    “Party” means Pulmatrix or
RespiVert, and “Parties” means Pulmatrix and RespiVert. 
 1.38    “Patents” shall
mean all patents and patent applications, including any continuations, continuations-in-part, divisions, provisionals or any substitute applications, any patent issued
with respect to any such patent applications, any reissue, reexamination, renewal or extension (including any supplemental patent certificate) of any such patent, and any confirmation patent or registration patent or patent of addition based on any
such patent, and all foreign counterparts of any of the foregoing. 
 1.39    “Phase IIb Clinical
Trial” means a clinical trial generally consistent with 21 CFR §312.21(b) that is required for receipt of Regulatory Approval of a Product and which is conducted to evaluate the effectiveness and the appropriate dose range of a Product for
a particular indication or indications in patients with the disease or condition under study and to determine the common short-term side effects and risks. 

1.40    “Phase III Clinical Trial” means a clinical trial generally consistent with 21 CFR
§312.21(c) that is required for receipt of Regulatory Approval of a Product and which is conducted after preliminary evidence suggesting effectiveness of the drug has been obtained, and are intended to gather additional information to evaluate
the overall benefit-risk relationship of the drug and provide an adequate basis for physician labeling. 

1.41    “Product” means any and all pharmaceutical compositions or preparations (in any and all
dosage forms), in final form, containing the Compound as an active ingredient either alone or in combination with one or more other active ingredients (Combination Product). 

1.42    “Pulmatrix Know-How” means Information that is (a) within the Control of Pulmatrix
upon termination of this Agreement under Section 9.2, 9.3 or 9.4, (b) not generally known to the public and (c) necessary or useful for RespiVert, its Affiliates or licensees to Develop or Commercialize Licensed Products. 

1.43    “Regulatory Approval” means approval and authorization, by governmental entities,
required for marketing and commercial sale of a Product in a country or region, such as an NDA or BLA in the United States, an MAA or BLA in the European Union and a JNDA or BLA in Japan. 

1.44    “Regulatory Approval Application” means an application for Regulatory Approval required
before Commercial sale or use of a Licensed Product in a regulatory jurisdiction. 

1.45    “Related Party” and “Related Parties” means each of Pulmatrix’s Affiliates
and permitted Sublicensees. 

  
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 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 1.46    “Regulatory Authority” means any
applicable government regulatory authority involved in granting Regulatory Approval in the Territory, including the FDA, EMA/European Commission and MHLW. 

1.47    “RespiVert Know-How” means Information that (a) RespiVert discloses to Pulmatrix
under this Agreement or under a separate confidentiality Agreement between the Parties, (b) is within the Control of RespiVert during the Term of the Agreement and (c) and that is not generally known to the public at the time it is
disclosed to Pulmatrix or its Affiliates including relevant test protocols for release assay testing of API and formulated API and regulatory materials. 

1.48    “RespiVert Materials” means the on-hand Compounds, physical API, formulated API bulk
material and on-hand intermediates required exclusively for manufacture of Compounds, in the quantities listed in Appendix 3. 

1.49    “RespiVert Patent” means the Patents listed in Appendix 1, and all pending or granted
members of the patent families of such listed Patents in any country in the Territory. Upon Respivert’s request, Appendix 1 will be updated by Pulmatrix to reflect changes due to prosecution, expiration, and/or abandonment, during the course of
this Agreement. 
 1.50    “Securities Act” shall mean the Securities Act of 1933, as amended.

 1.51    “Sublicensee” shall mean, with respect to a particular Licensed Product, a Third
Party to whom Pulmatrix has granted a license or sublicense under any RespiVert Know-How or RespiVert Patents to make, use or sell such Licensed Product. As used in this Agreement, “Sublicensee”
shall also include a Third Party to whom Pulmatrix has granted the right to distribute a Licensed Product. 

1.52    “Tax” or “Taxes” means any present or future taxes, levies, imposts, duties,
charges, assessments or fees of any nature (including any interest thereon). 
 1.53    “Term”
shall have the meaning ascribed thereto in Section 9.1. 
 1.54    “Territory” means the
entire world. 
 1.55    “Third Party” means any entity other than RespiVert or Pulmatrix and
their respective Related Parties. 
 1.56    “Third Party Know-How” means Information that
(a) RespiVert Controls but which is owned by a Third Party and (b) and that is not generally known to the public at the time it is disclosed to Pulmatrix or its Affiliates. Agreements between RespiVert and Third Parties covering the use of
Third Party Know-How consist solely of the Lonza License and the Morphosys License. 

1.57    “US” means the United States of America, including without limitation its territories and
possessions. 
 1.58    “Valid Claim” means: (a) any claim of an issued unexpired patent
that (i) has not been finally cancelled, withdrawn, abandoned or rejected by any administrative agency or other body of competent jurisdiction; (ii) has not been permanently revoked, or held invalid by a decision of a court or other body
of competent jurisdiction that is unappealable or unappealed within the 

  
 10 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 
time allowed for appeal; (iii) has not been rendered unenforceable through terminal disclaimer or otherwise; and (iv) is not lost through an interference proceeding that is unappealable
or unappealed within the time allowed for appeal, or (b) a claim of a pending patent application where such claim has been pending for a period of seven years or less. If a claim of a pending patent application that ceased to be a Valid Claim
under this sub-section (b) of this section later issues or grants as a patent within the scope of sub-section (a), then such claim is considered to be a Valid Claim
from the date of such issue or grant. 
 1.59    Additional Definitions. Each of the following
definitions is set forth in the Section of this Agreement indicated below: 
  

			
	 Definition
	  	 Section

	ANDA	  	7.4(d)
	Confidential Information	  	6.1
	Disclosing Party	  	6.1
	Receiving Party	  	6.1
	Licensee	  	9.4(b)
	Licensor	  	9.4(b)
	Losses	  	8.1(b)

 Article 2 

GRANT OF LICENSE RIGHTS 

2.1    License for Licensed Products. 

(a)    Subject to the terms and conditions of this Agreement, RespiVert hereby grants to Pulmatrix an exclusive license
under the RespiVert Patents and RespiVert Know-How to Develop, make, have made, use, sell, have sold, import, offer to sell and Commercialize Licensed Products in the Field in the Territory, with the right to
sublicense. Notwithstanding the foregoing grant, RespiVert reserves the right to use all RespiVert Patents and RespiVert Know-How to the extent necessary solely to fulfill its obligations under this Agreement.

 (b)    Pulmatrix may sublicense its rights to Licensed Product to Sublicensees without RespiVert’s prior written
approval after Pulmatrix completes a Phase I Clinical Trial of the Licensed Product; provided, however, that any such sublicense occurs pursuant to a written Agreement that subjects such Sublicensee to all relevant obligations, restrictions, and
limitations in this Agreement. Pulmatrix will, within ten (10) calendar days after execution of a sublicense, provide RespiVert with: (a) notice of each agreement with a sublicensee executed hereunder by Pulmatrix or any of its Affiliates,
(b) the name and address of each such sublicensee, and (c) a description of the rights granted to and the territory covered by each such sublicense. In addition, and notwithstanding the foregoing, Pulmatrix may, without the need for
approval by RespiVert, distribute Licensed Product through a Third Party, 

  
 11 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 
granting any necessary licenses or sublicenses using Third Party distributors. Pulmatrix shall be jointly and severally responsible with its Sublicensees and any delegated Affiliate for failure
by its Sublicensees and any delegated Affiliate to comply with, and Pulmatrix guarantees the compliance by each of its Sublicensees and delegated Affiliate with, all such applicable restrictions and limitations in accordance with the terms and
conditions of this Agreement. 
 (c)    Pulmatrix and RespiVert may extend their rights and perform any or all of their
obligations under this Agreement, through their Affiliates. 
 (d)    Pulmatrix shall not permit any Sublicensees to use
RespiVert Patents or RespiVert Know-How without provisions safeguarding confidentiality which are at least equivalent to those provided in this Agreement and Pulmatrix guarantees the compliance by each of its
Sublicensees with all such applicable provisions safeguarding confidentiality in accordance with the terms and conditions of this Agreement. 

Article 3 
 DEVELOPMENT OF LICENSED
PRODUCTS 
 3.1    Pulmatrix’s Right to Select Licensed Products. Pulmatrix shall be solely
responsible for and shall have the sole right to Develop the Licensed Product including making all Regulatory Approval Applications and obtaining and holding all Regulatory Approvals throughout the Territory, and shall use Commercially Reasonable
Efforts to do so. 
 3.2    Information Sharing. 

(a)    Pulmatrix shall provide a written update at least twice per Calendar Year regarding its Development activities,
which shall include, among other things, information related to progress, status and future plans. 
 (b)    Upon the
reasonable request of RespiVert, Pulmatrix shall make itself and its personnel available to discuss the aforementioned updates with RespiVert at an in-person meeting or via telephone conference, provided that
such requests occur no more than monthly unless the parties mutually agree otherwise. 

3.3    RespiVert’s Responsibilities. Pulmatrix acknowledges that RespiVert has discontinued all
work on Licensed Products. Therefore, RespiVert has no obligation to use any efforts to assist Pulmatrix in Pulmatrix’s Development activities relating to any Licensed Product other than RespiVert’s specific obligations hereunder and under
the Supply Agreement referred to below. RespiVert shall provide limited consulting to Pulmatrix, as available, through 31 December 2018. 

3.4    For the purpose of Development by Pulmatrix, RespiVert shall grant access to all RespiVert Know-How available. 
 (a)    RespiVert shall, promptly after the Effective Date,
provide access to Pulmatrix, at RespiVert’s cost: (i) the relevant IND/CTA file or equivalent, including requisite CMC module, and all regulatory correspondence pertaining to the Compounds; and (ii) assay protocols; and (iii) any
other Confidential Information, particularly Know-How, that is related to the Licensed Products and is in the possession of, or under the control of, RespiVert. 

  
 12 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 Article 4 

COMMERCIALIZATION OF LICENSED PRODUCTS 

4.1    Manufacture of Licensed Product. Pulmatrix shall be responsible for manufacturing and
supplying Licensed Products in the Territory by itself or through a Third Party manufacturer for Commercial sale of Licensed Product following receipt of Regulatory Approval on a
country-by-country basis in the Territory. Supplies for human Clinical Trials and related program required for Regulatory Approvals in the Territory shall be
manufactured, as needed, in accordance with current cGMP standards. 
 (a) Supply of Materials. 

(1)    The Parties shall negotiate an Agreement (the “Supply Agreement”) relating to the transfer, Manufacture
and supply of Compound which will include the following terms and conditions: 
  

	 	(A)	the transfer of Compound to Pulmatrix indicated in Appendix 3 as “Manufacturing Complete” and in quantities provided in Appendix 3, at no cost to Pulmatrix; 


 

	 	(B)	the Manufacture and supply of Compound indicated in Appendix 3 as “Manufacturing to be Completed” and in the quantities provided in Appendix 3, at Manufacturing Cost plus [****]; 


 

	 	(C)	the CMC and quality support and documentation necessary to label, package, release and ship the existing inventory cGMP finished drug Product and matching placebo vials to clinical trial sites and/or a corresponding
storage and distribution subcontractor of Pulmatrix’s choice (subject to Section 3.4(a)); and 

  

	 	(D)	the agreement of RespiVert and any other necessary Affiliate to permit Pulmatrix to audit RespiVert or its applicable Affiliate (including Janssen) during business hours upon reasonable notice regarding compliance with
GMP requirements during the manufacture, shipping, storage, or other handling of raw and finished materials related to manufacture of the Licensed Products or any component thereof. 


4.2    Commercial Responsibilities. Pulmatrix agrees to use Commercially Reasonable Efforts to
Commercialize Licensed Products and to cause the commercial launch of Licensed Products in the US and at least one EU country within six (6) months of Regulatory Approval in each of the US or EU, respectively. 

4.3    Pulmatrix’s Marketing Obligations For Licensed Products. All business decisions,
including, without limitation, the design, sale, price and promotion of Licensed Products under this Agreement and the decisions whether to market any particular Licensed Product shall be within the sole discretion of Pulmatrix. 

  
 13 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 4.4    Trademarks. Pulmatrix shall select its own
trademarks under which it will market the Licensed Products, and no right or license is granted to RespiVert hereunder with respect to such trademarks. 

Article 5 
 FINANCIALS AND
REPORTING 
 5.1    License Fee. In partial consideration for the rights and
licensed granted by RespiVert to Pulmatrix under this Agreement, Pulmatrix shall pay $1,000,000 (one million US dollars) within thirty (30) days after the Effective Date. Such amount shall be
non-refundable and non-creditable against any further amounts owed by Pulmatrix to RespiVert. 

5.2    Development Milestone Payments. The following milestones shall become due and payable by
Pulmatrix to RespiVert when any Licensed Product hereunder first achieves each of the following Development milestones, each of (1) through (4) a “Milestone Event”: 

(a) 
  

					
	 (1)    First dosing of a patient in a Phase IIb Clinical Trial for a Licensed
Product
	  	 	$1,000,000	 
	 (2)    First dosing of a patient in a Phase III Clinical Trial for a Licensed
Product
	  	 	[****]	 
	 (3)    First FDA Regulatory Approval of a Licensed Product in the US for any
Indication
	  	 	[****]	 
	 (4)    First OUS Regulatory Approval of a Licensed Product for any
Indication
	  	 	[****]	 

 (b) All Development Milestone Payments in respect to each Licensed Product are cumulative such that once a
given milestone is achieved all of the preceding Development Milestone Payments will become due unless they have been paid, with the exception of Milestone Events (3) and (4) that must be achieved independently for the Milestone Payment to be
due for each. For the avoidance of doubt, if FDA regulatory approval is achieved based on Phase II Clinical Trial results, milestones payments under Section 5.2(a)(3) will be payable upon such regulatory approval. Additionally, for the
avoidance of doubt, if a Licensed Product is dropped and another pursued, no milestone will be due a second time. 

5.3    Commercial Milestone Payments. In addition to any other payments stated in this Article 5,
Pulmatrix shall make the following Commercial milestone payments to RespiVert, each (a) through (c) a “Milestone Event”: 
  

					
	 (a)    First Calendar Year in which annual worldwide Net Sales of all Licensed
Products exceed [****]
	  	 	[****]	 
	 (b)    First Calendar Year in which annual worldwide Net Sales of all Licensed
Products exceed [****]
	  	 	[****]	 
	 (c)    First Calendar Year in which annual worldwide Net Sales of all Licensed
Products exceed [****]
	  	$	80,000,000	 


  
 14 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 5.4    Milestone Payments are payable only once upon the
initial achievement of the associated Milestone Event. Pulmatrix shall promptly provide RespiVert with written notice upon the achievement of each of the Milestone Events and will pay each associated Milestone Payment within ten (10) days after
achievement of the Milestone Event in the case of Milestone Events in Section 5.2 and within forty-five (45) Business Days of the end of the Calendar Quarter in the case of Milestone Events in Section 5.3. If more than one Milestone Event occurs in
the same Calendar Year, then Pulmatrix will need to pay the milestone amount for each of the milestone events in such Calendar Year. For example, if in a Calendar Year the Net Sales have increased from $400,000,000 to $1,000,000,000 then Pulmatrix
would make a milestone payment to RespiVert of [****]. If RespiVert believes any milestone payment is due in spite of not having received notice from Pulmatrix, it will so notify Pulmatrix and provide to Pulmatrix the data and information supporting
its belief. Pulmatrix will have 30 days after receipt of the data and information from RespiVert to address RespiVert’s notification. If upon receipt of Pulmatrix’s answer to RespiVert’s notification, RespiVert still believes such
milestone payment is due it may use the procedure set forth in section 11.1 to resolve the issue. 

5.5    Royalty Rate for Licensed Products Developed and Commercialized by Pulmatrix. Pulmatrix will
pay RespiVert royalties on aggregate Net Sales by Pulmatrix or its Related Parties (including Sublicensees) of all Products in each Calendar Year as set forth below. 
  

					
	 (1) For aggregate Net Sales in a Calendar Year of all Licensed Products less than or equal to
[****]
	  	 	6	% 
	 (2) For aggregate Net Sales in a Calendar Year of all Licensed Products greater than [****]and
less than or equal to [****]
	  	 	8	% 
	 (3) For aggregate Net Sales in a Calendar Year of all Licensed Products greater than
[****]
	  	 	10	% 

 5.6    Third Party Licenses. In the event that Pulmatrix requires a
license from a Third Party to Develop and/or Commercialize a Licensed Product, Pulmatrix shall be entitled to set off any royalties paid under such a Third Party license against royalties payable to RespiVert under this Agreement. However, royalties
payable to RespiVert shall not be reduced more than fifty percent (50%). 
 5.7    Currency
Restrictions. Except as herein provided in this Article 5, all royalties shall be paid in US dollars. If, at any time, legal restrictions prevent the prompt remittance of part of or all of the royalties with respect to any country where Licensed
Products are sold, Pulmatrix shall have the right and option to make such payments by depositing the amount thereof in local currency to RespiVert’s accounts in a bank or depository in such country. 

  
 15 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 5.8    Royalty Period. The royalty payments set
forth in Section 5.5 above shall be payable for each Licensed Product on a product-by-product and
country-by-country basis from the date of First Commercial Sale of such Licensed Product in such country until the later of: (a) ten (10) years from the date of
First Commercial Sale of a Licensed Product in such country; (b) until the last to expire of any Valid Patent Claim of the RespiVert Patent rights and, but for the licenses granted herein, would be infringed by such sale of such Licensed
Product; or (c) expiration of Regulatory Exclusivity granted by a Regulatory Authority. Once Pulmatrix has paid RespiVert for the full term of the periods of time set forth in (a), (b), and (c) above for a Licensed Product on a country-by- country basis, it shall have a perpetual, irrevocable, paid up, no fee, exclusive royalty-free license pursuant to Sections 2.1 and 2.1 under RespiVert Know-How.

 5.9    Additional Sublicensing Compensation. In the event that Pulmatrix grants an exclusive
sublicense under Section 2.1(b) prior to the start of a Phase 3 trial then, in addition to the Milestone Payments and Royalties due under Sections 5.2, 5.3, and 5.5, Pulmatrix shall also pay RespiVert [****]of all compensation received from its
sublicensee that are incremental to any Milestone payment that may still be due or has already been paid by Pulmatrix prior to the grant of such sublicense. In the event that Pulmatrix grants an exclusive sublicense under Section 2.1(b) for an
oncology Indication at any time then, in addition to the Milestone payments and Royalties due under Sections 5.1, 5.2, 5.3 and 5.5, Pulmatrix shall also pay RespiVert [****] of all compensation received from its sublicensee that are incremental to
any Milestone payment that may still be due or has already been paid by Pulmatrix prior to the grant of such sublicense. 

5.10    Mode of Payment. Except as provided in Section 5.7, all payments to be made by
Pulmatrix to RespiVert under this Agreement shall be made in US Dollars and shall be paid by bank wire transfer in immediately available funds to such bank account in the United States or elsewhere as may be designated in writing by RespiVert from
time to time. 
 5.11    Quarterly Royalty Reports. Pulmatrix shall promptly provide RespiVert
with written notice upon the achievement of each of the Milestone Events listed in Sections 5.2 and 5.3. During the term of this Agreement following the First Commercial Sale of a Product in any country, Pulmatrix shall furnish to RespiVert a
quarterly written report, as of the end of each Calendar Quarter, showing (i) the Net Sales of each Product in each country in the world during the reporting period; (ii) the royalties payable under this Agreement on account of those Net
Sales and the basis for calculating those royalties; and (iii) the exchange rates and other methodology used in converting into U.S. Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales. Pulmatrix
will provide such reports to RespiVert no later than the thirtieth (30th) day following the last day of each Calendar Quarter. Royalties shown by each royalty report to have accrued during the Calendar Quarter are due and payable to RespiVert on the
thirtieth (30th) day following the end of such Calendar Quarter. Pulmatrix will keep complete and accurate records in sufficient detail to enable the royalties payable to be determined and the information provided to be verified by RespiVert’s
accounting firm pursuant to Section 5.12. 
 5.12    Currency Conversion. With respect to Net
Sales of Licensed Product in a currency other than U.S. Dollar, such amounts and the amounts payable shall be expressed in their U.S. Dollar equivalent calculated using the following methodology: 

  
 16 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 For the upcoming calendar year, RespiVert shall provide: 1) a Currency Hedge Rate(s) to be
used for the local currency of each country of the Territory and 2) the details of such Currency Hedge Rate(s) in writing to Pulmatrix not later than ten business days after the Currency Hedge Rate(s) are available from the GTSC or its Affiliates,
which is customarily at the end of October. Such Currency Hedge Rate(s) will remain constant throughout the upcoming calendar year. Pulmatrix shall use the Currency Hedge Rate(s) to convert Net Sales to U.S. Dollars for the purpose of calculating
royalties and commercial milestones. 
 5.13    Net Sales and Royalty Forecasts. Beginning with
the Calendar Quarter prior to which First Commercial Sale is expected to occur for each Licensed Product and for so long as Pulmatrix is required to make royalty payments to RespiVert in respect to such Licensed Product, Pulmatrix shall provide
RespiVert with non-binding estimated twelve month rolling forecasts and royalty payments, updated on a Calendar Quarter basis, of aggregated Net Sales of each Licensed Product forecasted to be sold in the
Territory. Such information shall be provided for informational purposes only. Such estimates shall be consistent, to the extent possible, with the information Pulmatrix uses for its own internal planning purposes and Pulmatrix shall respond to
Respivert’s reasonable questions regarding such information. 
 5.14    Audit. Pulmatrix
shall maintain complete and accurate Financial Records of the sales of Licensed Products and calculation of corresponding royalties in sufficient detail to permit RespiVert to confirm the accuracy of Pulmatrix’s Financial records related to the
royalty calculations and calculation of Net Sales. Financial Records under this Agreement shall be open during reasonable business hours upon reasonable advance notice for a period of four (4) Calendar Years. for examination. Upon the written
request of RespiVert but not more often than once each year, at RespiVert’s expense, Pulmatrix shall permit an independent public accounting firm of national prominence selected by RespiVert and acceptable to Pulmatrix to have access during
normal business hours upon reasonable advance notice to those records of Pulmatrix as may be reasonably necessary for the sole purpose of verifying the accuracy of the Net Sales report, the royalty calculation and Sales Milestones conducted by
Pulmatrix pursuant to this Agreement. 
 (a)    Pulmatrix shall include in each sublicense or Commercialization
Agreement entered into by it pursuant to this Agreement, a provision requiring, among others, the Sublicensee or Commercialization partner to keep and maintain adequate financial records pursuant to such sublicense or Commercialization Agreement and
to grant access to such records by the aforementioned independent public accountant for the reasons specified in this Agreement. 

(b)    The report prepared by such independent public accounting firm, a copy of which shall be sent or otherwise provided
to Pulmatrix by such independent public accountant at the same time as it is sent or otherwise provided to RespiVert, shall contain the conclusions of such independent public accountant regarding the audit and will specify whether the amounts paid
to RespiVert pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment, and the basis for such finding. 

(c)    If such independent public accounting firm’s report shows any underpayment, Pulmatrix shall remit or shall
cause its Sublicensees or Commercialization partners to remit to RespiVert within 30 days after Pulmatrix’s receipt of such report, (i) the amount of such underpayment with interest due and (ii) if such underpayment exceeds five
percent (5%) of the total amount owed for the Calendar Year then being audited, the reasonable and necessary fees and expenses of such independent 

  
 17 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 
public accountant performing the audit, subject to reasonable substantiation thereof. If such independent public accounting firm’s report shows any overpayment, Pulmatrix shall receive a
credit equal to such overpayment against the royalty otherwise payable to RespiVert. 

5.15    Interest Due. In case of any delay in payment by Pulmatrix to RespiVert not resulting from
Force Majeure (as described in Section 12.7), interest at the annual rate of: one- twelfth (1/12) of the Prime Rate (as reported by JP Morgan Chase & Co.) plus three percent (3%), assessed from the due date of the payment shall be due
from Pulmatrix. 
 5.16    Tax Withholding. 

(a)    Pulmatrix will make all payments to RespiVert under this Agreement without deduction or withholding for Taxes
except to the extent that any such deduction or withholding is required by law in effect at the time of payment. 

(b)    Any tax required to be withheld on amounts payable under this Agreement will be paid by Pulmatrix on behalf of
RespiVert to the appropriate governmental authority, and Pulmatrix will furnish RespiVert with proof of payment of such tax. 

(c)    Pulmatrix and RespiVert will cooperate with respect to all documentation required by any taxing authority or
reasonably requested by Pulmatrix to secure a reduction in the rate of applicable withholding Taxes. 
 (d)    If
Pulmatrix had a duty to withhold Taxes in connection with any payment it made to RespiVert under this Agreement but Pulmatrix failed to withhold, and such Taxes were assessed against and paid by Pulmatrix, then RespiVert will indemnify and hold
harmless Pulmatrix from and against such Taxes (including interest). If Pulmatrix makes a claim under this Section (d), it will comply with the obligations imposed by Section 5.16(b) as if Pulmatrix had withheld Taxes from a payment to
RespiVert. 
 (e)    All amounts in this Agreement are stated to be exclusive of VAT and other sales, use or indirect
Taxes, which may be due on any invoice. If any such Taxes are payable on the payments under this Agreement (including for the avoidance of doubt any payments in kind whether for the grant of the licences hereunder or otherwise) then Pulmatrix shall
be responsible for the payment of such taxes to RespiVert following receipt of a valid tax invoice from RespiVert. 
 Article 6 

CONFIDENTIALITY 

6.1    Confidentiality Obligations. The Parties agree that, for the term of
this Agreement and for five (5) years thereafter, either Party that receives Information (a “Receiving Party”) and other confidential and proprietary information and materials furnished to it by the other Party (a “Disclosing
Party”) pursuant to this Agreement or any Information developed during the term of this Agreement (collectively “Confidential Information”), shall keep confidential and shall not publish or otherwise disclose and shall not use for any
purpose (except as expressly permitted hereunder) such Confidential Information, except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was already known to the Receiving Party, other than
under an obligation of confidentiality from the Disclosing Party; (b) was generally 

  
 18 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 
available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or otherwise part of the
public domain after its disclosure which was other than through any act or omission of the Receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the Receiving Party by a Third Party; (e) can be shown by
written records to have been independently developed by the Receiving Party without reference to the Confidential Information received from the Disclosing Party and without breach of any of the provisions of this Agreement; or (f) is
information that the Disclosing Party has specifically agreed in writing that the Receiving Party may disclose. 

6.2    Written Assurances and Permitted Uses of Confidential Information. 

(a)    Each Party shall inform its employees and consultants who perform work under this Agreement of the obligations of
confidentiality specified in Section 6.1, and all such persons shall be bound by obligations of confidentiality substantially similar to those set forth herein. 

(b)    The Receiving Party may disclose Confidential Information to the extent the Receiving Party is compelled to
disclose such information by a court or other tribunal of competent jurisdiction, provided, however, that in such case the Receiving Party shall give prompt notice to the Disclosing Party so that the Disclosing Party may seek a protective order or
other remedy from said court or tribunal. In any event, the Receiving Party shall disclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable
efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal. 

(c)    To the extent it is reasonably necessary or appropriate to fulfill its obligations and exercise its rights under
this Agreement, either Party may disclose Confidential Information to its Affiliates and sublicensees (including potential sublicensees) on a need-to-know basis on
condition that such Affiliates and sublicensees agree to keep the Confidential Information confidential for the same time periods and to the same extent as such Party is required to keep the Confidential Information confidential under this
Agreement, and to any regulatory authorities to the extent reasonably necessary to obtain Regulatory Approval. 

(d)    To the extent that disclosure of RespiVert Confidential Information is to consultants, contract research
organizations, potential clinical trial sites, clinical trial sites, clinical investigators, subcontractors of any of the foregoing and any other necessary Third Parties who are or are anticipated to become directly involved in the design and
conduct of a Clinical Trial, the data safety monitoring and advisory board relating to such Clinical Trial, and regulatory agencies such as the FDA, EMA or other health authorities working with the sponsor of such Clinical Trial, Pulmatrix shall use
Commercially Reasonable Efforts to obtain a confidentiality period of five (5) years following the expiration or earlier termination of any consultancy Agreement, confidential disclosure Agreement, clinical trial Agreement or any other
Agreement necessary for the design and conduct of a Clinical Trial and analysis and interpretation of data obtained in such Clinical Trial. 

(e)    The existence and the terms and conditions of this Agreement that the Parties have not specifically agreed to
disclose pursuant to this Section 6.2 shall be treated by each Party as Confidential Information of the other Party. 

6.3    Publication. Each Party shall submit any proposed scientific publication containing
Confidential Information of the other Party relating to its Development and/or Commercialization 

  
 19 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 
activities relating to Licensed Products at least thirty (30) days in advance of submission of an abstract of a proposed publication, if any, and again at least thirty (30) days in
advance of submission of the scientific publication, to allow such other Party to review such planned public disclosure, extendable by another thirty (30) days upon request to permit a Party to prepare and file for additional patent protection
before any such public disclosure. The reviewing Party will promptly review such publication and make any objections that it may have to the publication of the Confidential Information contained therein. Should the reviewing Party make an objection
to the publication of the Confidential Information or require its modification, then the Parties will discuss the merits of publishing and any such modifications; provided, however, that in any case, no publication of Confidential Information of the
other Party shall take place under this Section without the other Party’s prior written approval thereof or unless the obligations of confidentiality as to such Confidential Information shall be waived or disclosure of Confidential Information
of the other Party is authorized under this Article 6. 
 6.4    Publication of Clinical Trial
Results. In connection with the licenses hereunder, RespiVert agrees that it will, and it will cause any of its Affiliates to agree to, permit Pulmatrix and its Affiliates to register and publish Development data as required by law or industry
best practices, and otherwise comply with all terms therein, notwithstanding the provisions of Sections 6.1 and 6.3. 

6.5    Public Announcements. A press release, deemed agreed upon by the Parties, is attached to this
Agreement as Appendix 2. Neither Party shall originate any publicity, news release or public announcements, written or oral, whether to the public or press, stockholders or otherwise, relating to this Agreement, including its existence, the subject
matter to which it relates, performance under it or any of its terms, to any amendment hereto or performances hereunder without the prior written consent of the other Party, save only such announcements that are required by law to be made or that
are otherwise agreed to by the Parties. Such announcements shall be brief and factual. If a Party decides to make an announcement required by law, it shall give the other Party at least five (5) business days advance notice, where possible, of
the text of the announcement so that the other Party shall have an opportunity to comment upon the announcement. To the extent that the receiving Party reasonably requests the deletion of any information in the materials, the disclosing Party shall
delete such information unless, in the opinion of the disclosing Party’s legal counsel, such Confidential Information is legally required to be fully disclosed. 

Article 7 
 PATENTS AND
INTELLECTUAL PROPERTY 
 7.1    Improvements. Improvements, and any Patents relating to any
Improvements, by Pulmatrix or its sublicensees are prohibited under this Agreement without the prior written consent of RespiVert. 

7.2    Ownership; Inventions. Pulmatrix shall own and retain all rights, title, and interest in and
to inventions created by Pulmatrix after the Effective Date. RespiVert shall have no license, right, or interest whatsoever in or to any and all such Pulmatrix inventions, except as expressly set forth in this Agreement. 

  
 20 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 7.3    RespiVert Patent Prosecution and
Maintenance. During the term of the Agreement, Pulmatrix shall, through counsel mutually agreed by the Parties and, at Pulmatrix’s expense, prepare, file, prosecute and maintain RespiVert Patents. Pulmatrix will, directly or via its
counsel, consult with RespiVert and keep RespiVert informed of all material matters relating to the preparation, filing, prosecution and maintenance of RespiVert Patents including copying RespiVert on all correspondence sent to and received from
every patent office in every jurisdiction that relates to RespiVert Patents. Notwithstanding the foregoing, Pulmatrix shall have the option to abandon the prosecution of individual RespiVert Patents upon not less than thirty (30) days’
notice to RespiVert, at which point RespiVert shall have the right to prepare, file, prosecute and maintain such abandoned RespiVert Patent as RespiVert’s expense, and Pulmatrix shall cooperate with RespiVert as reasonably necessary to
facilitate a smooth transition of such activities. 
 7.4    Infringement. 

(a)    Notice. If the development, manufacture, use, sale, offer to sell, importation, or any other
commercialization of any Licensed Product results in a claim or a threatened claim by a Third Party against a Party hereto for patent infringement or for inducing or contributing to patent infringement (“Infringement Claim”), the Party
first having notice of an Infringement Claim shall promptly notify the other in writing. The notice shall set forth the facts of the Infringement Claim in reasonable detail. 

(b)    Defense. Pulmatrix will have the right, but not the obligation, to defend any suit resulting from an
Infringement Claim at its expense. RespiVert will cooperate and assist Pulmatrix in any such litigation at Pulmatrix’s expense. RespiVert may participate in, but not control, the defense of any such matter with counsel of its choice at its own
expense. 
 (c)    Settlement. In the event that the development, manufacture, use, sale, offer for sale,
importation, or any other commercialization of the Licensed Product in a country would infringe a Third Party Patent and a license to such Third Party Patent is available, and Pulmatrix in its sole discretion seeks such a license, the Parties agree:

  

	 	(i)	Pulmatrix shall be responsible for all costs associated with acquiring such Third Party license; and 

  

	 	(ii)	Pulmatrix shall use Commercially Reasonable Efforts to obtain required licenses under the Third Party Patents. For the avoidance of doubt, Pulmatrix shall have sole discretion to determine whether any offered terms of
such Third Party license are commercially reasonable and whether to enter into such a Third Party license. 


(d)    ANDA Notices. RespiVert shall inform Pulmatrix of any certification regarding any RespiVert
Patent Rights it has received pursuant to either 21 U.S.C. §§355(j) or its successor provisions or any similar provisions in a country in the Territory other than the United States and shall provide Pulmatrix with a copy of the
certification within ten days of receipt. 
  

	 	(i)	Pulmatrix shall have the first right, but not the obligation, to bring infringement proceedings in connection with the matters described in the preceding subsections of this Section. If Pulmatrix decides not to bring
infringement proceedings against the entity making such a certification, Pulmatrix shall give notice to RespiVert of its decision not to bring suit within twenty-one (21) days after receipt of notice of
such certification. 


  
 21 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


	 	(ii)	RespiVert may then, but is not required to, bring suit against the party that filed the certification. 

  

	 	(iii)	Any suit shall either be in the name of Pulmatrix or in the name of RespiVert, or jointly in the name of Pulmatrix and RespiVert, as may be required to effectively institute and maintain such suit. Each Party hereby
agrees to be named a party to and to join such suit, at the other Party’s expense, if needed to institute or maintain such suit. 

  

	 	(iv)	For purposes of this Section, the Parties agree to execute the legal papers necessary for the prosecution of any such suit as may be reasonably needed. 


(e)    Each Party shall promptly give the other Party notice of (i) any infringement of a RespiVert Patent or
(ii) any misappropriation or misuse of RespiVert Know-How, that may come to a Party’s attention. With respect to infringement of the RespiVert Patents or misappropriation of the RespiVert Know-How that is not covered under subsection (d) of this Section 7.3, Pulmatrix shall have the first right but not the obligation, to initiate and prosecute any such legal action at its own expense and in
the name of RespiVert and Pulmatrix (or just RespiVert or just Pulmatrix if the laws of the jurisdiction so dictate). Pulmatrix shall promptly inform RespiVert if it elects not to exercise that right with respect to RespiVert Patent Rights and
RespiVert shall thereafter have the right at its sole cost to initiate and prosecute such action in the name of Pulmatrix and, if necessary, RespiVert. Each Party shall have the right to be represented by counsel of its own choice and at its own
expense. Irrespective of which Party prosecutes the action, it shall keep the other Party reasonably informed of strategic decisions and shall consider comments furnished by the other Party in good faith. 

7.5    Patent Term Extensions. RespiVert hereby authorizes Pulmatrix to (a) provide in any NDA
a list of patents which includes RespiVert Patents that relate to such Product and such other information as Pulmatrix believes is appropriate; (b) commence suit for infringement of RespiVert Patents under § 271(e) (2) of Title 35 of
the United States Code; and (c) exercise any rights that may be exercisable by RespiVert as patent owner under the Act, including without limitation, applying for an extension of the term of any patent included in RespiVert Patents. In the
event that applicable law in any country provides for the extension of the term of any patent included among RespiVert Patents, such as under the Act, the Supplementary Certificate of Protection of the Member States of the European Union and other
similar measures in any other country, RespiVert shall apply for and use its reasonable efforts to obtain such an extension or, should the law require Pulmatrix to so apply, RespiVert hereby gives permission to Pulmatrix to do so. Pulmatrix and
RespiVert agree to cooperate with one another in obtaining such extension. RespiVert agrees to cooperate with Pulmatrix or its sublicensee, as applicable, in the exercise of the authorization granted herein and shall execute such documents and take
such additional action as Pulmatrix may reasonably request in connection therewith, including, if necessary, permitting itself to be joined as a Party in any suit for infringement brought by Pulmatrix hereunder. 

7.6    Validity of Licensed Patents. In the event that a declaratory judgment action alleging
invalidity of any of the RespiVert Patents is brought against either Party, Pulmatrix shall have the right, but not the obligation, to assume the sole defense of the action at its own expense. 

  
 22 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 
Pulmatrix shall keep RespiVert informed of the progress of any such declaratory judgment action that it defends and will consider comments furnished by RespiVert in good faith. If Pulmatrix
elects not to assume such defense, RespiVert may assume sole defense at its own expense. 

7.7    Recovery. In the event of any monetary recovery in any infringement litigation under this
Article 7, regardless of which Party prosecutes the claim(s), all such monetary recovery will be paid first to compensate the Party or Parties prosecuting the claim(s) for its or their reasonable attorney’s fees and documented out-of-pocket costs, and then any remainder will be allocated as follows: (i) if the monetary recovery is based upon Pulmatrix’s lost profits, then the recovery shall be treated as Net Sales for purposes
of any payments owed to RespiVert under Sections 5.3 and 5.5; or (ii) if the recovery is based upon the allocation of a reasonable royalty, or on any other basis, then the Party that initiated and litigated the action shall receive 75% of such
recovery, and the remaining 25% shall be allocated to the other Party, and none of the recovered amounts will be counted as Net Sales. 

Article 8 
 INDEMNIFICATION AND
INSURANCE 
 8.1    Indemnification. 

(a)    RespiVert agrees to indemnify, defend and hold Pulmatrix and its Affiliates harmless against any action, claims,
damages, injuries, losses, costs and expenses (including reasonable attorney’s fees and disbursements) arising from or alleged or claimed to arise from personal injury, death or property sustained by any person resulting from any intentionally
wrongful act or omission or gross negligence or sole negligence arising after the Effective Date of RespiVert or its employees or agents for any material breach by RespiVert or its Affiliates of RespiVert’s obligations under this Agreement. For
the avoidance of doubt, this obligation includes indemnification for any materials that cause injury to any person that are transferred to Pulmatrix by RespiVert or its Affiliates, regardless of the time of manufacture. 

(b)    Pulmatrix shall indemnify, defend and hold RespiVert, and their agents, employees and directors (“RespiVert
Indemnitees”) harmless from and against any and all liability, damage, claim, loss, cost or expense, including reasonable attorneys’ fees, including any claim of patent infringement (“Losses”), resulting directly from the
manufacture, use, handling, storage, sale or other disposition of Licensed Products by Pulmatrix or its Sublicensees, distributors and agents, except to the extent such Losses result from the gross negligence or willful misconduct of the RespiVert
Indemnitees. 
 (c)    Except as provided in Section 8.1(a), Pulmatrix agrees to indemnify, defend and hold
RespiVert and its Affiliates harmless against any action, claims, damages, injuries, losses, costs and expenses, including reasonable attorney’s fees and disbursements, arising from or alleged or claimed to arise from personal injury, death or
property sustained by any person, except to the extent resulting from any intentionally wrongful act or omission or gross negligence or sole negligence of RespiVert, its Affiliates, or their employees or agents, or any material breach by Pulmatrix
of its obligations under this Agreement. 
 8.2    Indemnification Procedure. Upon the assertion
of any such claim or suit, the indemnitee shall promptly notify the indemnitor thereof and shall permit the indemnitor to assume 

  
 23 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 
direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) and shall cooperate as requested (at the expense of indemnitor) in
the defense of the claim. The Indemnitee shall not settle any such claim or suit without the prior written consent of the indemnitor, unless they shall have first waived their rights to indemnification hereunder. 

8.3    Insurance. Beginning no later than the First Commercial Sale, Pulmatrix shall maintain
commercial general liability insurance including coverage for product liability in amounts not less than [****]per occurrence an annual aggregate and naming RespiVert as additional insured. Such insurance shall include worldwide coverage. During any
clinical trials Pulmatrix shall maintain clinical trial insurance fully compliant with regulations in those territories where clinical trials are conducted. All insurance companies must be rated A or better in the most recent A.M. Best’s Rating
Guide. The minimum amounts of insurance shall not be construed to create a limit of Pulmatrix liability with respect to its indemnification under this Agreement, provided that Pulmatrix’s liability will be limited in all respects under
this Agreement as set forth in Section 8.4. Pulmatrix shall provide RespiVert with written evidence of such insurance upon request and shall provide RespiVert with thirty (30) days prior written notice in the event of cancellation.
Pulmatrix shall maintain such commercial general liability insurance including product liability insurance during the period of commercialization and for a period of not less than five years thereafter. 

8.4    Limitations on Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY LOSS OF PROFITS, REVENUE AND EXPECTED SAVINGS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES SUFFERED BY THE OTHER PARTY HOWEVER CAUSED. This Section will not apply to any breach of Article 6 nor to any indemnification owed Licensor RespiVert for personal injury under Section 8.1(c). 

Article 9 
 TERM AND TERMINATION

 9.1    Term. This Agreement shall commence on the Effective Date and shall remain in effect
until the expiration of Pulmatrix’s obligation to pay royalties for all Licensed Products, unless earlier terminated as provided in this Article 9. 

9.2    Termination of this Agreement by Pulmatrix
for any Reason. Pulmatrix may terminate this Agreement for any reason upon one hundred twenty (120) days advance written notice to RespiVert. In such case, Pulmatrix shall pay to RespiVert within
thirty (30) days of such termination: (i) any outstanding fees and expenses including non-cancellable amounts incurred and due to RespiVert for any services rendered up to the date of termination;
(ii) all reasonable direct costs including any non-cancellable amounts incurred by RespiVert to complete activities associated with such termination; and any payments which have accrued and become payable
under Section 5 and Pulmatrix shall also be subject to the provisions of Section 9.5 herein. 

9.3    Termination for Breach. The failure by a Party to comply with any
of the material obligations contained in this Agreement shall entitle the other Party to give notice to have the default cured or terminate this Agreement if such failure is not subject to cure. If such default is not cured within sixty
(60) days after the receipt of such notice, or if by its nature such default 

  
 24 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 
could not be cured within sixty (60) days, the notifying Party shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other
remedies that may be available to it, to terminate this Agreement. Pulmatrix’s failure to maintain a Licensed Product in Active Development or failure to engage in Active Development or use Commercially Reasonable Efforts to Develop or
Commercialize the Licensed Product pursuant to this Agreement shall constitute a material breach of this Agreement, provided, however, that in the event of a good faith dispute with respect to the existence of a material breach or cure thereof, the
sixty (60) day cure period shall be tolled until such time as the dispute is resolved pursuant to Article 11 herein and any cure required by such resolution has not been timely completed. 

9.4    Termination / Attempted Termination for Bankruptcy or
Insolvency. 
 (a)    By Pulmatrix. If (i) Pulmatrix makes any general assignment for the
benefit of its creditors; (ii) a petition is filed by or against Pulmatrix, or any proceeding is initiated against Pulmatrix as a debtor, under any bankruptcy or insolvency law; (iii) Pulmatrix petitions for or acquiesces to the
appointment of any receiver, trustee, or any similar officer to take possession, custody, or control of all or any part of Pulmatrix’s assets or property; or (iv) Pulmatrix commences under the laws of any jurisdiction any proceeding
involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors, or becomes a party to any proceeding or action of the type
described above, Pulmatrix shall provide immediate written notice thereof to RespiVert and RespiVert may terminate this Agreement in its entirety (including the licenses granted herein) on or after the receipt of such written notice and Pulmatrix
shall also be subject to the provisions of Section 9.5 herein. 
 (b)    All rights and licenses granted by
RespiVert (“Licensor”) or any other applicable successor licensor under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11, U.S. Code (the “Bankruptcy
Code”), licenses of rights to “intellectual property” as defined in the Bankruptcy Code. The Parties agree that Pulmatrix (“Licensee”) and its Affiliates and any sublicensees, shall retain and may fully exercise and
enforce all of its respective rights and elections under the Bankruptcy Code, including in the event any proceeding shall be instituted by or against Licensor seeking to adjudicate Licensor as bankrupt or insolvent, or seeking liquidation, winding
up, reorganization, arrangement, adjustment, protection, relief or composition of Licensor or Licensor’s debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking an entry of an order for relief
or the appointment of a receiver, trustee or other similar official for Licensor or any substantial part of Licensor’s property, or Licensor shall take any action to authorize any of the foregoing actions (each a “Proceeding” for this
Section 9.4(b)). 
 Licensor hereby agrees that in the event of any such Proceeding during the term of this Agreement, and anytime
thereafter with respect to the irrevocable license to Licensor’s Know-How under Section 5.8, to create and provide current copies to Licensee or, if not amenable to copying, detailed descriptions or other appropriate embodiments, of all
such intellectual property. In any event, Licensee will have (x) the right to a complete duplicate of (or complete access to, as appropriate) all intellectual property (as defined in the Bankruptcy Code) and embodiments of intellectual property,
which shall be promptly delivered to Licensee upon any rejection of this Agreement by or on behalf of Licensor, upon written request therefor by Licensee; and (y) the right to continue to commercialize the Licensed Products using
Licensor’s Patent Rights and Know-How granted under this Agreement, and all versions and derivatives thereof to which Licensee would otherwise have been entitled under this Agreement, in accordance with the terms and conditions of this
Agreement. 

  
 25 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 All rights, powers, and remedies of each licensee provided under this Section 9.4 are in
addition to and not in substitution for any and all other rights, powers, and remedies now or hereafter existing at law or in equity in the event of any such commencement of a bankruptcy proceeding by or against the applicable licensor. 

9.5    Effect of Termination. In the event of termination by Pulmatrix under Section 9.2
or by RespiVert under Section 9.3 or 9.4(a): (i) all rights licensed herein shall revert to RespiVert; (ii) Pulmatrix shall, at its own expense, promptly provide RespiVert with all inventory, data (including clinical data) and results
pertaining to Licensed Products; (iii) Pulmatrix will, at its own expense, promptly assign or transfer to RespiVert all trademarks and trademark applications (notwithstanding Section 4.4 herein), filings with regulatory authorities
concerning Licensed Products, including, without limitation, Regulatory Approval Applications upon receipt of payment from RespiVert equal to the costs incurred for such filings on
country-by-country basis; (iv) at Respivert’s sole discretion, Pulmatrix shall provide RespiVert with its requirements (to the extent of quantities on hand) at
Pulmatrix’s reasonable cost, or as to which Pulmatrix has the right to acquire upon reimbursement or pre-payment at RespiVert’s sole cost) of Licensed Product, for a period of time, not to exceed six (6) months, reasonably sufficient
for RespiVert to find an acceptable (at RespiVert’s sole discretion) alternative source of both clinical and Commercial supply of Licensed Product; and (v) Pulmatrix shall grant RespiVert a worldwide license in the Field to (a) all data
related to the Compounds that it possesses and that has been developed under this Agreement, and (b) any Pulmatrix Patents and Pulmatrix Know-How that, respectively, cover or are directed to the Licensed
Products that are Developed under this Agreement, but expressly excluding Pulmatrix’s iSPERSETM technology and any such Pulmatrix Patents and Know-How that relate thereto, and expressly
excluding any other Pulmatrix technology and intellectual property rights existing before the Effective Date. In the event of such termination under this Section 9.5, Pulmatrix also agrees to negotiate in good faith with RespiVert regarding
a royalty-bearing worldwide license of rights in the Field to use Pulmatrix’s technology and intellectual property rights, including any of the expressly excluded rights set forth above in Section 9.5(v)(b), solely as directly related to
the Licensed Products and as necessary for RespiVert to commercialize the Licensed Products. 

9.6    No Waiver. The right of a Party to terminate this Agreement, as provided in this Article 9,
shall not be affected in any way by its waiver or failure to take action with respect to any prior default. 

9.7    Consequences of Termination. Except as otherwise provided herein (including without
limitation the irrevocable license to Pulmatrix under Section 5.8), upon termination of this Agreement by Pulmatrix under Section 9.2, or by RespiVert under Section 9.3 or 9.4(a), all remaining records and materials in
Pulmatrix’s possession or control containing RespiVert’s Confidential Information, shall promptly be returned to RespiVert. Upon such termination, one copy of such records may be retained by legal counsel for Pulmatrix. 

9.8    Survival of Obligations. The termination or expiration of this Agreement shall not
relieve the Parties of any obligations accruing prior to such termination, and any such termination shall be without prejudice to the rights of either Party against the other. The provisions of Sections 2.1 (except in the case of termination by
RespiVert under Section 9.3 or 9.4), Section 5.8 (license to RespiVert Know-How), Article 6, Article 8, this Section 9.8, Article 11, and Article 12 shall survive any termination of this
Agreement. 

  
 26 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 9.9    Termination Not Sole Remedy. Except
as set forth in Section 9.3, termination is not the sole remedy under this Agreement and, whether or not termination is effected, all other remedies will remain available except as agreed to otherwise herein. 

Article 10 
 REPRESENTATIONS AND
WARRANTIES 
 10.1    Authority. Each Party represents and warrants that as of the Effective Date,
it has the full right, power and authority to enter into this Agreement and that this Agreement has been duly executed by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable in accordance with its terms. 

10.2    No Conflicts. Each Party represents and warrants that the execution, delivery and
performance of this Agreement by such Party does not conflict with any Agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any law or regulation of any court, governmental body or
administrative or other agency having jurisdiction over it. 
 10.3    No Existing Third Party
Rights. Each Party represents and warrants that it has not, and during the term of the Agreement will not, grant any right to any Third Party relating to its respective technology in the Field which would conflict with the rights granted to the
other Party hereunder. 
 10.4    Control of Know-How.
RespiVert and Pulmatrix each represent and warrant that it owns or Controls all of the rights, title and interest in and to the RespiVert Know-How and the Pulmatrix
Know-How, respectively. 
 10.5    Intellectual Property
Representations by RespiVert. RespiVert represents and warrants that: 
 (a)    each of the Patents and the Know-How being licensed to Pulmatrix is exclusively owned by RespiVert, is in good standing, and is not subject to any litigation or administrative proceeding, including without limitation opposition, re-examination, reissue, or post-issuance PTO review proceeding including interference, IPR, PGR, or related proceedings; 

(b)    no notice has been received from a third party by RespiVert or its Affiliates regarding any of the Patents or
Compounds being licensed to Pulmatrix under this Agreement; and 
 (c)    to its knowledge, there are no third party
patents in any country that would be infringed by making, having made, using, offering for sale, selling, or importing, the Compounds being licensed under this Agreement. 

10.6    Disclaimer of Warranties. EXCEPT AS SET FORTH ABOVE, RESPIVERT MAKES NO REPRESENTATIONS AND
EXTENDS NO WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS LICENSED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

10.7    Continuing Representations. The representations and warranties of each Party contained in
this Article 10 shall survive the execution and delivery of this Agreement and shall remain true and correct at all times during the Term with the same effect as if made on and as of such later date. 

  
 27 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 10.8    Business
Non-Compete. RespiVert represents, warrants, and covenants that, during the Term of this Agreement, it has not and will not, and it will ensure its Affiliates do not, engage in the development or
commercialization of any of the Compounds that RespiVert owns or otherwise has rights to, including other compounds disclosed in the Patents listed on Appendix 1, in the Field, nor permit nor assist any RespiVert licensee or sublicensee or successor-in-interest or other third party to engage in such development or commercialization during the Term of this Agreement. 

Article 11 
 DISPUTE RESOLUTION

 11.1    Resolution of Disputes. The Parties shall
negotiate in good faith and use reasonable efforts to settle any dispute, controversy or claim arising from or related to this Agreement or the breach thereof. If the Parties initially are unable to resolve a dispute despite using reasonable efforts
to do so, either Party may, by written notice to the other, have the dispute referred to their respective senior management designated below or their respective successors, for attempted resolution by negotiation in good faith. The attempted
resolution will take place no later than thirty (30) days following receipt of such notice. The designated management (each designated representative, an “Executive Officer”) are as follows: 

 

			
	For Pulmatrix:    	 	Ted Rad
		 	99 Hayden Avenue, Suite 390
		 	Lexington, MA 02421
		 	Email: traad@pulmatrix.com
		
	For RespiVert:	 	Mats Olsson
		 	 Janssen Research & Development UK 50-

100 Holmers Farm Way

		 	 High Wycombe
 Buckinghamshire

HP12 4DP

		 	United Kingdom
		
		 	Email: molsson1@its.jnj.com

 (a)    If the Parties are unable to resolve the dispute, controversy or claim within
thirty (30) days following the day on which one Party provides written notice of the dispute to the other in accordance with section 11.1, and a Party wishes to pursue the matter, each such dispute, controversy or claim that is not an Excluded
Claim will be finally resolved by mediation followed by binding arbitration as set forth below. As used in this section, the term “Excluded Claim” means a dispute, controversy or claim that concerns the validity or infringement of a
patent, trademark or copyright. 

  
 28 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 11.2    Mediation. The Parties shall first attempt
in good faith to resolve any Dispute by confidential mediation in accordance with the then current Mediation Procedure of the International Institute for Conflict Prevention and Resolution (“CPR Mediation Procedure”)
(www.cpradr.org) before initiating arbitration. The CPR Mediation Procedure controls, except where that Procedure conflicts with these provisions, in which case these provisions control. The mediator will be chosen pursuant to the CPR Mediation
Procedure. The mediation will be held in New York, New York. 
 (a)    Either Party may initiate mediation by written
notice to the other of the existence of a Dispute. The Parties will select the mediator within twenty (20) days of the notice and the mediation will begin promptly after the selection. The mediation will continue until the mediator or either
Party, declares in writing, no sooner than after the conclusion of one full day of a substantive mediation conference attended on behalf of each Party by a senior business person with authority to resolve the Dispute, that the Dispute cannot be
resolved by mediation. In no event, will mediation continue more than sixty (60) days from the initial notice by a Party to initiate meditation unless the Parties agree in writing to extend that period. 

(b)    Any period of limitations that would otherwise expire between the initiation of mediation and its conclusion is
extended until twenty (20) days after the conclusion of the mediation. 

11.3    Arbitration. If the Parties fail to resolve the Dispute in mediation, and a Party desires to
pursue resolution of the Dispute, the Dispute will be submitted by either Party for resolution in arbitration pursuant to the then current CPR Rules for Non-Administered Arbitration of International
Disputes (“CPR Rules”) (www.cpradr.org), except where they conflict with these provisions, in which case these provisions control. CPR is designated as the Neutral Organization for all purposes. The arbitration will be conducted in
English and held in New York, New York. All aspects of the arbitration will be treated as confidential. 
 (a)    The
arbitrators will be chosen from the CPR Panels of Distinguished Neutrals, unless a candidate not on the CPR Panel is approved by both Parties. Each arbitrator must be a lawyer with at least fifteen (15) years’ experience with a law firm or
corporate law department of over twenty- five (25) lawyers or who was a judge of a court of general jurisdiction. To the extent that the Dispute requires special expertise, the Parties will so inform CPR prior to the beginning of the selection
process. 
 (b)    The arbitration tribunal will consist of three arbitrators, chosen in accordance with Rules 5.3 and 6
of the CPR Rules. If, however, the aggregate award sought by the parties is less than $5 million and equitable relief is not sought, a single arbitrator will be chosen in accordance with Rules 5.3 and 6 of the CPR Rules. 

(c)    Candidates for the arbitrator position(s) may be interviewed by representatives of the Parties in advance of their
selection, provided that all Parties are represented. 
 (d)    The Parties will select the arbitrator(s) within
forty-five (45) days of initiation of the arbitration. The hearing will be concluded within nine (9) months after selection of the arbitrator(s) and the award will be rendered within sixty (60) days of the conclusion of the hearing,
or of any post-hearing briefing, which briefing will be completed by both sides within forty-five (45) days after the conclusion of the hearing. In the event the Parties cannot agree upon a schedule, then the arbitrator(s) shall set the
schedule following the time limits set forth above as closely as practical. 

  
 29 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 (e)    The arbitrator(s) will be guided, but not bound, by the IBA Rules
on the Taking of Evidence in International Commercial Arbitration (www.ibanet.org). 
 (f)    The hearing will be
concluded in ten (10) hearing days or less. Multiple hearing days will be scheduled consecutively to the greatest extent possible. A transcript of the testimony adduced at the hearing will be made available to either Party. 

(g)    The arbitrator(s) shall decide the merits of any Dispute in accordance with the law governing this Agreement,
without application of any principle of conflict of laws that would result in reference to a different law. The arbitrator(s) may not apply principles such as “amiable compositeur” or “natural justice and equity.” 

(h)    The arbitrator(s) shall render a written opinion stating the reasons upon which the award is based. The
arbitrator(s) may award the costs and expenses of the arbitration as provided in the CPR Rules, but each bears its own attorney fees 

(i)    The award may be entered and enforced in any court of competent jurisdiction. If a court is called upon to enforce
an award in a court proceeding, the Parties consent to the court’s requiring the party resisting enforcement to pay the reasonable attorney’s fees and costs incurred in that proceeding by the Party seeking enforcement. 

(j)    Any Party may seek emergency, interim, or provisional relief prior to the appointment of the arbitrator(s) from any
court of competent jurisdiction, without waiver of the Agreements to mediate and arbitrate. After appointment of the arbitrator(s), any request for emergency, interim, or provisional relief shall either be addressed to the arbitrator(s), which shall
have the power to enter an interim award granting relief using the standards provided by applicable law, or to a court, but only with the permission of the arbitrator(s). Any interim award of the arbitrator(s) may be enforced in any court of
competent jurisdiction. 
 (k)    EACH PARTY WAIVES: (1) ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY, (2) WITH THE
EXCEPTION OF RELIEF MANDATED BY STATUTE, ANY CLAIM TO PUNITIVE, EXEMPLARY, MULTIPLIED, INDIRECT, CONSEQUENTIAL OR LOST PROFITS/REVENUES DAMAGES, AND (3) ANY CLAIM FOR ATTORNEY FEES, COSTS AND PREJUDGMENT INTEREST. 

Article 12 
 MISCELLANEOUS
PROVISIONS 
 12.1    Entire Agreement. This Agreement and each of the Appendices hereto
constitute and contain the entire understanding and Agreement of the Parties respecting the subject matter of this Agreement and cancels and supersedes any and all prior or contemporaneous negotiations, correspondence, understandings and Agreements
between the Parties, whether oral or written, regarding such subject matter. 
 12.2    Further
Actions. Each Party agrees to execute, acknowledge and deliver such further instruments and to do all such other acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. 

  
 30 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 12.3    Binding Effect. This Agreement and
the rights granted herein shall be binding upon, and shall inure to the benefit of, RespiVert, Pulmatrix and their respective lawful successors and permitted assigns. 

12.4    Assignment. Neither Party shall assign this Agreement without the prior written
consent of the other Party (such consent not to be unreasonably withheld) except that a Party may assign this Agreement to an Affiliate or to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets
or that portion of its business pertaining to the subject matter of this Agreement. Any permitted assignee shall assume all obligations of its assignor under this Agreement. 

12.5    No Implied Licenses. No rights to any other patents,
know-how or technical information, or other intellectual property rights, other than as explicitly identified herein, are granted or deemed granted by this Agreement. No right, expressed or implied, is granted
by this Agreement to a Party to use in any manner the name or any other trade name or trademark of the other Party or its Affiliates in connection with the performance of this Agreement. 

12.6    No Waiver. No waiver, modification or amendment of any provision of this Agreement
shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not
constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition. 

12.7    Force Majeure. The failure of a Party to perform any obligation under this Agreement
by reason of force majeure such as acts of God, acts of governments, terrorism, riots, wars, strikes, accidents or deficiencies in materials or transportation or other causes of a similar magnitude beyond its control shall not be deemed to be a
breach of this Agreement. The Party which is affected by any force majeure shall contact the other Party for discussion of possible emergency measures. 

12.8    Independent Contractors. Both Parties are independent contractors and not agents or
employees of the other Party under this Agreement. Nothing contained in this Agreement is intended nor is to be construed so as to constitute RespiVert or Pulmatrix as partners or joint venturers with respect to this Agreement. Neither Party shall
have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any other contract, Agreement or undertaking with any Third Party except as may be
explicitly provided for herein or authorized in writing. 
 12.9    Notices and Deliveries.
Any notices, request, delivery, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given when it is received, whether delivered in person, transmitted by
facsimile with contemporaneous confirmation, by email, or delivery by registered letter (or its equivalent) or delivery by certified overnight courier service, to the Party to which it is directed at its address shown below or such other address as
such Party shall have last given by notice to the other Parties. 
 If to Pulmatrix: 

Pulmatrix, Inc. 

  
 31 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 99 Hayden Avenue 

Suite 390 
 Lexington, MA 02421

 Attn: CEO 
 Email:
rclarke@pulmatrix.com 
 with a copy to: 
  

	 	1)	Mr. Kevin O’Driscoll 

 Pulmatrix, Inc. 

99 Hayden Avenue, Suite 390 

Lexington, MA 02421 
 Email:
kodriscoll@pulmatrix.com 
  

	 	2)	Rick Werner, Esq. 

 Haynes and Boone, LLP 

30 Rockefeller Plaza 
 New York,
NY 10112 
 Email: Rick.Werner@HaynesBoone.com 

If to RespiVert: 
 Mats
Olsson 
 Janssen Research & Development UK 50- 

100 Holmers Farm Way 
 High
Wycombe 
 Buckinghamshire 

HP12 4DP 
 United Kingdom 

Email: molsson1@its.jnj.com 
 with
a copy to: 
 Chief Intellectual Property Counsel 

Johnson & Johnson 
 One
Johnson & Johnson Plaza 
 New Brunswick, NJ 08933 

Email: jnjuspatent@corus.jnj.com 

12.10    Headings. The captions to the sections and articles in this Agreement are not a part of
this Agreement, and are included merely for convenience of reference only and shall not affect its meaning or interpretation. 

12.11    Severability. In the event that any provision of this Agreement shall, for any reason, be
held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had not been included herein.


  
 32 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 12.12    Applicable Law. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of Delaware, without reference to its choice of laws or conflicts of laws provisions. 

12.13    Advice of Counsel. Pulmatrix and RespiVert have each consulted with counsel of their choice
regarding this Agreement, and each acknowledges and agrees that this Agreement shall not be deemed to have been drafted by one Party or another and will be construed accordingly. 

12.14    Counterparts. This Agreement may be executed in two or more counterparts, or facsimile
versions, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same Agreement. 

12.15    Waiver. Except as specifically provided for herein, the waiver from time to time by either
of the Parties of any of their rights or their failure to exercise any remedy shall not operate or be construed as a continuing waiver of same or of any other of such Party’s rights or remedies provided in this Agreement. 

12.16    Compliance with Laws. The Parties shall comply with all applicable laws, rules, regulations
and orders of the United States and applicable European countries and European supra-governmental organizations, and all jurisdictions and any agency or court thereof in connection with this Agreement and the transactions contemplated thereby. 

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] 

  
 33 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly
authorized officers as of the Effective Date. The Agreement(s) may be executed in two (2) or more counterparts, each of which shall be an original, and all such counterparts together shall constitute the entire Agreement. Electronically signed
and/or electronically transmitted signatures shall have the full force and effect of an original signature. 
  

			
	RESPIVERT LTD
		
	By:	 	  

		
	Name:  	 	  

		
	Title:	 	  

	
	PULMATRIX, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



  
 34 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 APPENDIX 1: RESPIVERT PATENTS 

  
 35 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P1094

(RSP5008)

RV 1808 genus
	  	 
	 Case Number
	  	Applicant Name	  	 Application Date
	  	 Application
Number
	  	Registration Date	  	Registration
Number	  	 Country

	 RES-P1094EP
	  	Respivert
Limited	  	 08 April
 2011
	  	11729448.8	  		  		  	European Patent Application
	 RES-P1094JP
	  	Respivert
Limited	  	 08 April
 2011
	  	2013-503179	  	07-Aug-15	  	5787977	  	Japan
	 RES-P1094US
	  	Respivert
Limited	  	 08 April
 2011
	  	13/639,959	  	05-May-15	  	9,024,041	  	United States
		
	 RES-P1096

(RSP5006)

RV 1837genus
	  	 
	 Case Number
	  	Applicant Name	  	 Application Date
	  	 Application
Number
	  	Registration Date	  	Registration
Number	  	 Country

	 RES-P1096CHEP
	  	Respivert
Limited	  	 01 April
 2011
	  	11713510.3	  	17-Dec-14	  	2556065	  	Switzerland
	 RES-P1096DEEP
	  	Respivert
Limited	  	 01 April
 2011
	  	60 2011 012 290.8	  	17-Dec-14	  	2556065	  	Germany
	 RES-P1096ESEP
	  	Respivert
Limited	  	 01 April
 2011
	  	11713510.3	  	17-Dec-14	  	2556065	  	Spain
	 RES-P1096FREP
	  	Respivert
Limited	  	 01 April
 2011
	  	11713510.3	  	17-Dec-14	  	2556065	  	France
	 RES-P1096GBEP
	  	Respivert
Limited	  	 01 April
 2011
	  	11713510.3	  	17-Dec-14	  	2556065	  	United Kingdom
	 RES-P1096ITEP
	  	Respivert
Limited	  	 01 April
 2011
	  	11713510.3	  	17-Dec-14	  	2556065	  	Italy
	 RES-P1096JP
	  	Respivert
Limited	  	 01 April
 2011
	  	2013/501951	  	18-Mar-16	  	5902668	  	Japan
	 RES-P1096USC1
	  	Respivert
Limited	  	 01 April
 2011
	  	14/997,820	  		  		  	United States
		
	 RES-P1128

(RSP5011)

Use of CRT
compounds
	  	 
	 Case Number
	  	Applicant Name	  	 Application Date
	  	 Application
Number
	  	Registration Date	  	Registration
Number	  	 Country

	 RES-P1128CHEP
	  	Respivert
Limited	  	 17 June
 2011
	  	11729151.8	  	02-Nov-16	  	2582700	  	Switzerland
	 RES-P1128DEEP
	  	Respivert
Limited	  	 17 June
 2011
	  	60 2011 031 908.6	  	02-Nov-16	  	2582700	  	Germany
	 RES-P1128FREP
	  	Respivert
Limited	  	 17 June
 2011
	  	11729151.8	  	02-Nov-16	  	2582700	  	France
	 RES-P1128GBEP
	  	Respivert
Limited	  	 17 June
 2011
	  	11729151.8	  	02-Nov-16	  	2582700	  	United Kingdom
	 RES-P1128IEEP
	  	Respivert
Limited	  	 17 June
 2011
	  	11729151.8	  	02-Nov-16	  	2582700	  	Ireland


  
 36 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
		
	 RES-P1128

(RSP5011)

Use of CRT
compounds
	  	 
	 Case Number
	  	Applicant Name	  	 Application Date
	  	 Application
Number
	  	 Registration Date
	  	Registration
Number	  	 Country

	 RES-P1128JP
	  	Respivert
Limited	  	 17 June
 2011
	  	2013-514789	  	22-Jul-16	  	5973426	  	Japan
	 RES-P1128US
	  	Respivert
Limited	  	 17 June
 2011
	  	13/805,471	  	13-Jan-15	  	8,933,228	  	United States
	 RES-P1128USD1
	  	Respivert
Limited	  	 17 June
 2011
	  	14/561,290	  		  		  	United States
							
	 RES-P1130

(RSP5012)

RSV (use)
	  	 	  	 	  	 	  	 	  	 	  	 
	 Case Number
	  	Applicant Name	  	 Application Date
	  	 Application
Number
	  	 Registration Date
	  	Registration
Number	  	 Country

	 RES-P1130US
	  	Respivert
Limited	  	 17 June
 2011
	  	13/805,552	  	14-Jul-15	  	9,079,893	  	United States
		
	 RES-P1327

(RSP5015)

RV1162 species
	  	 
	 Case Number
	  	Applicant Name	  	 Application Date
	  	 Application
Number
	  	 Registration Date
	  	Registration
Number	  	 Country

	RES-P1327AR	  	Respivert
Limited	  	 03 October
 2012
	  	P120103679	  		  		  	Argentina
	RES-P1327ATEP	  	Respivert
Limited	  	 03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Austria
	RES-P1327AU	  	Respivert
Limited	  	 03 October
 2012
	  	AU 2012320300	  	05-Jan-17	  	2012320300	  	Australia
	RES-P1327BEEP	  	Respivert
Limited	  	 03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Belgium
	RES-P1327BR	  	Respivert
Limited	  	 03 October
 2012
	  	BR1120140076944	  		  		  	Brazil
	RES-P1327CA	  	Respivert
Limited	  	 03 October
 2012
	  	2846222	  		  		  	Canada
	RES-P1327CHEP	  	Respivert
Limited	  	 03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Switzerland
	RES-P1327CL	  	Respivert
Limited	  	 03 October
 2012
	  	2014-813	  		  		  	Chile
	RES-P1327CN	  	Respivert
Limited	  	 03 October
 2012
	  	201280048821.1	  	06-Jul-16	  	ZL201280048821.1	  	China
	RES-P1327CO	  	Respivert
Limited	  	 03 October
 2012
	  	14-062.064	  	20-Nov-15	  	89865	  	Colombia
	RES-P1327CR	  	Respivert
Limited	  	 03 October
 2012
	  	2014-192	  		  		  	Costa Rica
	RES-P1327DEEP	  	Respivert
Limited	  	 03 October
 2012
	  	60 2012 017 389.0	  	20-Apr-16	  	2763984	  	Germany
	RES-P1327DKEP	  	Respivert
Limited	  	 03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Denmark
	RES-P1327EA	  	Respivert
Limited	  	 03 October
 2012
	  	201490730	  	30-Jun-16	  	23650	  	 Eurasian Patent (AM, AZ, BY,
 KG, KZ,
MD, RY, TM & TJ)

	RES-P1327EG	  	Respivert
Limited	  	 03 October
 2012
	  	241/2014	  		  		  	Egypt


  
 37 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P1327

(RSP5015)

RV1162 species
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P1327ESEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Spain
	RES-P1327FIEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Finland
	RES-P1327FREP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	France
	RES-P1327GBEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	United Kingdom
	RES-P1327GC	  	Respivert
Limited	  	03 October
 2012
	  	GC 2012-22448	  		  		  	Gulf
Cooperation
Council
	RES-P1327GREP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Greece
	RES-P1327GT	  	Respivert
Limited	  	03 October
 2012
	  	A-2014-0054	  		  		  	Guatemala
	RES-P1327HKEP	  	Respivert
Limited	  	03 October
 2012
	  	15100008.3	  		  		  	Hong Kong
	RES-P1327HN	  	Respivert
Limited	  	03 October
 2012
	  	2014-000572	  		  		  	Honduras
	RES-P1327ID	  	Respivert
Limited	  	03 October
 2012
	  	P-00 2014
01907	  		  		  	Indonesia
	RES-P1327IEEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Ireland
	RES-P1327IL	  	Respivert
Limited	  	03 October
 2012
	  	231025	  		  		  	Israel
	RES-P1327IN	  	Respivert
Limited	  	03 October
 2012
	  	709/MUMNP/
2014	  		  		  	India
	RES-P1327ITEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Italy
	RES-P1327JO	  	Respivert
Limited	  	25
 September 2012
	  	2012/283	  		  		  	Jordan
	RES-P1327JPD1	  	Respivert
Limited	  	31 March
 2014
	  	2015-89049	  	26-Jun-15	  	5765866	  	Japan
	RES-P1327KR	  	Respivert
Limited	  	03 October
 2012
	  	10-2014-
7007831	  		  		  	Korea, Republic
of
	RES-P1327LB	  	Respivert
Limited	  	03 October
 2012
	  	9800	  		  		  	Lebanon
	RES-P1327LK	  	Respivert
Limited	  	03 October
 2012
	  	17594	  	26-Jan-15	  	17594	  	Sri Lanka
	RES-P1327LUEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Luxembourg
	RES-P1327MX	  	Respivert
Limited	  	03 October
 2012
	  	MX/a/
2014/004018	  	15-Sep-16	  	342168	  	Mexico
	RES-P1327MY	  	Respivert
Limited	  	03 October
 2012
	  	PI 2014700788	  		  		  	Malaysia
	RES-P1327NI	  	Respivert
Limited	  	03 October
 2012
	  	2014-000027	  		  		  	Nicaragua
	RES-P1327NLEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Netherlands
	RES-P1327NZ	  	Respivert
Limited	  	03 October
 2012
	  	621440	  	28-May-15	  	621440	  	New Zealand
	RES-P1327PE	  	Respivert
Limited	  	03 October
 2012
	  	468.14	  		  		  	Peru
	RES-P1327PH	  	Respivert
Limited	  	03 October
 2012
	  	1-2014-500547	  		  		  	Philippines


  
 38 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P1327

(RSP5015)

RV1162 species
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P1327PK	  	Respivert
Limited	  	03 October
 2012
	  	667/2012	  		  		  	Pakistan
	RES-P1327PLEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Poland
	RES-P1327PTEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Portugal
	RES-P1327SEEP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Sweden
	RES-P1327SG	  	Respivert
Limited	  	03 October
 2012
	  	11201400226U	  	12-Jul-16	  	11201400226U	  	Singapore
	RES-P1327SV	  	Respivert
Limited	  	03 October
 2012
	  	E-4697-2014	  		  		  	El Salvador
	RES-P1327TH	  	Respivert
Limited	  	03 October
 2012
	  	1401001804.0	  		  		  	Thailand
	RES-P1327TREP	  	Respivert
Limited	  	03 October
 2012
	  	12772383.1	  	20-Apr-16	  	2763984	  	Turkey
	RES-P1327TW	  	Respivert
Limited	  	03 October
 2012
	  	101136446	  	01-Dec-16	  	I560186	  	Taiwan
	RES-P1327UA	  	Respivert
Limited	  	03 October
 2012
	  	a201401655	  	29-Sep-16	  	113289	  	Ukraine
	RES-P1327US	  	Respivert
Limited	  	03 October
 2012
	  	14/349,345	  	18-Aug-15	  	9,108,950	  	United States
	RES-P1327USC1	  	Respivert
Limited	  	03 October
 2012
	  	14/795,957	  		  		  	United States
	RES-P1327UY	  	Respivert
Limited	  	03 October
 2012
	  	34.363	  		  		  	Uruguay
	RES-P1327VN	  	Respivert
Limited	  	03 October
 2012
	  	1-2014-01074	  		  		  	Vietnam
	RES-P1327ZA	  	Respivert
Limited	  	03 October
 2012
	  	2014/03204	  	27-Jan-16	  	2014/03204	  	South Africa
	 RES-P1331

(RSP5016)

RV1162 genus
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P1331CHEP	  	Respivert
Limited	  	03 October
 2012
	  	12772382.3	  	27-Apr-16	  	2763983	  	Switzerland
	RES-P1331DEEP	  	Respivert
Limited	  	03 October
 2012
	  	60 2012 017
788.8	  	27-Apr-16	  	2763983	  	Germany
	RES-P1331FREP	  	Respivert
Limited	  	03 October
 2012
	  	12772382.3	  	27-Apr-16	  	2763983	  	France
	RES-P1331GBEP	  	Respivert
Limited	  	03 October
 2012
	  	12772382.3	  	27-Apr-16	  	2763983	  	United
Kingdom
	RES-P1331IEEP	  	Respivert
Limited	  	03 October
 2012
	  	12772382.3	  	27-Apr-16	  	2763983	  	Ireland
	RES-P1331JP	  	Respivert
Limited	  	03 October
 2012
	  	2014-532481	  	14-Oct-16	  	6023204	  	Japan
	RES-P1331US	  	Respivert
Limited	  	03 October
 2012
	  	14/349,356	  	21-Oct-16	  	9,475,796	  	United States
	RES-P1331USC1	  	Respivert
Limited	  	03 October
 2012
	  	15/259,505	  		  		  	United States


  
 39 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P1617

(RSP5040)

RV7031 genus
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P1617AR	  	Respivert
Limited	  	13 February
 2015
	  	P150100448	  		  		  	Argentina
	RES-P1617AU	  	Respivert
Limited	  	13 February
 2015
	  	2015216705	  		  		  	Australia
	RES-P1617CA	  	Respivert
Limited	  	13 February
 2015
	  	2938924	  		  		  	Canada
	RES-P1617CN	  	Respivert
Limited	  	13 February
 2015
	  	201580019810.4	  		  		  	China
	RES-P1617EP	  	Respivert
Limited	  	13 February
 2015
	  	15706511.1	  		  		  	European Patent
Application
	RES-P1617IN	  	Respivert
Limited	  	13 February
 2015
	  	201617028821	  		  		  	India
	RES-P1617JP	  	Respivert
Limited	  	13 February
 2015
	  	2016-551294	  		  		  	Japan
	RES-P1617MX	  	Respivert
Limited	  	13 February
 2015
	  	MX/A/
2016/010571	  		  		  	Mexico
	RES-P1617TW	  	Respivert
Limited	  	13 February
 2015
	  	104104906	  		  		  	Taiwan
	RES-P1617US	  	Respivert
Limited	  	13 February
 2015
	  	15/118,708	  		  		  	United States
		
	 RES-P1819

(RSP5040WOPCT1)

RV7031 species
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P1819AR	  	Respivert
Limited	  	13 February
 2015
	  	P150100447	  		  		  	Argentina
	RES-P1819AU	  	Respivert
Limited	  	13 February
 2015
	  	2015216957	  		  		  	Australia
	RES-P1819BR	  	Respivert
Limited	  	13 February
 2015
	  	BR112016015838-5	  		  		  	Brazil
	RES-P1819CA	  	Respivert
Limited	  	13 February
 2015
	  	2939355	  		  		  	Canada
	RES-P1819CN	  	Respivert
Limited	  	13 February
 2015
	  	201580008529.0	  		  		  	China
	RES-P1819EA	  	Respivert
Limited	  	13 February
 2015
	  	201691625	  		  		  	Eurasian Patent
	RES-P1819EP	  	Respivert
Limited	  	13 February
 2015
	  	15705797.7	  		  		  	European Patent
Application
	RES-P1819GC	  	Respivert
Limited	  	15 February
 2015
	  	28928	  		  		  	Gulf Cooperation
Council
	RES-P1819IN	  	Respivert
Limited	  	13 February
 2015
	  	201617023974	  		  		  	India
	RES-P1819JO	  	Respivert
Limited	  	15 February
 2015
	  	32/2015	  		  		  	Jordan
	RES-P1819JP	  	Respivert
Limited	  	13 February
 2015
	  	2016-550815	  		  		  	Japan


  
 40 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P1819

(RSP5040WOPCT1)

RV7031 species
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P1819KR	  	Respivert
Limited	  	13 February
 2015
	  	10-2016-
7023275	  		  		  	Korea, Republic
of
	RES-P1819LB	  	Respivert
Limited	  	13 February
 2015
	  	10566	  		  		  	Lebanon
	RES-P1819MX	  	Respivert
Limited	  	13 February
 2015
	  	MX/A/
2016/10572	  		  		  	Mexico
	RES-P1819PK	  	Respivert
Limited	  	13 February
 2015
	  	73/2015	  		  		  	Pakistan
	RES-P1819SG	  	Respivert
Limited	  	13 February
 2015
	  	11201607058P	  		  		  	Singapore
	RES-P1819TW	  	Respivert
Limited	  	13 February
 2015
	  	104104905	  		  		  	Taiwan
	RES-P1819US	  	Respivert
Limited	  	13 February
 2015
	  	14/622,368	  	20-Sep-16	  	9,447,076	  	United States
	RES-P1819USC1	  	Respivert
Limited	  	13 February
 2015
	  	15/253,141	  		  		  	United States
	RES-P1819USC2	  	Respivert
Limited	  	13 February
 2015
	  	15/457,810	  		  		  	United States
	RES-P1819UY	  	Respivert
Limited	  	13 February
 2015
	  	35998	  		  		  	Uruguay
	RES-P1819VE	  	Respivert
Limited	  	13 February
 2015
	  	2015-000156	  		  		  	Venezuela
		
	 RES-P2078

(RSP5052)

RV1162 amorphous
spray dried
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P2078EPp	  	Respivert
Limited	  	21
 November 2016
	  	16199859.6	  		  		  	European Patent
Application
		
	 RES-P893

(RSP5004WOPCT)

RV568 species
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P893ALEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Albania
	RES-P893ATEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Austria
	RES-P893AU	  	Respivert
Limited	  	02 October
 2009
	  	2009299554.0	  	06-Mar-14	  	2009299554	  	Australia
	RES-P893BAEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Bosnia &
Herzegovina
	RES-P893BEEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Belgium
	RES-P893BGEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Bulgaria
	RES-P893BR	  	Respivert
Limited	  	02 October
 2009
	  	PI0920840-2	  		  		  	Brazil
	RES-P893CA	  	Respivert
Limited	  	02 October
 2009
	  	2,738,827	  	28-Feb-17	  	2/738,827	  	Canada


  
 41 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P893

(RSP5004WOPCT)

RV568 species
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P893CHEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Switzerland
	RES-P893CN	  	Respivert
Limited	  	02 October
 2009
	  	200980139617.9	  	25-Jun-14	  	ZL200980139617.9	  	China
	RES-P893CYEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Cyprus
	RES-P893CZEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Czech Republic
	RES-P893DEEP	  	Respivert
Limited	  	02 October
 2009
	  	602009016688.3	  	26-Jun-13	  	2350047	  	Germany
	RES-P893DKEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Denmark
	RES-P893EA	  	Respivert
Limited	  	02 October
 2009
	  	201170520.0	  	30-Apr-14	  	19590	  	Eurasian Patent
 (AM, AZ, BY,KG, KZ, MD,
RU, TM & TJ)

	RES-P893EEEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Estonia
	RES-P893ESEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Spain
	RES-P893FIEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Finland
	RES-P893FREP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	France
	RES-P893GBEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	United
Kingdom
	RES-P893GREP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Greece
	RES-P893HKEP	  	Respivert
Limited	  	02 October
 2009
	  	11112365.9	  	25-Oct-13	  	1157781	  	Hong Kong
	RES-P893HREP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Croatia
	RES-P893HUEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Hungary
	RES-P893IEEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Ireland
	RES-P893IN	  	Respivert
Limited	  	02 October
 2009
	  	861/MUMNP/
2011	  		  		  	India
	RES-P893ISEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Iceland
	RES-P893ITEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Italy
	RES-P893JP	  	Respivert
Limited	  	02 October
 2009
	  	2011-529636	  	04-Jul-14	  	5571088	  	Japan
	RES-P893KR	  	Respivert
Limited	  	02 October
 2009
	  	10-2011-
7009956	  	21-Sep-16	  	10-1660266	  	Korea, Republic
of
	RES-P893LTEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Lithuania
	RES-P893LUEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Luxembourg
	RES-P893LVEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Latvia
	RES-P893MCEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Monaco


  
 42 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P893

(RSP5004WOPCT)

RV568 species
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P893MEEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Montenegro
	RES-P893MKEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Macedonia,
The Former
Yugoslav
Republic of
	RES-P893MTEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Malta
	RES-P893MX	  	Respivert
Limited	  	02 October
 2009
	  	MX/a/
2011/003552	  	22-Nov-13	  	315689	  	Mexico
	RES-P893NLEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Netherlands
	RES-P893NOEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Norway
	RES-P893NZ	  	Respivert
Limited	  	02 October
 2009
	  	591426.0	  	22-Mar-13	  	591426	  	New Zealand
	RES-P893PLEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Poland
	RES-P893PTEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Portugal
	RES-P893ROEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Romania
	RES-P893RSEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Serbia
	RES-P893SEEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Sweden
	RES-P893SIEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Slovenia
	RES-P893SKEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Slovakia
	RES-P893SMEP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	San Marino
	RES-P893TREP	  	Respivert
Limited	  	02 October
 2009
	  	09736271.9	  	26-Jun-13	  	2350047	  	Turkey
	RES-P893US	  	Respivert
Limited	  	02 October
 2009
	  	13/121,445	  	23-Oct-12	  	8,293,771	  	United States
		
	 RES-P904

(RSP5004WOPCT1)

RV568 genus I
	  	 
	 Case Number
	  	 Applicant Name
	  	 Application Date
	  	 Application
Number
	  	 Registration Date
	  	 Registration
Number
	  	 Country

	RES-P904CHEP	  	Respivert
Limited	  	02 October
 2009
	  	09785724.7	  	26-Feb-14	  	2350049	  	Switzerland
	RES-P904DEEP	  	Respivert
Limited	  	02 October
 2009
	  	602009022057.8	  	26-Feb-14	  	2350049	  	Germany
	RES-P904ESEP	  	Respivert
Limited	  	02 October
 2009
	  	09785724.7	  	26-Feb-14	  	2350049	  	Spain
	RES-P904FREP	  	Respivert
Limited	  	02 October
 2009
	  	09785724.7	  	26-Feb-14	  	2350049	  	France
	RES-P904GBEP	  	Respivert
Limited	  	02 October
 2009
	  	09785724.7	  	26-Feb-14	  	2350049	  	United
Kingdom
	RES-P904ITEP	  	Respivert
Limited	  	02 October
 2009
	  	09785724.7	  	26-Feb-14	  	2350049	  	Italy


  
 43 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P904

(RSP5004WOPCT1)

RV568 genus I
	  	 
	 Case Number
	  	 Applicant Name
	  	 Application Date
	  	 Application
Number
	  	 Registration Date
	  	 Registration
Number
	  	 Country

	RES-P904US	  	Respivert
Limited	  	02 October
 2009
	  	13/121,999	  	23-Oct-12	  	8,293,748	  	United States
	RES-P904USC1	  	Respivert
Limited	  	02 October
 2009
	  	13/616,696	  	31-Dec-13	  	8,618,140	  	United States
	RES-P904USC2	  	Respivert
Limited	  	02 October
 2009
	  	14/139,982	  	10-Mar-15	  	8,975,285	  	United States
		
	 RES-P905

(RSP5004WOPCT2)

RV568 genus II
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P905CHEP	  	Respivert
Limited	  	11 December
2009	  	09768546.5	  	10-Aug-16	  	2370428	  	Switzerland
	RES-P905DEEP	  	Respivert
Limited	  	11 December
2009	  	09768546.5	  	10-Aug-16	  	2370428	  	Germany
	RES-P905FREP	  	Respivert
Limited	  	11 December
2009	  	09768546.5	  	10-Aug-16	  	2370428	  	France
	RES-P905GBEP	  	Respivert
Limited	  	11 December
2009	  	09768546.5	  	10-Aug-16	  	2370428	  	United
Kingdom
	RES-P905IEEP	  	Respivert
Limited	  	11 December
2009	  	09768546.5	  	10-Aug-16	  	2370428	  	Ireland
	RES-P905JP	  	Respivert
Limited	  	11 December
2009	  	2011-540219	  	26-Dec-14	  	5670912	  	Japan
	RES-P905US	  	Respivert
Limited	  	11 December
2009	  	13/133,998	  	30-Oct-12	  	8,299,073	  	United States
		
	 RES-P922

(RSP5003)

Flu mechanism of
action
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P922AU	  	Respivert
Limited	  	10 December
2010	  	2010329645	  	10-Sep-15	  	2010329645	  	Australia
	RES-P922CN	  	Respivert
Limited	  	10 December
2010	  	201080063651.5	  	19-Nov-14	  	ZL201080063651.5	  	China
	RES-P922EP	  	Respivert
Limited	  	10 December
2010	  	10788125.2	  		  		  	European Patent
Application
	RES-P922IN	  	Respivert
Limited	  	10 December
2010	  	1683/MUMNP/
2012	  		  		  	India


  
 44 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P922

(RSP5003)

Flu mechanism of
action
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P922JPD1	  	Respivert
Limited	  	10 December
2010	  	2016-017330	  		  		  	Japan
	RES-P922USC1	  	Respivert
Limited	  	10 December
2010	  	14/883,464	  		  		  	United States
		
	 RES-P923

(RSP5010)

HRV use
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P923AU	  	Respivert
Limited	  	17 June
 2011
	  	2011266797	  	15-Oct-15	  	2011266797	  	Australia
	RES-P923CN	  	Respivert
Limited	  	17 June
 2011
	  	201180029803.4	  		  		  	China
	RES-P923EP	  	Respivert
Limited	  	17 June
 2011
	  	11729150.0	  		  		  	European Patent
Application
	RES-P923IN	  	Respivert
Limited	  	17 June
 2011
	  	13/MUMNP/
2013	  		  		  	India
	RES-P923JP	  	Respivert
Limited	  	17 June
 2011
	  	514787/13	  		  		  	Japan
	RES-P923USC1	  	Respivert
Limited	  	17 June
 2011
	  	14/924,541	  		  		  	United States
		
	 RES-P928

(RSP5004WOPCT3)

RV1088 species
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P928CHEP	  	Respivert
Limited	  	01 April
 2010
	  	10711930.7	  	30-Mar-16	  	2414347	  	Switzerland
	RES-P928DEEP	  	Respivert
Limited	  	01 April
 2010
	  	60 2010 031
673.4	  	30-Mar-16	  	2414347	  	Germany
	RES-P928FREP	  	Respivert
Limited	  	01 April
 2010
	  	10711930.7	  	30-Mar-16	  	2414347	  	France
	RES-P928GBEP	  	Respivert
Limited	  	01 April
 2010
	  	10711930.7	  	30-Mar-16	  	2414347	  	United
Kingdom
	RES-P928IEEP	  	Respivert
Limited	  	01 April
 2010
	  	10711930.7	  	30-Mar-16	  	2414347	  	Ireland
	RES-P928JP	  	Respivert
Limited	  	01 April
 2010
	  	2012-502808	  	29-May-15	  	5751640	  	Japan
	RES-P928US	  	Respivert
Limited	  	01 April
 2010
	  	13/262,266	  	04-Feb-14	  	8,642,773	  	United States
	RES-P928USD1	  	Respivert
Limited	  	01 April
 2010
	  	14/171,198	  	26-Jan-16	  	9,242,960	  	United States


  
 45 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  


													
	 RES-P930

(RSP5004WOPCT4)

RV1088 genus
	  	 	  	 	  	 	  	 	  	 	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P930CHEP	  	Respivert
Limited	  	11 December
2009	  	09771766.4	  	20-Apr-16	  	2370429	  	Switzerland
	RES-P930DEEP	  	Respivert
Limited	  	11
 December 2009
	  	60 2009 038
022.8	  	20-Apr-16	  	2370429	  	Germany
	RES-P930FREP	  	Respivert
Limited	  	11
 December 2009
	  	09771766.4	  	20-Apr-16	  	2370429	  	France
	RES-P930GBEP	  	Respivert
Limited	  	11
 December 2009
	  	09771766.4	  	20-Apr-16	  	2370429	  	United Kingdom
	RES-P930IEEP	  	Respivert
Limited	  	11
 December 2009
	  	09771766.4	  	20-Apr-16	  	2370429	  	Ireland
	RES-P930JPD1	  	Respivert
Limited	  	11
 December 2009
	  	2014-187591	  	01-Jul-16	  	5959587	  	Japan
	RES-P930US	  	Respivert
Limited	  	11
 December 2009
	  	13/139,010	  	30-Oct-12	  	8,299,074	  	United States
		
	 RES-P962 (RSP5007)

Bayer Selection
	  	 
	 Case Number
	  	Applicant Name	  	Application Date	  	Application
Number	  	Registration Date	  	Registration
Number	  	Country
	RES-P962CHEP	  	Respivert
Limited	  	08 April
 2011
	  	11714382.6	  	24-Feb-16	  	2556067	  	Switzerland
	RES-P962DEEP	  	Respivert
Limited	  	08 April
 2011
	  	60 2011 023
391.2	  	24-Feb-16	  	2556067	  	Germany
	RES-P962FREP	  	Respivert
Limited	  	08 April
 2011
	  	11714382.6	  	24-Feb-16	  	2556067	  	France
	RES-P962GBEP	  	Respivert
Limited	  	08 April
 2011
	  	11714382.6	  	24-Feb-16	  	2556067	  	United
Kingdom
	RES-P962IEEP	  	Respivert
Limited	  	08 April
 2011
	  	11714382.6	  	24-Feb-16	  	2556067	  	Ireland
	RES-P962JP	  	Respivert
Limited	  	08 April
 2011
	  	503177/13	  	07-Aug-15	  	5787976	  	Japan
	RES-P962US	  	Respivert
Limited	  	08 April
 2011
	  	13/639,887	  	16-Feb-16	  	9,260,410	  	United States
	RES-P962USC1	  	Respivert
Limited	  	08 April
 2011
	  	14/988,824	  		  		  	United States


  
 46 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 APPENDIX 2: PRESS RELEASE 

 
 



 
 Re 
 June XX, 2017

 Pulmatrix Licenses Novel Drug Candidates from RespiVert Ltd., a wholly owned 

subsidiary of Janssen Biotech, Inc. 

The novel compounds target an enzyme involved in both inflammation and cancer, and may offer a new 

approach for treating respiratory diseases 

LEXINGTON, MA — Pulmatrix, Inc. (NASDAQ: PULM), a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious
pulmonary diseases, today announced that it has entered into an exclusive, worldwide license agreement with RespiVert Ltd., a wholly owned subsidiary of Janssen Biotech, Inc. Through the agreement, Pulmatrix gains access to a portfolio of novel drug
candidates in a class called kinase inhibitors that the company plans to develop. 
 Kinase inhibitors are chemical entities that block so-called kinase enzymes, which are involved in inflammation or cancer. 
 “We believe these innovative compounds
licensed from RespiVert Ltd. will offer a new approach for treating lung inflammation in diseases like chronic obstructive pulmonary disease (COPD), asthma, and idiopathic pulmonary fibrosis (IPF),” said Pulmatrix CEO Robert Clarke, PhD.
“They are also perfectly suited for formulation with our iSPERSE technology.” 
 Professor Peter J Barnes, Margaret Turner-Warwick Professor of
Medicine and the Head of Respiratory Medicine at Imperial College, London, stated “Kinase inhibitors could be a very promising step forward for treating COPD and severe asthma. Coupled with the innovative iSPERSE technology to facilitate
delivery to the site of disease within the lung, Pulmatrix is poised to improve the available therapeutic landscape for these patients in need.” 
 The
key advance in the iSPERSE approach is a dry powder that “flies” easily into the lungs and can work with virtually any drug class ranging from small molecules to biologics. Drugs attached to the particles are thus delivered
to the lungs with very high efficiency including small molecules like the Respivert kinase inhibitors. 
 Pulmatrix is already developing inhaled drugs for
COPD and fungal infections. “These new compounds will significantly expand what we believe is already an impressive pipeline of drug candidates,” said Clarke. “Because these compounds have already been explored in a Phase I program,
we envision that we will be able to quickly move to clinical proof-of-concept studies.” 
 Under the terms of
the agreement, which covers both respiratory and oncology uses of the drug candidates, Pulmatrix will assume all development and commercialization activities worldwide. 

  
 47 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 About Pulmatrix 

Pulmatrix is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary disease using its patented
iSPERSETM technology. The Company’s proprietary product pipeline is focused on advancing treatments for lung diseases, including opportunities in major pulmonary diseases through collaborations, like PUR0200, a branded generic in clinical
development for chronic obstructive pulmonary disease (COPD) and PUR1900, an inhaled antifungal that could benefit severe asthmatics and patients with rare disease like cystic fibrosis. Pulmatrix’s product candidates are based on iSPERSETM,
its proprietary dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. 

FORWARD-LOOKING STATEMENTS 
 Certain statements in this
press release that are forward-looking and not statements of historical fact are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that such
statements involve risks and uncertainties that may materially affect the Company’s results of operations. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available
to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to the ability to establish that potential products are efficacious or safe in
preclinical or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential products; the ability to
obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms; the Company’s ability to manufacture product candidates on a commercial scale or in collaborations with third
parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; and the ability to secure and enforce legal rights related to the Company’s products, including patent protection. A discussion of
these and other factors, including risks and uncertainties with respect to the Company, is set forth in the Company’s annual report on Form 10-K filed by the Company with the Securities and Exchange
Commission on March 10, 2016. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 

Investor Contact  
 Robert Clarke, CEO 

(781) 357-2333 

rclarke@pulmatrix.com 

  
 48 









 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 
  

 APPENDIX 3: RESPIVERT MATERIALS 

 

									
	 Compound

(Clinical Product)
	  	Approximate
Quantity	  	Comments	  	 Anticipated Shipment Date
	  	 Facility

					
	 RV568

API (microfine) Batch 497395
	  	467 g	  	Manufacturing
Complete	  	Within 60 days from date of signature of Supply Agreement	  	Janssen FPO site @ Beerse, Belgium
					
	 RV1162

API (microfine) Batch 497842
	  	478 g	  	Manufacturing
Complete	  	Within 60 days from date of signature of Supply Agreement	  	Janssen FPO site @ Beerse, Belgium
					
	 RV1162

API (free base)
	  	2 kg	  	Manufacturing
To Be
Completed	  	 Anticipated Manufacturing
 4Q2017
	  	Janssen FPO site @ Beerse, Belgium
					
	 RV7031

API (free base)
	  	Lab Quantities	  	Manufacturing
Complete	  	Within 60 days from date of signature of Supply Agreement	  	Janssen FPO site @ Beerse, Belgium


  
 49