pieris-bpexclusiveproduc






EXHIBIT 10.1    [Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version                                        EXCLUSIVE PRODUCT LICENSE AGREEMENT BY AND BETWEEN    PIERIS PHARMACEUTICALS INC., PIERIS PHARMACEUTICALS GMBH    AND    BP ASSET XII, INC.    





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 2 of 94      GDSVF&H\6023374.4  TABLE OF CONTENTS     1. DEFINITIONS. ......................................................................................................................... 4  2. LICENSE GRANTS ............................................................................................................... 23  3. GOVERNANCE, REPORTING & DECISION-MAKING ................................................ 25  4. DEVELOPMENT & MANUFACTURING ......................................................................... 26  5. REGULATORY ...................................................................................................................... 29  6. COMMERCIALIZATION .................................................................................................... 30  7. DILIGENCE & NON-COMPETE ........................................................................................ 31  8. PAYMENTS ............................................................................................................................ 32  9. INTELLECTUAL PROPERTY ............................................................................................ 44  10. CONFIDENTIALITY & PUBLICATION ......................................................................... 51  11. REPRESENTATIONS & WARRANTIES ........................................................................ 55  12. INDEMNIFICATION, LIABILITY & INSURANCE ...................................................... 59  13. TERM AND TERMINATION ............................................................................................ 65  14. MISCELLANEOUS ............................................................................................................. 71         





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 3 of 94      GDSVF&H\6023374.4  This Exclusive Product License Agreement (the “Agreement”), entered into as of April  24, 2021 (the “Effective Date”) by and between Pieris Pharmaceuticals, Inc. (“Pieris US”), a  corporation existing under the laws of the State of Nevada having a principal place of business at  255 State Street, 9th Floor, Boston, MA 02109, Pieris Pharmaceuticals GmbH (“Pieris  Germany”), a company existing under the laws of Germany having a principal place of business  at Zeppelinstraße 3, 85399 Hallbergmoos, Germany (Pieris US and Pieris Germany are  collectively referred to as “Pieris”) and BP Asset XII, Inc., a corporation existing under the laws  of the state of Delaware having a principal place of business at 55 Cambridge Parkway, Suite 400,  Cambridge, MA 02142 (“BP”). Pieris and BP are referred to in this Agreement individually as a  “Party” and collectively as the “Parties”.     RECITALS    Whereas, Pieris is engaged in the discovery, research, development, and manufacture of  Anticalin-based proteins and possesses proprietary technology, know-how and intellectual  property rights relating thereto;    Whereas, BP possesses expertise in developing and manufacturing pharmaceutical  products; and    Whereas, BP wishes to license from Pieris and Pieris wishes to license to BP, on an  exclusive basis, the right to research, develop and commercialize Products (as defined herein).    Now, Therefore, in consideration of the mutual covenants and promises contained in this  Agreement and other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as  follows:     





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 4 of 94      GDSVF&H\6023374.4  1. DEFINITIONS.   The following capitalized terms or derivatives thereof (verbs, nouns, singular, plural),  when used in this Agreement, shall have the following meanings:     “Accelerated Approval” means a drug candidate approved under FDA’s accelerated  approval pathway (Section 506(c) of the FD&C Act) (or foreign equivalent).   “Accounting Standards” means the International Financial Reporting Standards  (“IFRS”), the U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), and any  other internationally recognized accounting standards.   “Acquiror” has the meaning set forth in Section 14.4.    “Affiliate” means any individual, corporation, association or other business entity that  directly or indirectly controls, is controlled by, or is under common control with the Party  in question. As used in the definitions of “Affiliate,” “BP Parent Entity” and “BP Restricted  Entities” only, the term “control” means the direct or indirect ownership of more than fifty  percent (>50%) of the stock having the right to vote for directors thereof or the ability to  otherwise control the management of the corporation or other business entity whether  through the ownership of voting securities, by contract, resolution, regulation or otherwise.   “Agreement” means this document including any and all exhibits and amendments to  it as may be added and/or amended from time to time in accordance with the provisions of  this Agreement.    “Alliance Manager” has the meaning set forth in Section 3.1.    “Antibody” means any monoclonal or polyclonal antibody, whether multiple or single  chain, recombinant or naturally occurring, whole or fragment, and any variants, derivatives  or constructs thereof, including but not limited to, antigen binding portions including Fab,  Fab’, F(ab’)2, Fv, dAb and CDR fragments, single chain antibodies (scFv), chimeric  antibodies, diabodies and polypeptides (including any humanized versions thereof) that  contain at least a portion of an immunoglobulin that is sufficient to bind selectively to a  specific antigen, including a Target. For the avoidance of doubt, an Antibody Building  Block is an Antibody.    “Antibody Building Block” means the Antibody used in a Product.    “Anticalin” or “Anticalin protein” means, (a) any lipocalin mutein isolated from the  Anticalin Libraries, or (b) any lipocalin mutein that, in each case, has been derived (either  physically, intellectually or by reverse engineering, in one (1) or more steps) from any  lipocalin mutein referred to in Section (a) of this definition, in each case, which binds and  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 5 of 94      GDSVF&H\6023374.4  recognizes a specific target. For the sake of this Section, “lipocalin mutein” means a protein  arising as a result of a mutation or a recombinant DNA procedure.   “Anticalin Affinity Maturation” means the process of engineering an Anticalin  protein to enhance its developability profile by improving binding activity, specificity, in  vitro potency, in vivo potency, expression behavior in a bacterial or mammalian host (with  regard to, e.g., monomer content, amount), stability, solubility, immunogenicity profile,  and PK parameters for the Anticalin by introducing, e.g., one or more amino acid  mutations.    “Anticalin Building Block” means the Anticalin protein used in a Product.   “Anticalin Characterization” means the assessment of Anticalin protein features  including binding, functional potency in vitro and/or in vivo, as well as the evaluation of  further developability profile of Anticalin proteins including expression behavior in a  bacterial or mammalian host, stability, solubility, immunogenicity profile, and PK profile.   “Anticalin Expression” means heterologous expression of an Anticalin protein in a  host cell.   “Anticalin Libraries” means any phage or yeast display library based on (a) the  [***] lipocalin ([***]) or (b) the [***] lipocalin ([***]).   “Anticalin Selection” means the process of screening an Anticalin Library with a  defined target through the process of phage or yeast display, within a solution, and  physically separating the target, containing binding Anticalin proteins, from the solution  containing non-binding Anticalin proteins.   “Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act, as  amended, the UK Bribery Act 2010, as amended, and any other applicable anticorruption  laws and other Applicable Law for the prevention of fraud, racketeering, money laundering  or terrorism.    “API” has the meaning set forth in Section 8.6.2.   “Applicable Law” means any law, statute, ordinance, code, rule or regulation that  has been enacted by a Governmental Authority (including any Regulatory Authority  (including the United States Securities and Exchange Commission (“SEC”)) and is in force  as of the Effective Date or comes into force during the Term, in each case to the extent that  the same is applicable to either Party (including the performance by such Party of its  obligations under this Agreement).   “Arising IP” means collectively, Arising Know-How, Arising Patents and all  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 6 of 94      GDSVF&H\6023374.4  Intellectual Property Rights therein, but specifically excludes any and all Pieris Building  Block IP and Pieris Platform Improvement IP.    “Arising Know-How” means all Know-How generated by or on behalf of either  Party after the Effective Date in the course of performing activities under the Agreement  or through the use of BP Confidential Information or BP Know-How, but in each case  specifically excludes any and all Pieris Building Block IP and Pieris Platform Improvement  IP.   “Arising Patent” means all Patents protecting Arising Know-How filed during the  term of the Agreement but specifically excludes any and all Pieris Building Block Patents  and Pieris Platform Improvement Patents. Any Arising Patents that are filed during the  term of the Agreement shall be listed in Exhibit 1.21 as updated from time to time.    “Audit” has the meaning set forth in Section 12.8.6.   “Bankruptcy Code” has the meaning set forth in Section 13.3.3.   “Biologic” means a peptide of at least ten (10) amino acids.   “Biosimilar” means, with respect to a given Product in a given country of the  Territory, any biological product on the market in such country that is approved (a) by the  applicable Regulatory Authority in such country under the biosimilarity standard set forth  in the United States under 42 U.S.C. §§262(i)(2) and (k), or any similar standard under its  foreign equivalent Applicable Law, on a country-by-country basis where such Product is  marketed, provided that such Applicable Law exists; and (b) in reliance in whole or in part,  on a prior Marketing Approval (or on any safety or efficacy data submitted in support of  such prior Marketing Approval) of such Product. For countries or jurisdictions where no  explicit biosimilar regulations exist, Biosimilar includes any product which has been  deemed to be a Biosimilar by a Regulatory Authority in another country or jurisdiction.  Any product or component thereof (including any Product or component thereof) licensed,  marketed, sold, manufactured, or produced by or on behalf of a Party, its Affiliates or  (sub)licensees will not constitute a Biosimilar.   “Boston Pharma” means Boston Pharma Holdings, LLC a limited liability company  existing under the laws of the state of Delaware.   “[***]” has the meaning set forth in Section 12.5.1.   “BP” has the meaning set forth in the preamble.   “BP Conducted Activities” means any and all Research, Development,  Manufacturing, Commercialization or other preclinical and/or clinical activities related to  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 7 of 94      GDSVF&H\6023374.4  the Product that are not Pieris Conducted Activities.   “BPInc” means Boston Pharmaceuticals, Inc. a corporation existing under the laws  of the state of Delaware.   “[***]” has the meaning set forth in Section 12.5.2.   “BP Indemnitees” has the meaning set forth in Section 12.2.   “BP Monetary Obligations” has the meaning set forth in Section 12.5.1.   “BP Patent” has the meaning set forth in Section 9.3.7.   “BP Parent Entity” means an Affiliate of BP which is not a BP Restricted Entity.  For the avoidance of doubt, any Person who controls (but is not controlled by) Boston  Pharma is a BP Parent Entity.    “BP Performance Obligations” has the meaning set forth in Section 12.5.2.   “BP Restricted Entity” means Boston Pharma and any Person controlled by Boston  Pharma.   “BP Restricted Individual” means any employee, contractor or consultant of a BP  Restricted Entity who is at the relevant time (or who has been within the immediately  preceding [***] month period to such relevant time) materially involved in the Research  or Development of the Product.   “Building Block” means, individually, the Antibody and the Anticalin proteins used  in the Product. A Building Block can be either an Antibody Building Block or an Anticalin  Building Block.    “Business Day” means a day other than a Saturday, Sunday, or a bank or other public  holiday in Munich, Germany or Boston, Massachusetts.    “Calendar Quarter” means the respective periods of three (3) consecutive calendar  months ending on March 31, June 30, September 30 and December 31 of each Calendar  Year.   “Calendar Year” means each successive period of twelve (12) months commencing  on January 1 and ending on December 31.   “China” means the PRC, Hong Kong, Macau, and Taiwan.    “Change of Control” means with respect to a Party, (a) completion of a merger,  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 8 of 94      GDSVF&H\6023374.4  reorganization, amalgamation, arrangement, share exchange, consolidation, tender or  exchange offer, private purchase, business combination, recapitalization, or other  transaction involving such Party as a result of which either (1) the stockholders of such  Party immediately preceding such transaction hold less than [***] percent ([***]%) of the  outstanding shares, or less than [***] percent ([***]%) of the outstanding voting power,  respectively, of the ultimate company or entity resulting from such transaction immediately  after consummation thereof (including a company or entity which as a result of such  transaction owns the then-outstanding securities of such Party or all or substantially all of  such Party’s assets, including such Party’s assets related to the Product, either directly or  through one or more subsidiaries), or (2) any single Third Party person or group (within  the meaning of the U.S. Securities Exchange Act of 1934 and the rules of the SEC  thereunder as in effect, referred to as a “Group”) holds [***] percent ([***]%) or more of  the outstanding shares or voting power of the ultimate company or entity resulting from  such transaction immediately after the consummation thereof (including a company or  entity which as a result of such transaction owns the then-outstanding securities of such  Party or all or substantially all of such Party’s assets either directly or through one or more  subsidiaries); or (b) the direct or indirect acquisition (including by means of a tender offer  or an exchange offer) by any Third Party person or Group of beneficial ownership (within  the meaning of the U.S. Securities Exchange Act of 1934 and the rules of the SEC  thereunder as in effect), or the right to acquire beneficial ownership, or formation of any  Third Party Group which beneficially owns or has the right to acquire beneficial ownership,  of [***] percent ([***]%) or more of either the outstanding voting power or the then  outstanding shares of such Party, in each case on a fully-diluted basis. Notwithstanding the  foregoing, “Change of Control” shall not include any of the following transactions: (i) any  Equity Financing; or (ii) any transaction or series of related transactions with one or more  Affiliates (but no Third Parties). For the avoidance of doubt, a transaction solely to change  the domicile of a Party shall not constitute a Change of Control as long as there is no change  of direct or indirect shareholding.   “Change of Control Revenue Period” has the meaning set forth in Section 8.7.1.    “Change of Control Revenue Share” has the meaning set forth in Section 8.7.1.    “Clinical PoC” means database lock of the Phase 2 Study dose expansion set forth  in the Initial Product Development Plan or an equivalent Phase 1b Study or Phase 2 Study  in the Product Development Plan.    “Clinical Study” means a Phase 1 Study, Phase 1b Study, Phase 2 Study, Phase 3  Study, or other study (including a non-interventional study) in humans to obtain  information regarding the product, including information relating to the safety, tolerability,  pharmacological activity, pharmacokinetics, dose ranging, or efficacy of a Product.   “CMC” means chemistry, manufacturing, and control.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 9 of 94      GDSVF&H\6023374.4   “COC Consideration” means Consideration in connection with any Change of  Control of BP.   “COC Notice” has the meaning set forth in Section 14.5.1.   “COC Acquiror” has the meaning set forth in Section 14.5.1.   “[***]” has the meaning set forth in Section 4.6.5.   “Co-Invented Arising Patent” means any Arising Patent where one or more  inventors listed on such Patent is an employee, consultant, or contractor of Pieris.  Inventorship shall be determined in accordance with U.S. law. For the avoidance of doubt,  BP shall exclusively own all rights, title and interests in and to Co-Invented Arising  Patents.   “Commercially Reasonable Efforts” means: (a) with respect to the efforts to be  expended by a Party with respect to any objective, such reasonable, diligent, and good faith  efforts as such Party would normally use to accomplish a similar objective under similar  circumstances; and (b) with respect to any objective relating to Exploitation of a Product,  such level of efforts, consistent with the exercise of prudent scientific and business  judgment, required to carry out such obligation in a sustained manner consistent with the  efforts BP or Pieris, as applicable, devotes at the same stage of development or  commercialization, as applicable, for its pharmaceutical products in a similar area with  similar profit potential, at a similar stage of their product life without regard to any  payments owed under this Agreement or the payments owed in connection with its other  pharmaceutical products but taking into account, without limitation, commercial, legal and  regulatory factors, target product profiles, product labeling, past performance, the  regulatory environment and competitive market conditions in the therapeutic area, safety  and efficacy of such Product, and the strength of its proprietary position. It is understood  that such product potential may change from time to time based upon changing scientific,  business and marketing and return on investment considerations. For clarity,  “Commercially Reasonable Efforts” will not mean that a Party guarantees that it will  actually accomplish the applicable task or objective. In the case of BP, “Commercially  Reasonable Efforts” includes the efforts that Boston Pharma would normally use to  accomplish a similar objective under similar circumstances for any of its Affiliates with  respect to any objective, including objectives related to exploitation of the Product.    “Commercialization” or “Commercialize” means any and all activities directed to  marketing, promoting, distributing, importing, exporting, using, offering to sell or selling  a product, as applicable.   “Competing Product” means any [***] that [***] and [***] the [***]. For purposes  of this Agreement, the term “therapeutically relevant” means that the modulation of a given  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 10 of 94      GDSVF&H\6023374.4  Target is reasonably believed to be responsible, in whole or in part, for a specific aspect of  the safety or efficacy of such product [***].   “Completion” or “Completed” means with respect to a Clinical Study, the  availability of topline data generated from such Clinical Study.    “Confidential Information” means any and all Know-How, information and Data  of a confidential nature, whether financial, business, legal, technical or non-technical,  whether in oral, written, electronic or other form, including information and data related to  a Product, a Party, or any concepts, discoveries, inventions, data, designs or formulae in  relation to this Agreement, that is disclosed, supplied or otherwise made available by or on  behalf of one Party or any of its Affiliates or Sublicensees (“Disclosing Party”) to the other  Party or any of its Affiliates or Sublicensees (“Receiving Party”) in connection with this  Agreement. All Confidential Information disclosed by a Party pursuant to the Confidential  Agreement between Pieris and BP dated [***] (the “Prior CDA”) shall be deemed to be  Confidential Information of the applicable Party pursuant to this Agreement, and the terms  of this Agreement shall exclusively govern the use and disclosure thereof and supersede  the terms of such Prior CDA with respect to such Confidential Information. For avoidance  of doubt, the Pieris Platform Know-How, the Pieris Platform Improvement Know-How,  and the Pieris Building Block Know-How are and shall remain the Confidential  Information of Pieris.    “Consideration” means anything of value actually received (including any value  received after termination of this Agreement) by BP or its Affiliates or holders of its capital  stock or holders of rights to acquire its capital stock in connection with any Sublicense or  Change of Control of BP (in the case of a Sublicense, such Consideration, “Sublicense  Consideration” and in the case of a Change of Control such Consideration, “COC  Consideration”) (regardless of how allocated, the form of consideration or when received)  including: (i) [***]; (ii) [***]; (iii) [***]; (iv) [***]; and (v) [***]; and (vi) [***]. For  clarity, there shall be no double counting with respect to any of the items set forth above.  For avoidance of doubt, in the case of a Sublicense, to the extent that the Sublicensee [***]  (as determined in accordance with Accounting Standards) shall be considered  Consideration. In addition, the value of any non-cash consideration, other than securities  of a class which is publicly traded, shall be the fair market value thereof as of the date of  closing of the applicable Sublicense. For the avoidance of doubt, any publicly traded  securities received by BP in connection with any Sublicense shall be valued [***].     “Control”, “Controlled” or “Controlling” means, with respect to a subject item  (including any Intellectual Property Right, Know-How, Data, Marketing Approvals or  Regulatory Materials) (“Subject Item”), the possession (whether arising by ownership,  pursuant to a license or sublicense or otherwise, other than pursuant to this Agreement) by  a Party of the ability of such Party or its Affiliate to grant a license, sublicense or access to  the other Party with respect to such Subject Item, as provided in this Agreement, without  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 11 of 94      GDSVF&H\6023374.4  violating the terms of any agreement or other arrangement with any Third Party, in  existence as of the time such Party or its Affiliates would first be required hereunder to  grant the other Party such license, sublicense or access.    “Copyrights” means all copyrights, and all right, title and interests in all copyrights,  copyright registrations and applications for copyright registration, certificates of copyright  and copyrighted rights and interests throughout the world, and all right, title and interest in  related applications and registrations throughout the world.   “Costs” means both internal and external costs and expenses (including the cost of  allocated FTEs at the FTE Rate and Out-of-Pocket Costs).   “Cover,” “Covered” or “Covering” means, with respect to the applicable invention,  discovery, process or product (including a Product), as appropriate, (a) a Patent, that, in the  absence of a (sub)license under, or ownership of, such Patent, the Development,  Manufacture or Commercialization of such invention, discovery, process or product  (including making, using, offering for sale, selling or importing thereof), as appropriate,  with respect to a given country, would infringe such Patent (or, in the case of a Patent that  has not yet issued, would infringe any then-pending claim in such Patent if it were to issue  with such claim), and (b) any Know-How, that, in the absence of a (sub)license under, or  ownership of, such Know-How, the Development, Manufacture or Commercialization  (including making, using, offering for sale, selling or importing thereof) of such invention,  discovery, process or product incorporates, embodies or otherwise makes use of such  Know-How.   “CREATE Act” has the meaning set forth in Section 9.5.    “Data” means any and all non-aggregated and aggregated research, pharmacology,  pre-clinical, clinical, commercial, marketing, process development, Manufacturing and  other data or information, including investigator brochures and reports (both preliminary  and final), statistical analyses, expert opinions and reports, and safety data, in each case  generated from, or related to, Clinical Studies or non-clinical studies, research or testing  specifically related or directed to a Product. For the avoidance of doubt, Data shall be  deemed Confidential Information of the Disclosing Party for the purposes of this  Agreement and subject to Section 10.1 of this Agreement.   “Development” or “Develop” means any and all clinical drug development activities  conducted before or after obtaining Marketing Approval that are reasonably related to or  leading to the development, preparation, and submission of data and information to a  Regulatory Authority for the purpose of obtaining, supporting or expanding Marketing  Approval or to the appropriate body for obtaining, supporting or expanding pricing  approval, including all activities related to pharmacokinetic profiling, design and conduct  of Clinical Studies, regulatory affairs, statistical analysis, report writing, and regulatory  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 12 of 94      GDSVF&H\6023374.4  filing creation and submission (including the services of outside advisors and consultants  in connection therewith).    “Developmental Milestone Event” has the meaning set forth in Section 8.2.   “Developmental Milestone Payment” has the meaning set forth in Section 8.2.    “Disclosing Party” has the meaning set forth in Section 10.1.1.   “Dispute” has the meaning set forth in Section 14.1.1.    “Dollars” or “$” means the lawful currency of the United States.   “Early Launch Date” has the meaning set forth in Section 8.6.2.   “Effective Date” has the meaning set forth in the Preamble.   “EMA” means the European Medicines Agency or any successor to the European  Medicines Agency.   “European Union” or “EU” means the member states of the European Union as of  the Effective Date and the United Kingdom, and such other countries as may become part  of the European Union after the Effective Date.    “Effective Date” has the meaning set forth in the preamble.    “Equity Financing” means any issuance, sale or distribution of capital stock of BP  or any of its Affiliates at its then-current fair market value, in any transaction or series of  transactions that include(s) participation by at least one Third Party and which transaction  is engaged in primarily for equity financing purposes, the proceeds of which shall be  deployed to Exploit the Product or otherwise expensed in the business of BP (including an  underwritten public offering of any of BP or any of its Affiliate’s capital stock).    “Equity Financing Consideration” has the meaning set forth in Section 8.7.3.   “Equity Financing Revenue Share” has the meaning set forth in Section 8.7.3.   “Exploitation” or “Exploit” means make, have made, use, have used, offer for sale,  have offered for sale, sell, have sold, import, have imported, Research, have Researched,  Develop, have Developed, Manufacture, have Manufactured, Commercialize, have  Commercialized and otherwise exploit. For the avoidance of doubt, Exploitation or Exploit  may mean any or all of the foregoing, as the context requires.   “FDA” means the United States Food and Drug Administration or a successor to the  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 13 of 94      GDSVF&H\6023374.4  United States Food and Drug Administration.   “Field” means all therapeutic and diagnostic uses.   “Finished Product” means a Product in its finished, labeled, assembled, and  packaged form, ready for sale to the market or use in clinical trials (including Clinical  Studies) or pre-clinical studies, as the case may be.   “First Commercial Sale” means, on a Product-by-Product and country-by-country  basis, the first commercial sale in an arms’ length transaction of a Product to a Third Party  by a Party or any of its Affiliates in such country following receipt of applicable Marketing  Approval of such Product in such country. For clarity, the “First Commercial Sale” shall  not include any distribution or other sale solely for patient assistance, named patient use,  compassionate use, or test marketing programs or non-registrational studies or similar  programs or studies where the Product is supplied without charge or at the actual  Manufacturing cost thereof (without allocation of indirect costs or any markup).   “FTE” means full-time equivalent person-year of work performing activities  hereunder and working [***]. For clarity, indirect personnel (including support functions  such as legal or business development) shall not constitute “FTEs.”   “FTE Costs” for a given period means the product of (a) the total FTEs  (proportionately, on a per-FTE basis) dedicated by a Party or its Affiliates in the particular  period to the direct performance of the activities allocated to such Party hereunder and (b)  the FTE Rate.   “FTE Rate” means, unless otherwise agreed between the Parties, a rate per FTE  equal to [***] Dollars ($[***]) per annum (which may be prorated on a daily or hourly  basis as necessary).    “GLP” means the then-current practices and procedures set forth in Title 21, United  States Code of Federal Regulations, Part 58 (as amended), and any other regulations,  guidelines or guidance documents relating to good laboratory practices, or any foreign  equivalents thereof in the country in which such studies or clinical trials (including Clinical  Studies) are conducted or that are otherwise applicable.   “GLP Tox Study” means, with respect to a Product, a study conducted in a species  using applicable GLP for the purposes of assessing the efficacy, safety or the onset,  severity, and duration of toxic effects and their dose dependency with the goal of  establishing a profile sufficient to support the filing of an IND.   “Governmental Authority” means any applicable government authority, court,  tribunal, arbitrator, agency, department, legislative body, commission or other  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 14 of 94      GDSVF&H\6023374.4  instrumentality of (a) any government of any country or territory, (b) any nation, state,  province, county, city or other political subdivision thereof or (c) any supranational body.   “Government Official” means any Person employed by or acting on behalf of a  government, government-controlled entity or public international organization; any  political party, party official or candidate; any Person who holds or performs the duties of  an appointment, office or position created by custom or convention; and any Person who  holds himself or herself out to be the authorized intermediary of any of the foregoing.   “Improper Action” has the meaning set forth in Section 12.8.1.2.   “Indemnification Claim Notice” has the meaning set forth in Section 12.3.    “Indemnified Party” has the meaning set forth in Section 12.3.    "Initial Product Development Plan" has the meaning set forth in Section 4.1.    “Initiation” or “Initiated” means, (a) with respect to a Clinical Study of a Product,  the first dosing of the first human subject pursuant to the protocol for such Clinical Study  or (b) with respect to a GLP Tox Study, the start date of the in-life phase of such GLP Tox  Study.   “IND” means (a) an Investigational New Drug Application as defined in the United  States Federal Food, Drug and Cosmetic Act (“FD&C Act”) and Applicable Law  promulgated thereunder by the FDA, (b) the Investigational Medicinal Product Dossier  (“IMPD”) in the European Union, or (c) the equivalent application to the applicable  Regulatory Authority in any other regulatory jurisdiction, and any amendments to the  foregoing (a), (b) or (c), in each case, the filing of which is necessary to initiate or conduct  clinical testing of an investigational drug or biological product in humans in such  jurisdiction.   “Indication” means a distinct type of disease or medical condition in humans to  which a Product is directed and eventually approved. To distinguish one Indication from  another Indication, the two Indications have to be [***]. Notwithstanding the foregoing:  (a) [***]; and (b) [***]. For avoidance of doubt, [***].   “Indirect Taxes” means value added, sales, consumption, goods and services taxes  or similar taxes required by Applicable Law to be disclosed as a separate item on the  relevant invoice.   “Infringement Action” has the meaning set forth in Section 9.7.2.   “Intellectual Property Rights” means, collectively, Patents, Copyrights,  Trademarks, designs, domain names, moral rights and all other intellectual property and  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 15 of 94      GDSVF&H\6023374.4  proprietary rights.   “Insolvent Party” has the meaning set forth in  Section 13.3.3.   “Key IP” has the meaning set forth in Section 9.3.2.1.    “Know-How” means all technical and other information and any document in  which the foregoing is recorded, which at the time it is disclosed pursuant to this Agreement  is not in the public domain, including ideas, concepts, inventions, discoveries, data  (including Data), formulae, specifications, information relating to any materials,  procedures for experiments and tests, results of experimentation and testing, computer  programs or algorithms, results of any aspect of Exploitation including laboratory records  and data analyses.   “Known Third-Party Obligations” means any agreement in place as of the  Effective Date that licenses to Pieris Intellectual Property Rights that Cover the  Commercialization of the Product. The Known Third-Party Obligations are the Product  Cell Line License and the [***].    “Losses” has the meaning set forth in Section 12.1.   “MAA” means a Marketing Authorization Application, in relation to any Product,  filed or to be filed with the FDA, EMA or equivalent national agency, for authorization to  place a medicinal product on the market in the United States, European Union, or any other  territory. For avoidance of doubt, an MAA in the United States is a Biological License  Application (“BLA”) as described in Section 351(a) of the United States Public Health  Service Act (“PHS Act”), or an abbreviated Biological License Application as described  in Section 351(k) of the PHS Act.   “Manufacture” or “Manufacturing” means all activities related to the  manufacture of Product, including manufacturing supplies for Research, Development or  Commercialization, packaging, in-process and Finished Product testing, pharmaceutical  development including process development and validation, release of product, or any  component or ingredient thereof, quality assurance and quality control activities related to  manufacturing and release of product, ongoing stability tests, storage, shipment, and  regulatory activities related to any of the foregoing.   “Marketing Approval” means all approvals, licenses, registrations or  authorizations of the Regulatory Authorities in a country, necessary for the commercial  marketing and sale of the Product in such country, including the approval of an MAA or a  BLA and pricing.   “Material Anticalin Communication” means any communication (including  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 16 of 94      GDSVF&H\6023374.4  meetings) with Regulatory Authorities and Regulatory Authority questions or concerns  regarding significant issues, including any of the following: key Product quality attributes  (e.g., purity), significant safety findings, significant clinical or nonclinical findings  affecting patient safety, or significant efficacy or lack of efficacy, in each case with respect  to a Product, that could materially affect Anticalin proteins per se (e.g., serious adverse  events, emerging safety signals).   “Material Product Communication” means any communication (including  meetings) with Regulatory Authorities and Regulatory Authority questions or concerns  regarding significant issues, including any of the following: key quality attributes (e.g.,  purity), significant safety findings, significant clinical or nonclinical findings affecting  patient safety, or significant efficacy or lack of efficacy, in each case with respect to a  product that contains the same Anticalin Building Block as the Product and could  materially affect the Product (e.g., serious adverse events, emerging safety signals).    “Net Sales” means the gross invoiced amount on sales of Product by or on behalf  of BP, its Affiliates, and its Sublicensees to Third Parties (which Third Parties will include  distributors) after deduction of the following amounts, to the extent taken:   (a) [***];   (b) [***];   (c) rebates and similar payments made with respect to sales paid for by any  Governmental or Regulatory Authority such as, by way of illustration and not in  limitation of the Parties’ rights hereunder, Federal or state Medicaid, Medicare or  similar state program in the United States or equivalent governmental program in  any other country;   (d) [***];  (e) [***];  (f) [***];  (g) [***]; and  (h) the actual cost for transportation costs, distribution expenses, special packaging  and related insurance charges.   Net Sales (including any deductions) will be calculated using BP’s internal audited systems  used to report such sales as adjusted for any of the items above not taken into account in  such systems, and in each case, which are in accordance with Accounting Standards, fairly  applied and as employed on a consistent basis throughout BP’s operations. [***].  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 17 of 94      GDSVF&H\6023374.4  If a Product is sold as part of a Combination Product (as defined below), the Net Sales from  such Product, for the purposes of determining royalty payments, will be determined by  multiplying the Net Sales (as determined without reference to this paragraph) of the  Combination Product by the fraction A/(A+B), where A is the standard sales price of the  ready-for-sale form of the Product, containing the same amount of the sole active  ingredient as the Combination Product in question, in the given country when sold  separately in finished form; and B is the standard sales price of the ready-for-sale form of  the product containing the same amount of the other therapeutically active ingredient(s)  that is contained in the Combination Product in question, in the given country, each during  the applicable royalty period or, if sales of all compounds did not occur in such period,  then in the most recent royalty reporting period. In the event, however, that if, in a specific  country either or both of the Product and the other therapeutically active ingredient in such  Combination Product are not sold separately in such country, a market price for such  Product and such other active ingredient will be negotiated by the Parties in good faith for  the purposes of performing the calculation above to determine royalty payments on the Net  Sales from such Combination Product. As used above, the term “Combination Product”  means a Product that includes at least one additional therapeutically active ingredient  (whether co-formulated or co-packaged). The same methodology set forth above shall be  used to the extent that there are more than two therapeutically active ingredients that are  part of the Combination Product.   Transfers or dispositions of Product: (i) in connection with patient assistance programs; (ii)  for charitable purposes; (iii) for preclinical, clinical, regulatory or governmental purposes  or under so-called “named patient” or other limited access programs; or (iv) for use in any  tests or studies necessary to comply with any Applicable Law, regulation or request by a  Regulatory Authority shall not, in each case of (i) through (iv), be deemed sales of such  Product for purposes of this definition of “Net Sales.”   “Other Assets” has the meaning set forth in Section 8.7.8.   “Other Pieris IP” has the meaning set forth in Section 9.3.4.   “Out-of-Pocket Costs” means all direct project expenses paid or payable to Third  Parties, which are specifically identifiable and incurred for services or materials provided  by them directly in their performance of applicable activities with respect to a Product;  such expenses to have been recorded as income statement items in accordance with  Accounting Standards and for the avoidance of doubt, not including pre-paid amounts  (until expensed in accordance with Accounting Standards). For clarity, Out-of-Pocket  Costs do not include FTE Costs.   “Party” the meaning set forth in the preamble.   “Party Representatives” has the meaning set forth in Section  12.8.1.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 18 of 94      GDSVF&H\6023374.4   “Patents” means all patents and patent applications (which for the purpose of this  Agreement shall be deemed to include certificates of invention and applications for  certificates of invention), including all divisionals, continuations, substitutions,  continuations-in-part, re-examinations, reissues, additions, renewals, revalidations,  extensions, registrations and supplementary protection certificates and the like of any such  patents and patent applications, and any and all foreign equivalents of the foregoing.   “Patent Term Extensions” has the meaning set forth in Section 9.9.   “Person” means any corporation, limited or general partnership, limited liability  company, joint venture, trust, unincorporated association, governmental body, authority,  bureau or agency, any other entity or body, or an individual.   “Phase 1 Study” means a clinical study of an investigational product in human  subjects which provides for the first introduction into humans of such investigational  product, conducted in healthy volunteers or patients to obtain information on product  safety, tolerability, pharmacological activity or pharmacokinetics, as described in 21  C.F.R. § 312.21(a), or a comparable clinical study prescribed by the relevant Regulatory  Authority in a country other than the United States. The investigational product can be  administered to patients as a single agent or in combination with other investigational or  marketed agents and a Phase 1 Study shall be deemed commenced when Initiated.   “Phase 1b Study” or “Phase 2 Study” means: (a) the expansion of a Phase 1 Study  to include additional patient(s) following the selection of one or more dose(s) and  regimen(s) during the dose escalation part of the Phase 1 Study (such as a maximum  tolerated dose) or (b) a clinical study of an investigational product that is prospectively  designed to establish the safety, dose ranging and efficacy of a product as further defined  in 21 C.F.R. § 312.21(b), or a comparable clinical study prescribed by the relevant  Regulatory Authority in a country other than the United States.  The investigational product  can be administered to patients as a single agent or in combination with other  investigational or marketed agents and a “Phase 1b Study” or “Phase 2 Study” shall be  deemed commenced when Initiated.   “Phase 3 Study” means a clinical study of an investigational product that is  designed to generate statistically significant evidence of the efficacy of such investigational  product for one or more Indications or uses (as well as additional safety information) and  that is intended to form the primary scientific support for filing a BLA to obtain Marketing  Approval to market the investigational product, (or any MAA for the non-United States  equivalent thereof). The investigational product can be administered to patients as a single  agent or in combination with other investigational or marketed agents and a Phase 3 Study  shall be deemed commenced when Initiated. For clarity, a Phase 1b Study or Phase 2 Study  that enables Accelerated Approval of an investigational product based on surrogate  endpoints is not a Phase 3 Study. For further clarity, “Phase 3 Study” shall also include  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 19 of 94      GDSVF&H\6023374.4  phase 4 confirmatory trials (i.e., any Clinical Study to confirm the anticipated benefit of a  drug that was subject to Accelerated Approval).    “Pieris” has the meaning set forth in the preamble.    “Pieris Building Block IP” means the Pieris Building Block Know-How and the  Pieris Building Block Patents and any Intellectual Property Rights therein.    “Pieris Building Block Know-How” means the Know-How Covering only each  Building Block individually, excluding the Pieris Platform IP and the Pieris Platform  Improvement IP.    “Pieris Building Block Patents” means the Patents Covering only each Building  Block individually, excluding the Pieris Platform IP and the Pieris Platform Improvement  IP. The Pieris Building Block Patents as of the Effective Date are listed on Exhibit 1.128.    “Pieris Conducted Activities” means the activities for which Pieris is designated  as responsible (and which it has agreed to be responsible for) under the Product  Development Plan and Technology Transfer Plan.   “Pieris Germany” has the meaning set forth in the preamble.    “Pieris Indemnitees” has the meaning set forth in Section 12.1.   “Pieris IP” means the Pieris Patents and the Pieris Know-How and any Intellectual  Property Rights therein.   “Pieris Know-How” means all Know-How that is Controlled by Pieris or its  Affiliates as of the Effective Date and thereafter during the Term, other than pursuant to  the licenses granted by BP or its Affiliates or Sublicensees under this Agreement, and is (i)  used in connection with the Exploitation of any Product or (ii) reasonably necessary or  reasonably useful for the Exploitation of any Product.   “Pieris Patents” means any Patents that are Controlled by Pieris or its Affiliates as  of the Effective Date and thereafter during the Term, that Cover the Exploitation of any  Product pursuant to the terms of this Agreement. The Pieris Patents as of the Effective Date  are listed in Exhibit 1.134.    “Pieris Platform Improvement IP” means any and all Know-How created,  invented or generated by or on behalf of employees, agents, or independent contractors of  Pieris or its Affiliates (whether alone or jointly) or BP or its Affiliates during the course of  performing activities pursuant to this Agreement that constitutes an improvement,  modification or enhancement to, or derivative of, the Pieris Platform IP, including any  Intellectual Property Rights subsisting therein for example, Patents (“Pieris Platform  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 20 of 94      GDSVF&H\6023374.4  Improvement Patents”).    “Pieris Platform IP” means Pieris Platform Know-How and the Pieris Platform  Patents.   “Pieris Platform Know-How” means Know-How Controlled by Pieris or its  Affiliates as of the Effective Date or thereafter that is necessary or useful for the practice  of the Pieris Platform Technology.   “Pieris Platform Patents” means those Patents Controlled by Pieris or its Affiliates  as of the Effective Date and thereafter that are necessary or useful to practice the Pieris  Platform Technology. A list of the Pieris Platform Patents as of the Effective Date is  attached as Exhibit 1.138 hereto and will be updated by Pieris as required from time to time  during the Term.    “Pieris Platform Technology” means (i) Anticalin Libraries, Anticalin Selection,  Anticalin Expression, Anticalin Characterization, and Anticalin Affinity Maturation, all to  the extent Controlled by Pieris or its Affiliates and (ii) all Know-How (and all Intellectual  Property Rights therein) used by or on behalf of Pieris in connection with the materials and  processes of subsection (i) of this definition.   “Pieris Product IP” means the Pieris Product Know-How and Pieris Product  Patents.   “Pieris Product Know-How” means all Pieris Know-How in relation to any  Product as of the Effective Date, excluding the Pieris Building Block Know-How, the  Pieris Platform Know-How and the Pieris Platform Improvement Know-How.   “Pieris Product Patent” means the Pieris Patents Covering any Product or uses  thereof as of the Effective Date excluding the Pieris Building Block Patents, the Pieris  Platform Patents and the Pieris Platform Improvement Patents. The Product Patents are  listed in Exhibit 1.142.    “Pieris US” has the meaning set forth in the preamble.   “Product” means a bispecific Antibody-Anticalin protein fusion Biologic  comprising the Antibody Building Block Targeting [***] set forth in Exhibit 1.144 and the  Anticalin Building Block Targeting [***] with the sequence set forth in Exhibit 1.144.).   “Product Cell Line License” means the Commercial License Agreement related to  the Product by and between [***] and [***] with an effective date of [***].   “Product Development Plan” means a plan setting out the roles and  responsibilities of each Party in connection with the Development and Manufacture of  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 21 of 94      GDSVF&H\6023374.4  Product as set forth in this Agreement. The Product Development Plan shall also include a  budget outlining the costs associated with the Manufacturing tasks detailed in such Plan,  and may be updated by BP from time to time.    “Product Royalty” has the meaning set forth in Section 8.4.1.   “Prosecution and Maintenance” or “Prosecute and Maintain” means, with  regard to a particular Patent, the preparation, filing, prosecution and maintenance of such  Patent, as well as all proceedings that may take place before the patent office in any given  country or territory, including but not limited to U.S. interferences, U.S. inter partes  reviews and EP oppositions. For avoidance of doubt, “Prosecution and Maintenance” or  “Prosecute and Maintain” will not include any actions taken with respect to a Patent under  Section 9.6 or Section 9.7.   “Publishing Party” has the meaning set forth in Section 10.2.1.   “Receiving Party” has the meaning set forth in Section 10.1.1.   “Regulatory Authority” means any Governmental Authority involved in granting  approvals for Development, Manufacturing or Commercialization, including the FDA, the  EMA, the Japanese Ministry of Health, Labour and Welfare and the Pharmaceuticals and  Medical Devices Agency in Japan.   “Regulatory Exclusivity” means any exclusive marketing rights or data exclusivity  rights conferred by any applicable Governmental Authority or Regulatory Authority, other  than an issued and unexpired Patent, including any regulatory data protection exclusivity  (including, where applicable, pediatric exclusivity and/or orphan drug exclusivity) and/or  any other exclusivity afforded by restrictions which prevent the granting by a Regulatory  Authority of regulatory approval to market a Biosimilar.   “Regulatory Materials” means regulatory applications, submissions, dossiers,  notifications, registrations, case report forms, trial master file, drug master file (“DMF”),  common technical documents, question and answers with Regulatory Authorities,  Marketing Approvals or other filings or communications made to or with, or other  approvals granted by, a Regulatory Authority that are necessary or reasonably desirable in  order to Develop, Manufacture or Commercialize a Product in a particular country or  regulatory jurisdiction.    “Research” or “Researching” means activities, other than Development, related to  the design, discovery, generation, identification, profiling, characterization, production,  process development, cell line development, pre-clinical development or non-clinical or  pre-clinical studies of drug candidates and Product.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 22 of 94      GDSVF&H\6023374.4   “Reviewing Party” has the meaning set forth in Section 10.2.1.   “[***]” has the meaning set forth in Section 2.4.1.   [***] with regards to a Product in any portion of the [***].   “[***]” means the [***].   “Royalty Term” means, on a Product-by-Product and country-by-country basis, the  time period from the First Commercial Sale of such Product in such country until the later  of (a) the last to expire of the Valid Claims Covering the Manufacture or  Commercialization (including the use, sale or offer for sale) of such Product in such  country and (b) [***] years from the First Commercial Sale of such Product in such  country.    “Rules” has the meaning set forth in Section 14.1.4.1.   “Sales Milestone Event” has the meaning set forth in Section 8.3.   “Sales Milestone Payments” has the meaning set forth in Section 8.3.    “Senior Executives” means the Chief Executive Officers of Pieris and BP.   “Senior Representatives” means a Vice President-level or above representative  with relevant decision-making authority with respect to an applicable Dispute under this  Agreement.   “SPCs” has the meaning set forth in Section 9.9.   “Sublicense” means an agreement between BP or its Affiliates or Sublicensees and  a further Sublicensee.     “Sublicense Consideration” means Consideration in connection with a Sublicense  (including an agreement that includes the right to have sold, such as in certain distributor  or co-promotion agreements). For avoidance of doubt, “Sublicense Income” shall not  include royalties based on [***] or (a) [***], (b) [***],  (c) [***], and (d) [***]. In the case  of Sublicense Income in the form of a premium paid solely by Sublicensee in exchange for  the issuance of equity in BP or any Affiliate over and above the then-current fair market  value of such equity, or Sublicense Income in the form of in-kind or non-monetary  consideration, the amount of the premium or the monetary value of the consideration will  be negotiated by the Parties in good faith.    “Sublicense Revenue Period” has the meaning set forth in Section 8.7.4.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 23 of 94      GDSVF&H\6023374.4   “Sublicense Revenue Share” has the meaning set forth in Section 8.7.4.   “Sublicensee” means a Third Party to whom BP or its Affiliates or Sublicensees  has, pursuant to Section 2.3.1, granted a sublicense under any rights granted under Section  2.1 to Exploit the Product.    “Target” means the biological target of a pharmacologically active drug  compound. “Target” and “Targeting” have a correlative meaning.    “Technology Transfer Plan” has the meaning set forth in Section 4.3.2.   “Term” has the meaning set forth in Section 13.1.   “Terminated Product” has the meaning set forth in Section 13.3.1.   “Territory” means all countries of the world.    “Third Party” means any Person other than BP, Pieris or their respective Affiliates.   “Third Party Claims” has the meaning set forth in Section 12.1.    “Third Party License Cost Split” has the meaning set forth in Section  8.6.2.   “Trademark” means any trademark, trade name, service mark, service name,  brand, domain name, trade dress, logo, slogan or other indicia of origin or ownership,  including the goodwill and activities associated with each of the foregoing.   “[***]” has the meaning set forth in Section 12.2.   “[***] License Agreement” has the meaning set forth in Section 12.2.   “Valid Claim” means (a) a claim of an issued and unexpired Pieris Patent or Co- Invented Arising Patent, which claim has not been revoked or held invalid or unenforceable  by a court or other government agency of competent jurisdiction by a final determination  without the possibility of appeal or has not been held or admitted to be invalid or  unenforceable through re-examination or disclaimer, reissue, opposition procedure, nullity  suit or otherwise by a final determination without the possibility of appeal or (b) a claim  of a pending Pieris Patent or Co-Invented Arising Patent that has not been abandoned,  finally rejected or expired without the possibility of appeal or refiling; provided, however,  that Valid Claim will exclude any such pending claim in an application that has not been  granted within [***] years following the earliest priority filing date for such application.  Notwithstanding the foregoing, [***].   2. LICENSE GRANTS  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 24 of 94      GDSVF&H\6023374.4   Product. Subject to the terms and conditions set forth herein, Pieris hereby grants to  BP:   a non-exclusive, sublicensable (subject to Section 2.3.1), personal and non- transferable (except as set forth Section 14.3), right and license under the Pieris IP   (including the Platform IP, Pieris Platform Improvement IP and Pieris Building  Block IP but excluding the Pieris Product IP) to Exploit (subject to Section 4.5)  Products in the Territory solely for Commercialization of such Product in the Field  and in the Territory;   a royalty-bearing, sublicensable (subject to Section 2.3.1), non-transferable  (except as set forth in Section 14.3), exclusive (even as to Pieris, subject to Section  2.2) right and license under the Pieris Product IP to Exploit (subject to Section 4.5)  Products in the Territory solely for Commercialization of such Product in the Field.   Development and Manufacturing Assistance License. Subject to the terms and  conditions set forth herein, BP hereby grants to Pieris a non-exclusive license under the  Pieris Product IP to assist BP in connection with the Development and Manufacture of  Products for such time as Pieris’ supporting in Developing and Manufacturing the Product  as contemplated under this Agreement is concluded.   Sublicense and Subcontract Rights and Obligations.    BP Sublicensing and Subcontracting. BP shall have the right to sublicense  or subcontract (through multiple tiers), in whole or in part, the rights provided under  Section 2.1 above; provided, however: (a) such Sublicense or subcontractor  agreement will be consistent with all relevant terms and conditions of this  Agreement, (b) such Sublicense or subcontractor agreement shall not relieve BP of  its diligence obligations hereunder, (c) BP will remain liable for performance of all  the terms and conditions of this Agreement (including but not limited to payment  terms) such that any act or omission by or on behalf of a Sublicensee or  subcontractor that would be a breach of this Agreement if undertaken by BP, shall  be deemed a breach of this Agreement by BP; provided, however, BP shall have  the opportunity to cure such breach in accordance with Section 13.2.1, (d) such  subcontractors (including, e.g., consultants) and Sublicensees undertake in writing  obligations of confidentiality and non-use regarding Confidential Information that  are at least as restrictive as those undertaken by the Parties pursuant to Section 10  (except for a commercially-reasonable term for duration of confidentiality), (e) in  the case of a [***], BP shall comply with its [***] obligations to Pieris under  Section 2.4, and (f) BP shall notify Pieris within[***] Business Days of granting  such [***], providing [***] and a summary of [***].   Pieris Subcontracting. Pieris may not subcontract, delegate or sublicense  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 25 of 94      GDSVF&H\6023374.4  the performance of its manufacturing assistance without BP’s prior written consent,  which may be withheld in BP’s sole discretion. Subject to BP’s prior written  consent, Pieris shall have the right to subcontract its manufacturing assistance;  provided, however, that Pieris will remain liable for performance of all the terms  and conditions of this Agreement applicable to Pieris such that any act or omission  by or on behalf of a subcontractor that would be a breach of this Agreement if  undertaken by Pieris, shall be deemed a breach of this Agreement by Pieris. For the  avoidance of doubt, Pieris may subcontract its manufacturing assistance to the  Persons set forth in Exhibit 2.3.2.   [***].    In the event that BP determines that it should [***], BP shall promptly  provide Pieris written notice prior to [***]. If within [***] days following receipt  of [***], Pieris notifies BP of [***].    In the event that BP [***], BP shall promptly provide [***]. If within [***]  days following receipt of the [***].   In the event Pieris: (a) does not [***] within [***] days following receipt of  the [***]; (b) the Parties [***] day period following Pieris’ written notice of such  interest; (c) indicates it [***], or (d) [***], then BP shall have no further obligation  to Pieris under this Section 2.4, [***].   For the avoidance of doubt (and subject to Section 2.4.3), BP [***] until it  has followed the procedure set forth in Section 2.4.1 or Section 2.4.2.   No Implied Rights. No license or other right is or shall be created or granted hereunder  by implication, estoppel or otherwise. All licenses and rights hereunder are or shall be  granted only as expressly provided in this Agreement. All rights a Party not expressly  granted hereunder are reserved by such Party and, except as otherwise expressly set forth  herein, may be used by such Party for any purpose.  3. GOVERNANCE, REPORTING & DECISION-MAKING   Alliance Manager. No later than [***] days after the Effective Date, each Party will  designate an individual to facilitate communication, Data exchange and coordination of the  Parties’ activities under this Agreement, including Exploitation of Products (each, an  “Alliance Manager”). The Alliance Managers shall meet quarterly or as otherwise agreed  in order to perform such responsibilities.   Decision Making. BP shall have the exclusive right, and sole responsibility and  decision-making authority (either itself or through its Affiliates, agents, subcontractors  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 26 of 94      GDSVF&H\6023374.4  and/or Sublicensees) to Exploit the Products in the Field and in the Territory.  Notwithstanding the foregoing, Pieris shall have final decision-making authority with  respect to deployment of its internal resources and FTEs under the Product Development  Plan or otherwise, provided, however, that Pieris shall have the obligation to make  available the internal resources and FTEs as set forth in the Initial Product Development  Plan.   Annual Reporting. BP shall update Pieris as to the status of the Exploitation of  Products through a written annual report no later than [***] days following the end of [***]  and each Calendar Year thereafter, outlining BP’s efforts in connection with Exploitation  relating to each Product and informing Pieris of material events related to the Development  of the Product, including, to the extent not already provided, a copy of the clinical study  report (CSR) for each conducted Clinical Study. Such report shall also provide an updated,  rolling diligence plan summarizing the Exploitation activities anticipated to be undertaken  over [***] years immediately subsequent to the Calendar Year of such report. Such written  report shall be in sufficient detail so as to enable Pieris to monitor BP’s compliance with  its diligence obligations under Section 7.1, such as setting forth information related to  Clinical Studies (such as development phase, Indications, anticipated size and duration,  primary endpoints, and top-line results, as available and applicable) that (a) have been  conducted in the prior [***] months or (b) are intended to be conducted or Initiated in the  next [***] months; anticipated launch dates by country; in the event of [***] successive  Calendar Quarters of declining Net Sales of such Product, a high-level explanation of such  declining Net Sales.  Not more than [***] per Calendar Year, Pieris may reasonably request  a telephone conference to discuss the annual report provided under this Section 3.3 and  such telephone conference shall occur within [***] days of Pieris’ request.  4. DEVELOPMENT & MANUFACTURING   Initial Product Development Plan. The Parties have agreed on an initial Product  Development Plan (the “Initial Product Development Plan”), which is attached to this  Agreement as Exhibit 4.1.    Amendments to the Product Development Plan. Subject to the other provisions of  this Agreement, the Product Development Plan may be updated and amended from time to  time by BP.   Initial Know-How & Materials Transfer.    As soon as reasonably practicable and within [***] days following the  Effective Date or any other schedule agreed upon by the Parties, Pieris shall transfer  to BP, at Pieris’ cost and expense, all Know-How Controlled by Pieris and directly  related to the Exploitation of the Products as set forth in the Technology Transfer  Plan. As soon as reasonably practicable after the Effective Date and within the  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 27 of 94      GDSVF&H\6023374.4  longest of (a) [***] days following the Effective Date, (b) [***] days following BP  providing information on where to transfer (including the address) in writing, or (c)  any other schedule agreed upon by the Parties, Pieris shall transfer all physical and  biological materials Controlled by Pieris and directly related to the Product (such  as the master cell bank associated with the Product) as set forth in the Technology  Transfer Plan (which will be updated to include a detailed description of each such  physical or biological material), subject to the Cell Line License and any quantities  of Products available; provided, in the event Pieris reasonably determines that  additional time is necessary properly to effectuate such transfer of physical and  biological materials, the Alliance Managers shall work together reasonably and in  good faith to ensure prompt, proper transfer of such physical and biological  materials.   Subject to Section 4.3.1, Pieris shall transfer all Know-How described in (and  transfer shall be conducted in accordance with) the technology transfer plan  attached hereto as Exhibit 4.3.2 (the “Technology Transfer Plan”) which: (a)  specifies goals and estimated timelines for the achievement of the transfer; (b)  specifies specific Know-How to be transferred; and (c) sets forth those obligations  assigned to each Party with respect to such Know-How transfer.     The Know-How and Material transfers set forth in this Section 4.3 shall occur  in an orderly fashion and in a manner such that the value, usefulness and  confidentiality of the transferred Know-How and biological or physical materials  are preserved by both Parties.   Ongoing Know-How Transfer. Following the initial transfer of Know-How and  materials under Section 4.3, Pieris shall provide, in the first [***] months following the  Effective Date, BP with reasonably requested non-Manufacturing related Pieris Know- How (such as protocols or Data) and reasonable access to Pieris personnel for questions or  clarification as are reasonably required in order for BP to Exploit the Product as  contemplated under this Agreement. For avoidance of doubt, any CMC and Manufacturing  related assistance shall be handled under Section 4.6.   Manufacturing Generally. For avoidance, of doubt, BP shall have sole control over  all aspects of the Manufacture of the Products in every country of the world.    Pieris Manufacturing Assistance.    Without limiting BP’s rights or Pieris’ obligations described in Section 4.3,  Section 4.4 or Section 4.5, and as reasonably requested or directed by BP, Pieris  shall provide up to [***] Dollars ($[***]) in FTE Costs and Out-of-Pocket Costs  connection with the Manufacture of Products. The anticipated contribution of Pieris  shall be included in the Product Development Plan, subject to Pieris’ consent with  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 28 of 94      GDSVF&H\6023374.4  respect to proposed contribution of Pieris FTEs beyond what is set forth in the  Initial Product Development Plan.    The Parties anticipate Pieris will provide up to [***] FTE hours of support  during the first [***] months following the Effective date and up to [***] FTE  hours in total, in each case in connection with the Initial Product Development Plan.  Should activities requested of Pieris in connection with the Product Development  require Pieris to perform additional FTE hours, Pieris shall promptly notify the BP  Alliance Manager and provide a detailed accounting of the hours expended and  activities performed to date and a good faith estimation of the additional FTE hours  necessary to complete such requested activities. Upon written authorization of the  BP Alliance Manager’s election, such additional FTE hours will be approved.   At least [***] per month, or as otherwise mutually agreed, during the time  Pieris is performing Pieris Conducted Activities under Product Development Plan,  Pieris shall update BP with respect to (a) the activities performed under the Product  Development Plan since the previous update, including all results achieved, (b) the  expected activities between such update and the next update and the prioritization  thereof, (c) any issues or circumstances of which Pieris is aware that may prevent  or adversely affect in a material manner its future performance of activities under  the Product Development Plan, and (d) any reasonably foreseeable expenditures for  amounts expected to be incurred (to the extent material).   Within [***] days after the end of each Calendar Quarter, Pieris will provide  BP with an itemized accounting in a format agreed between the Parties of the FTE  Costs and Out-of-Pocket Costs actually incurred by Pieris in connection with  activities under the Product Development Plan during such Calendar Quarter (the  “Quarterly Manufacturing Assistance Report”). In addition, [***]. BP shall  provide evidence of such [***] to Pieris (which Pieris shall include in the Quarterly  Manufacturing Assistance Report) and [***] days after the end of each Calendar  Quarter in which Pieris received such evidence. Once Pieris has expended [***]  Dollars ($[***]) in Pieris’ FTE Costs and Out-of-Pocket Costs (whether incurred  by Pieris or BP) as evidenced by such Quarterly Manufacturing Assistance  Reports)), the Parties may mutually agree that Pieris continue to provide  Manufacturing assistance, subject to Pieris’ consent and [***].   Without limiting any of its other rights under Section 4.3 or this Section 4.6,  BP reserves the right to take over responsibility for any activities performed (or to  be performed) by Pieris under the Technology Transfer Plan (including  development of a new master cell bank or research cell bank [***] up to: (a) [***]  Dollars ($[***]) if [***], or (b) [***] Dollars ($[***]) if [***], in each case (a) or  (b), of the [***]. [***] for any other activities in this Section 4.6.5 are subject to  [***].   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 29 of 94      GDSVF&H\6023374.4   Expedited Dispute Resolution for Pieris Conducted Activities. In the event BP  reasonably determines there is an issue with any Pieris Conducted Activities, promptly  upon BP’s request and in any event within [***] Business Days, Pieris agrees to negotiate  reasonably and in good faith in connection with any aspect of the Pieris Conducted  Activities. BP may escalate any matter which cannot be resolved in such negotiation to the  Senior Representatives within [***] Business Days of the start of such negotiation and to  the Senior Executives within [***] Business Days of the escalation to the Senior  Representatives (if such Senior Representatives do not resolve such matter in such [***]  Business Days).   Mutual Cooperation. The Parties will cooperate, and will cause their Affiliates and  their and their Affiliates’ respective employees, agents and contractors to cooperate, with  each other to effectuate the transfer of rights and materials under this Section 4, including  by promptly executing and recording assignments and other documents as requested by  each Party (including the [***]). This includes those items in Exhibit 4.3.2 which are  indicated to require BP’s written agreement prior to transfer.    Product Cell Line License.    Within [***] days of receipt of the up-front payment in Section 8.1, Pieris  shall assign the Product Cell Line License to BP as permitted under such License.    The Parties acknowledge that the Manufacture the Product (as it exists as of  the Effective Date) is subject to the Product Cell Line License.    Each Party shall comply with its obligations under the terms of the Product  Cell Line License (including in connection with the Exploitation of the Product)  and shall notify the other Party immediately if it becomes aware of any dispute  under such agreement. Each Party agrees to provide all reasonably requested  assistance and information to the other Party to assist such other Party in its  compliance with the Product Cell Line License.   5. REGULATORY   Ownership. As between Pieris and BP, BP will exclusively own, maintain and have  control over all INDs, MAAs and related regulatory documentation submitted to any  Regulatory Authority with respect to any Product Exploited under this Agreement.    Responsibility. For the avoidance of doubt, BP (either itself or through its Affiliates,  subcontractors and/or Sublicensees) will have sole control over (including the exclusive  right, sole responsibility and final decision-making authority for) all aspects of regulatory  matters relating to any Product, including (a) overseeing, monitoring and coordinating all  regulatory actions, communications and filings with, and submissions to, each Regulatory  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 30 of 94      GDSVF&H\6023374.4  Authority; (b) interfacing, corresponding and meeting with each Regulatory Authority; (c)  seeking and maintaining all regulatory filings; (d) maintaining and submitting all records  required to be maintained or required to be submitted to any Regulatory Authority; and (e)  conducting all Clinical Studies and non-clinical studies BP believes appropriate.   Communications.    Material Communications.    BP Communications. Within [***] Business Days after receipt of  any Material Anticalin Communication from a Regulatory Authority with  respect to any Product (or [***] Business Days to the extent such Material  Anticalin Communication is related to a Clinical Study hold or potential  Clinical Study hold for safety reasons or for a potential withdrawal from the  market for a safety issue or a report of a serious safety finding by a  Regulatory Authority for any Product), BP will provide Pieris, through its  Alliance Manager, with a brief written description of the principal issues  raised in such Material Anticalin Communication.    Pieris Communications. Within [***] Business Days after receipt  of any Material Product Communication from a Regulatory Authority with  respect to any product Controlled by Pieris (or [***] Business Days to the  extent such Material Product Communication is related to a Clinical Study  hold or potential Clinical Study hold for safety reasons or for a potential  withdrawal from the market for a safety issue or a report of a serious safety  finding by a Regulatory Authority for any Product), Pieris will provide BP,  through its Alliance Manager, with a brief written description of the  principal issues raised in such Material Product Communication.   Safety Exchange Agreement. To the extent necessary for either Party to  comply with Applicable Law or Regulatory Authority requirements, the Parties  may negotiate in good faith and enter into a safety data exchange agreement.     Recalls. BP shall have the sole right to determine whether and how to implement a  recall or other market withdrawal of any Product.  6. COMMERCIALIZATION   Commercialization. For the avoidance of doubt, BP shall be solely responsible for  and have sole control over all aspects of the Commercialization of each Product in every  country of the world, including planning and implementation, distribution, booking of  sales, pricing, reimbursement, and costs.   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 31 of 94      GDSVF&H\6023374.4   Reporting. BP shall remain subject to the reporting requirements under Section 3.3  with respect to the Commercialization of the Product.  7. DILIGENCE & NON-COMPETE   Diligence Requirements. BP shall use Commercially Reasonable Efforts to Develop,  Manufacture and Commercialize at least [***] for at least [***] Indication in the Field for  each of the following geographies: (a) [***]; (b) [***]; (c) [***]; and (d) [***]. For the  avoidance of doubt, BP may satisfy its obligations under this Agreement (including this  Section 7.1) through the efforts of its Affiliates, subcontractors or Sublicensees.   Non-Compete   Generally. During the Term, to the maximum extent permitted by Applicable  Law, each Party and its Affiliates and Sublicensees covenants not to Exploit, itself  or with a Third Party, any Competing Product in the Field and in the Territory;  provided, notwithstanding anything to the contrary in this Agreement:    the restrictions in Section 7.2.1 will not apply to any BP Parent  Entity, provided that the Exploitation of a Competing Product occurs  without any access by the relevant BP Parent Entity to any Know-How or  Pieris Confidential Information in BP’s possession or control related to the  Product; provided further that no BP Restricted Entity or BP Restricted  Individual is employed, contracted or otherwise consulted by the relevant  BP Parent Entity in the Exploitation of the Competing Product in any way;  and provided further, that a “firewall” of reasonable safeguards is put in  place by BP between individuals with access to information related to the  Product, on the one hand, and the personnel responsible for the Exploitation  of such Competing Product, on the other hand, and the Development or  Commercialization of such Competing Product does not make use of or  incorporate any technology Covered by Pieris Patents; and   the restrictions placed on BP and its Affiliates in Section 7.2.1 will  not apply in the event of a Change of Control of BP or any of its Affiliates  where BP or the applicable Affiliate is acquired, provided that the  Exploitation of such Competing Product occurs without any access to any  Know-How or Pieris Confidential Information in BP’s possession or control  related to the Product; and provided further, that a “firewall” of reasonable  safeguards is put in place by BP between individuals with access to  information related to the Product, on the one hand, and the personnel  responsible for the Exploitation of such Competing Product, on the other  hand, and the Development or Commercialization of such Competing  Product does not make use of or incorporate any technology Covered by  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 32 of 94      GDSVF&H\6023374.4  Pieris Patents.   Effect of Sublicense. Notwithstanding Section 7.2.1, to the extent that BP  enters into a Sublicense wherein BP plays no role whatsoever in the Development,  Manufacture, and Commercialization of a Product, then, in such case BP and its  Affiliates shall be permitted to Research, Develop, Manufacture or Commercialize  a Competing Product. For avoidance of doubt, such Sublicensee shall remain  subject to the non-compete set forth in Section 7.2.1 and BP shall remain obligated  and liable for any breach of such non-compete by such Sublicensee.  8. PAYMENTS   Up-Front License Fee. In partial consideration for the license and rights granted to  BP herein related to Products, BP will pay, or cause to be paid, to Pieris within[***] days  of the Effective Date a one-time payment of [***] Dollars ($[***]). Such payment will be  non-refundable, non-creditable and not subject to set-off.   Developmental Milestones.    In partial consideration for the license and rights granted to BP herein related  to Products, on a Product-by-Product basis, BP will make, or cause to be made,  milestone payments to Pieris (each, a “Developmental Milestone Payment”) upon  the first achievement of the development and regulatory milestone events set forth  in this Section 8.2 (each, a “Developmental Milestone Event”) with respect to  such Product. Such Developmental Milestone Payments shall be made within [***]  days after achievement of the corresponding Developmental Milestone Event.   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 33 of 94      GDSVF&H\6023374.4  Developmental  Milestone Event [***] [***] [***]  Phase 1 Study  Initiation: [***] Dollars ($[***]) [***] [***]  Phase 1b Study  Initiation or Phase 2  Study Initiation:  [***] Dollars ($[***]) [***] [***]  Phase 3 Study  Initiation: [***] Dollars ($[***]) [***] Dollars  ($[***]) [***]  [***] [***] Dollars ($[***]) [***] Dollars  ($[***])  [***] Dollars  ($[***])  [***] [***] Dollars ($[***]) [***] Dollars  ($[***]) [***]  [***] [***] Dollars ($[***]) [***] Dollars  ($[***]) [***]  Total [***] Dollars ($[***]) [***] Dollars  ($[***])  [***] Dollars  ($[***])   For the avoidance of doubt: (a) the total maximum milestones payable under  this Section 8.2 for each Product, for the first Indication, shall not exceed [***]  Dollars ($[***]); (b) the total maximum milestones payable under this Section 8.2  for each Product, for the second Indication, shall not exceed [***] Dollars ($[***]);  (c) the total maximum milestones payable under this Section 8.2 for each Product,  for the third Indication, shall not exceed [***] Dollars ($[***]); and (d) the total  maximum milestones payable under this Section 8.2 for each Product, in the  aggregate for any and all Indications, shall not exceed [***] Dollars ($[***]). With  respect to each Developmental Milestone Event for each Product, the Development  Milestone Payments to be made under this Section 8.2 shall be due and payable  only once, regardless of whether Commercialized as single agent, Combination  Product or Product Bundle.   The [***] and the [***] milestones shall be deemed achieved upon [***].   For avoidance of doubt, single events may trigger multiple Developmental  Milestone Payments. For example, to the extent that a [***] is Initiated with respect  to a Product and such [***] is directed to two Indications, then both the [***] Dollar  ($[***]) and [***] Dollar ($[***]) Developmental Milestone Payments shall be due  in connection with such single [***] Initiation.   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 34 of 94      GDSVF&H\6023374.4   If any of the above Developmental Milestone Events are skipped (i.e. a later  Developmental Milestone Payment is payable before an earlier Developmental  Milestone Payment), the skipped Developmental Milestone Event will be deemed  to have been achieved upon the earlier of achievement of the subsequent milestone  or upon Marketing Approval and the corresponding Developmental Milestone  Payment(s) shall then become due, as applicable. Notwithstanding the above, if a  Product receives Accelerated Approval in [***], based on a Phase 1b Study or  Phase 2 Study, and the applicable Regulatory Authority requires a confirmatory  Phase 3 Study to be Initiated after such approval, then the applicable [***], shall  be deemed achieved, but the Phase 3 Study Initiation Developmental Milestone  Event shall only be deemed achieved once such confirmatory Phase 3 Study is  Initiated.    Sales Milestone Payments.    In partial consideration for the license and rights granted to BP herein related  to Products, BP shall make, or cause to be made, on a Product-by-Product basis,  the non-refundable, non-creditable, one-time payments (the “Sales Milestone  Payments”) to Pieris based upon the first achievement of the following Calendar  Year cumulative Net Sales of each Product (the “Sales Milestone Event”) as set  forth below within [***] days of the end of the Calendar Year in which a Sales  Milestone Event is achieved.  Sales Milestone Event Sales Milestone Payment  The first time Net Sales achieves [***] Dollars  ($[***]) in Net Sales of such Product in a  Calendar Year  [***] Dollars ($[***])    The first time Net Sales achieves [***] Dollars  ($[***]) in Net Sales of such Product in a  Calendar Year  [***] Dollars ($[***])    The first time Net Sales achieves [***] Dollars  ($[***]) in Net Sales of such Product in a  Calendar Year  [***] Dollars ($[***])    The first time Net Sales achieves [***] Dollars  ($[***]) in Net Sales of such Product in a  Calendar Year  [***] Dollars ($[***])    The first time Net Sales achieves [***] Dollars  ($[***]) in Net Sales of such Product in a  Calendar Year  [***] Dollars ($[***])     For the avoidance of doubt, each aforementioned Sales Milestone Payment  shall be made only once for each Product, regardless of the number of Products  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 35 of 94      GDSVF&H\6023374.4  achieving the Sales Milestone Event, or the number of Calendar Years in which a  Product achieves such Sales Milestone Event.   The achievement of a higher Sales Milestone Event shall in addition trigger  the payment of a lower Sales Milestone Event in the event such lower Sales  Milestone Event had not been triggered prior to achievement of the higher Sales  Milestone Event. For example, if in the first Calendar Year following the [***] Sale  of a Product, cumulative Net Sales of such Product in such Calendar Year are [***]  Dollars ($[***]), the Sales Milestone Event for cumulative Net Sales achieving  [***] Dollars ($[***]), [***] Dollars ($[***]) and [***] Dollars ($[***]) in Net  Sales for such Product in a Calendar Year will be triggered and, upon receipt of  notice from BP of achievement of such Sales Milestone Events, Pieris shall invoice  BP for the corresponding [***] Dollar ($[***]), [***] Dollar ($[***]) and [***]  Dollar ($[***]) Sales Milestone Payments.   For the avoidance of doubt, the total maximum milestones payable for each  Product under this Section 8.3 shall not exceed [***] Dollars ($[***]).   Royalty Payments.    In partial consideration for the license and rights granted to BP herein related  to Products, BP shall make, or cause to be made, to Pieris, on a Product-by-Product  basis during the Royalty Term for each such Product, payments of royalties equal  to the following percentages of Net Sales (“Product Royalty”) of such Product  over a Calendar Year in the Territory.   Annual Calendar Year Royalty  Bearing Net Sales Royalty Rates owed by BP  Portion of Net Sales less than  [***] Dollars ($[***])  [***] Percent ([***]%)  Portion of Net Sales equal to or  greater than [***] Dollars ($[***])  and [***] Dollars ($[***])  [***] Percent ([***]%)  Portion of Net Sales equal to or  greater than [***] Dollars ($[***])  and less than [***] Dollars  ($[***])  [***] Percent ([***]%)  Portion of Net Sales equal to or  greater than [***] Dollars ($[***])  and less than [***] Dollars  [***] Percent ([***]%)  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 36 of 94      GDSVF&H\6023374.4  ($[***])  Portion of Net Sales equal to or  greater than [***] Dollars ($[***])  [***] Percent ([***]%)   By way of illustration, assume in a Calendar Year, during the Royalty Term,  that (a) aggregate annual Net Sales of a Product in Dollars total [***] Dollars  ($[***]) and (b) no adjustments or deductions to payments under this Section 8  apply. The total Product Royalty due and payable by BP to Pieris for such Net Sales  would be, [***] Dollars ($[***]) calculated as follows:  $[***] x [***]% = $[***]   $[***] x [***]% = $[***]   $[***] x [***]% = $[***]    $[***] x [***]% = $[***]  Total Royalty = $[***]   For purposes of determining whether a royalty tier or a Sales Milestone Event  described in Section 8.3 or Section 8.4 above has been attained, only Net Sales that  are subject to a Product Royalty payment shall be included in the total amount of  Net Sales and any Net Sales that are not subject to a Product Royalty payment shall  be excluded.    Product Royalties payable under this Section 8.4 shall be payable on actual  Net Sales and shall accrue at the time the invoice for the sale of Product is delivered.  Product Royalty obligations that have accrued during a particular Calendar Quarter  shall be paid, on a Calendar Quarter basis, within [***] days after the end of each  Calendar Quarter during which the Product Royalty obligation accrued.   Other Payments.   As between the Parties, BP shall be solely responsible for and, except for the  one-time payment set forth in Exhibit 4.1, shall make all payments due in  connection with the Product Cell Line License without offset or reduction to the  payments due to Pieris under this Section 8.   The Parties acknowledge that Pieris is a Party to the [***] License  Agreement in connection with the license of certain Pieris Platform IP. Pieris shall  remain solely responsible for all payments due under the [***] License Agreement.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 37 of 94      GDSVF&H\6023374.4   Other than the Product Cell Line License and the [***] License Agreement,  as of the Effective Date, there are no other Known Third-Party Obligations.    Additional Royalty Terms.   Royalty Term. The Product Royalties due under Section 8.4 shall be paid on  a country-by-country basis and shall be payable for the duration of the Royalty  Term.   Reductions for Third Party Obligations. Except as set forth in Section 8.5, in  the event BP or an Affiliate or Sublicensee reasonably determines it would be  necessary to obtain licenses to (or otherwise acquire) Patents of Third Parties other  than the Known Third-Party Obligations that Cover the active pharmaceutical  ingredient (“API”) of the initial Product as set forth in Exhibit 8.6.2, in order to  Manufacture after First Commercial Sale or Commercialize the API of such  Product (but not, for example, any formulation or associated device, which shall  solely be the responsibility of BP) (“Additional Third Party Licenses”), BP or  such relevant Affiliate or Sublicensee may negotiate and obtain any such Additional  Third Party Licenses but shall not be obligated to do so. Pieris and BP (or such  relevant Affiliate or Sublicensee, as applicable) shall share equally the costs under  such Additional Third Party Licenses (“Third Party License Cost Split”) and  Pieris’ [***] percent ([***]%) share of the royalties and sales milestones associated  with such Additional Third Party Licenses shall be payable in the form of a  reduction of the Product Royalty and Sales Milestone Payments that would  otherwise be payable by BP to Pieris. Pieris’ share of the total costs of such  Additional Third Party License shall not reduce Pieris’ Royalty or Sales Milestone  Payments by more than [***] percent ([***]%) of the Product Royalty or Sales  Milestone Payments otherwise due to Pieris in any Calendar Quarter, provided that  reductions to Royalty Payments or Sales Milestone Payments under this Section  8.6.2 not exhausted in one Calendar Quarter may be carried forward to the next  Calendar Quarter. Notwithstanding the foregoing, as an incentive to initiate a First  Commercial Sale prior to [***] (the “Early Launch Date”), the Third Party Cost  Split shall be modified so that Pieris covers [***] percent ([***]%) and BP (or such  relevant Affiliate or Sublicensee, as applicable) covers twenty-five percent  ([***]%) of the costs associated with any Additional Third Party License  attributable to the Commercialization of the Product through the Early Launch Date  (as determined in accordance with Accounting Standards). All other terms under  this Section 8.6.2 shall otherwise remain the same (including that Pieris’ [***]  percent ([***]%) share shall be payable in the form of a reduction of the Product  Royalty and Sales Milestone Payments that would otherwise be payable by BP to  Pieris, subject to a ([***]%) minimum payment of such Product Royalty and Sales  Milestone Payments and subject to the ability to carry forward any unexhausted  reductions to future Product Royalty and Sales Milestone Payments). For avoidance  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 38 of 94      GDSVF&H\6023374.4  of doubt, nothing stated herein shall prevent Pieris from seeking licenses to any  Intellectual Property Rights from any Third Party as it deems necessary; provided  that to the extent that such Intellectual Property Rights constitute Pieris IP, such  Intellectual Property Rights are included in the licenses granted under Section 2 of  this Agreement.   Reduction for Loss of Exclusivity. On a Product-by-Product and country-by- country basis, in the event that (a) there is no Valid Claim Covering the  Manufacture or Commercialization (including the use, sale or offer for sale) of such  Product in such country, and (b) there is entry of a Biosimilar of such Product in  such country, then the Royalty Payment payable to Pieris for such Product in such  country shall be reduced by [***] percent ([***]%) of the amount otherwise  payable hereunder as and from such Calendar Quarter. For avoidance of doubt, if  there is a reduction of the Product Royalty in a country under this Section 8.6.3,  there shall be no further reduction of the Product Royalty in such country due to  Biosimilar competition under Section 8.6.4.    Reduction for Biosimilar Competition. If in any Calendar Quarter after entry  of a Biosimilar(s) of a Product in a given country there has been a decline of the  Net Sales of the applicable Product in such country of more than [***] percent  ([***]%) of the Net Sales of such Product in such country achieved in the  [***]consecutive Calendar Quarters immediately prior to such entry in such  country, the Royalty Payment payable to Pieris for such Product in such country  shall be reduced by[***] percent ([***]%) of the amount otherwise payable  hereunder as and from such Calendar Quarter. If in any Calendar Quarter after entry  of a Biosimilar(s) of a Product in a given country there has been a decline of the  Net Sales of the applicable Product in such country of more than [***] percent  ([***]%) of the Net Sales of such Product in such country achieved in the [***]  consecutive Calendar Quarters immediately prior to such entry in such country, the  Royalty Payment payable to Pieris for such Product in such country shall be  reduced by [***] percent ([***]%) of the amount otherwise payable hereunder as  and from such Calendar Quarter. Notwithstanding the foregoing, in the event of  Biosimilar sales that are later enjoined by a court or otherwise halted (such as on  the basis of Patent or Regulatory Exclusivity) and the price of the Product returns  to the same level as was achieved immediately prior to entry of the Biosimilar, then  royalties shall be restored to the level otherwise contemplated under this  Agreement.   In the event Pieris acquires Pieris IP from a Third Party after the Effective  Date and the use of such Pieris IP by BP would cause Pieris to owe payments to  such Third Party which would not otherwise be due but for BP’s use: (a) Pieris shall  promptly notify BP in writing of such Pieris IP and such payments (and payment  terms related thereto), and (b) in the event BP elects to use such Pieris IP, BP shall  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 39 of 94      GDSVF&H\6023374.4  make, or cause to be made, payments to Pieris equal to: (i) for such IP that is  reasonably necessary for the Exploitation of the initial Product as set forth in  Exhibit 8.6.2, [***] percent ([***]%) of the payments set forth in such notice in  accordance with the payment terms set forth in such notice; (ii) for such IP that is  reasonably useful (but not reasonably necessary) for the Exploitation of any  Product, [***] percent ([***]%) of the payments set forth in such notice in  accordance with the payment terms set forth in such notice; or (iii) for such IP that  is reasonably necessary for the Exploitation of all Anticalin proteins (i.e., Anticalin  proteins generally), no amount shall be due from BP.    Revenue Sharing.    Change of Control Within [***] Months of Clinical PoC. In the event that  BP undergoes a Change of Control at any time from the Effective Date until [***]  months following Clinical PoC, BP shall pay Pieris [***] percent ([***]%) of all  COC Consideration due within [***] months of such Change of Control (such  period of time the “Change of Control Revenue Period” and such sum of money  the “Change of Control Revenue Share”).   Change of Control Thereafter. To the extent that BP undergoes a Change of  Control after [***] months following Clinical PoC, then Section 8.7.1 shall apply  except that the Change of Control Revenue Share that Pieris receives shall be  limited to COC Consideration received by Boston Pharma.   Equity Financing. In the event of an Equity Financing that would have been  a Change of Control but for the definition of Equity Financing, BP shall pay Pieris  [***] percent ([***]%) of all cash proceeds actually received by Boston Pharma in  connection with such Equity Financing (“Equity Financing Consideration”)  (such sum of money the “Equity Financing Revenue Share”).    In the event that BP Sublicenses its right to a Product, BP shall pay Pieris  [***] percent ([***]%) of all Sublicense Consideration due to BP from Sublicensee  within [***] months of the Sublicense Effective Date (such period of time the  “Sublicense Revenue Period” and such sum of money the “Sublicense Revenue  Share”).   For avoidance of doubt, the Sublicense Revenue Share shall not  relieve BP of its obligation to pay the Developmental Milestone Payments,  Sales Milestone Payments, and Product Royalties as set forth in this Section  8.    In the case of a Sublicense, to the extent that Sublicense  Consideration received by BP from a Sublicensee is made in connection  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 40 of 94      GDSVF&H\6023374.4  with a development or regulatory milestone event that coincides with a  Developmental Milestone Event triggering a Developmental Milestone  Payment or Sales Milestone Event triggering a Sales Milestone Payment  (“Coinciding Milestone Payment”), then the corresponding Sublicense  Revenue Share payment shall be calculated based on the amount of the  Coinciding Milestone Payment minus the amount of the corresponding  Developmental Milestone Payment or Sales Milestone Payment. For  example, if BP receives a milestone payment from Sublicensee in  connection with BLA Approval in the US in the amount of [***] Dollars  ($[***]) (the Coinciding Milestone Payment) during the Sublicense  Revenue Period, then the corresponding Developmental Milestone Payment  of [***] Dollars ($[***]) to be paid to Pieris under Section 8.2 shall first be  subtracted from such amount, yielding [***] Dollars ($[***]) as the basis  for the calculation of the Sublicense Revenue Share and a corresponding  Sublicense Revenue Share of [***] Dollars ($[***]). For avoidance of  doubt, nothing in this Section 8.7.4.2 reduces or alters any Developmental  Milestone Payment or Sales Milestone Payment that BP is required to make  under this Agreement.    BP shall make Sublicense Revenue Share, Change of Control Revenue Share  and Equity Financing Revenue Share payments on an ongoing basis, providing such  payments within [***] days of receipt of the Sublicense Consideration, Change of  Control Consideration or Equity Financing Consideration from the Sublicensee or  acquiror, as applicable.    BP shall not enter into any Sublicense, Change of Control or Equity  Financing with any Third Party or BP Parent Entity which transaction is structured  in a way that is designed to deprive Pieris of the benefit of the Revenue Share  payable under this Section 8.7. In the event Pieris reasonably determines that a  Sublicense, Change of Control or Equity Financing was structured in way that was  designed to deprive Pieris of the benefit of the Revenue Share payable under this  Section 8.7, the Parties shall cooperate reasonably and in good faith to determine  whether such Sublicense, Change of Control or Equity Financing was not structured  in way that was designed to deprive Pieris of the benefit of the Revenue Share  payable under this Section 8.7 and, if, after such cooperation, Pieris again  reasonably determines that such Sublicense, Change of Control or Equity Financing  was structured in way that was designed to deprive Pieris of the benefit of the  Revenue Share payable under this Section 8.7, to the Parties shall negotiate in good  faith the Revenue Share (if any) which would have been payable under this Section  8.7 if such Sublicense, Change of Control or Equity Financing was not structured  in way that was designed to deprive Pieris of the benefit of the Revenue Share  payable under this Section 8.7.   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 41 of 94      GDSVF&H\6023374.4   For the avoidance of doubt, there shall be no multiple counting with respect  to COC Consideration, Sublicense Consideration and Equity Financing  Consideration and COC Consideration, Sublicense Consideration and Equity  Financing Consideration shall each exclude any Consideration already accounted  for in another class of Consideration.    If any (a) Sublicense includes any sublicense in which BP or any of its  Affiliates conveys rights to Exploit one or more products other than the Product,  (b) Change of Control of BP conveys rights to Exploit one or more products other  than the Product, or (c) Equity Financing that would have been a Change of Control  but for the definition of Equity Financing and includes Equity Financing  Consideration and contemplates rights to Exploit one or more products other than  the Product (the rights to Exploit such products other than the Product in clauses  (a), (b) and (c) collectively, the “Other Assets”), then the Sublicense  Consideration, COC Consideration or Equity Financing Consideration (as the case  may be) will be adjusted to include only the relative value attributed at such time  to the Product and to exclude the relative value attributed at such time to the Other  Assets. Such relative value and related adjustment will be negotiated by the Parties  in good faith.    Payment Terms.   Manner of Payment. All payments to be made by BP hereunder will be made  in Dollars by wire transfer to such bank account as Pieris may designate.   Reports and Royalty Payments. For each Calendar Quarter during which  Product has been sold and as long as a Product Royalty is due to Pieris under this  Agreement, BP will furnish to Pieris (a) a good faith estimate, within [***] days  after the end of each such Calendar Quarter, and (b) a written report, within [***]  days after the end of each such Calendar Quarter, both (a) and (b) showing the  amount of Net Sales of Product and royalty due (in Dollars). The report will  include, at a minimum, the following information for the applicable Calendar  Quarter, each listed by country of sale: (i) the number of units of each Product on  which Product Royalty owed to Pieris hereunder sold by BP or its Affiliates or  Sublicensees; (ii) the gross amount received for such sales; (iii) Net Sales for the  Calendar Quarter and Year; (iv) deductions provided for in the definition of Net  Sales; and (v) the Product Royalties owed to Pieris. Such reports shall be deemed  Confidential Information of BP subject to Section 10 of this Agreement.   Records and Audits.    BP shall keep complete, true and accurate books and records in  accordance with its Accounting Standards in relation to this Agreement,  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 42 of 94      GDSVF&H\6023374.4  including in relation to the Product and Net Sales. BP will keep such books  and records for at least [***] years following the Calendar Year to which  they pertain.    Pieris may, not more than [***] per Calendar Year, upon written  request, cause an internationally-recognized independent accounting firm  (the “Auditor”), which is reasonably acceptable to BP, to inspect the  relevant records of BP and its Affiliates to verify the payments made or  Costs incurred by BP and the related reports, statements and books of  accounts, as applicable. Before beginning its audit, the Auditor shall  execute an undertaking reasonably acceptable to BP by which the Auditor  agrees to keep confidential all information reviewed during the audit. The  Auditor shall have the right to disclose to Pieris a non-confidential summary  of the basis for its conclusions and its conclusions regarding any payments  owed under this Agreement (including, for the avoidance of doubt, the  magnitude of any overpayment or underpayment) and to discuss with the  Parties how to interpret this Agreement.   BP and its Affiliates shall make their records available for  inspection by the Auditor (and not, for the avoidance of doubt, Pieris or any  other representative of Pieris) during regular business hours at mutually  agreed time(s) and place(s), upon receipt of reasonable advance notice from  Pieris or the Auditor. Such inspection right shall not be exercised more than  [***] in any Calendar Year and not more frequently than once with respect  to records covering any specific period of time. In addition, Pieris shall only  be entitled to audit the books and records of BP from the [***] Calendar  Years prior to the Calendar Year in which the audit request is made;  provided, for the avoidance of doubt, neither BP nor any Affiliate shall be  required to retain records beyond the period set forth in Section 8.8.3.1. The  Auditor shall provide its audit report and basis for any determination to BP  at the time such report is provided to Pieris before it is considered final. In  the event that the final result of the inspection reveals an undisputed  underpayment or overpayment by either Party, the underpaid or overpaid  amount shall be settled promptly. Pieris shall pay for such inspections, as  well as its expenses associated with enforcing its rights with respect to any  payments hereunder.   If an underpayment of more than the greater of (a) [***] percent  ([***]%) of the total payments due hereunder for the applicable Calendar  Year and (b) [***] Dollars ($[***]) is discovered, the fees and expenses  charged by the Auditor shall be paid by BP.   The terms of this Section 8.8.3 shall apply mutatis mutandis with  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 43 of 94      GDSVF&H\6023374.4  respect to BP’s right to audit Pieris’ records related to any amounts for  which Pieris seeks reimbursement or deduction from the pledged  Manufacturing assistance.    Currency Exchange. The amounts due to Pieris under this Agreement will be  expressed in Dollars. When conversion of payments from any foreign currency is  required to be undertaken by BP, the Dollar equivalent shall be calculated using  BP’s, its Affiliate’s or Sublicensee’s standard conversion methodology consistent  with relevant GAAP.    Taxes.   The royalties, milestones, sublicense revenue share and other  amounts payable by BP to Pieris pursuant to this Agreement (“Payments”)  shall not be reduced on account of taxes unless required by Applicable Law.  Pieris alone shall be responsible for paying any and all taxes (other than  withholding taxes required by Applicable Law to be paid by BP) levied on  account of, or measured in whole or in part by reference to, any Payments  it receives. BP shall deduct or withhold from the Payments any taxes that it  is required by Applicable Law to deduct or withhold. If, however, Pieris is  entitled under any applicable tax treaty to a reduction of rate of, or the  elimination of, applicable withholding tax, it may deliver to BP or the  appropriate Governmental Authority (with the assistance of BP to the extent  that this is reasonably required and is expressly requested in writing) the  prescribed forms necessary to reduce the applicable rate of withholding or  to relieve BP of its obligation to withhold tax, and BP shall apply the  reduced rate of withholding, or dispense with withholding, as the case may  be, provided that BP has received evidence, in a form reasonably  satisfactory to BP, of Pieris' delivery of all applicable forms at least [***]  Business Days prior to the time that the Payments are due. If BP withholds  any taxes from the Payments while Pieris is entitled under any applicable  tax treaty to a reduction of the rate of, or the elimination of, applicable  withholding tax, BP shall cooperate with Pieris with respect to any  documentation required by the appropriate Governmental Authority or  reasonably requested by Pieris to secure a reduction of the rate of, or the  elimination of, the applicable taxes withheld.   Notwithstanding anything to the contrary contained in this  Agreement, the following shall apply with respect to Indirect Taxes: All  payments are stated exclusive of Indirect Taxes. If any Indirect Taxes are  chargeable in respect of any payments, BP shall pay such Indirect Taxes at  the applicable rate in respect of any such payments following the receipt,  where applicable, of an Indirect Taxes invoice issued in the appropriate  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 44 of 94      GDSVF&H\6023374.4  form by Pieris in respect of those payments, such Indirect Taxes to be  payable on the due date of the payment of the payments to which such  Indirect Taxes relate or at the time such Indirect Taxes are required to be  collected by Pieris, in the case of payment of Indirect Taxes to Pieris. The  Parties shall issue invoices for all goods and services supplied under this  Agreement consistent with Indirect Tax requirements, and to the extent any  invoice is not initially issued in an appropriate form, each Party shall  promptly inform the other Party and shall cooperate with such other Party  to provide such information or assistance as may be necessary to enable the  issuance of such invoice consistent with Indirect Tax requirements.   Interest Due. BP will pay Pieris interest on any undisputed payments that are  not paid on or before the date such payments are due under this Agreement at a rate  of [***] percent ([***]%) above SOFR per annum or the maximum applicable legal  rate, if less, calculated on the total number of days such payment is delinquent.  9. INTELLECTUAL PROPERTY   Ownership of Background IP. Unless otherwise explicitly stated in this Agreement,  as between the Parties, all Know-How and Intellectual Property Rights Controlled by a  Party prior to the Effective Date or developed separate and apart from this Agreement, shall  be deemed owned by the Party Controlling such Know-How or Intellectual Property  Rights.   Ownership and Right to Exploit.    Ownership.   Pieris Platform Improvement IP. Pieris Platform Improvement IP  shall be solely owned by Pieris.  BP, for itself and on behalf of its Affiliates,  hereby assigns (and to the extent such assignment can only be made in the  future hereby agrees to assign), to Pieris all its right, title and interest in and  to any Pieris Platform Improvement IP.  BP will cooperate, and will cause  its and its Affiliates’ respective employees, agents and contractors to  cooperate, with Pieris to effectuate and perfect the foregoing ownership,  including by promptly executing and recording assignments and other  documents consistent with such ownership.    Pieris Building Block IP. Pieris Building Block IP shall be solely  owned by Pieris.  BP, for itself and on behalf of its Affiliates, hereby assigns  (and to the extent such assignment can only be made in the future hereby  agrees to assign), to Pieris all its right, title and interest in and to any Pieris  Building Block IP.  BP will cooperate, and will cause its and its Affiliates’  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 45 of 94      GDSVF&H\6023374.4  respective employees, agents and contractors to cooperate, with Pieris to  effectuate and perfect the foregoing ownership, including by promptly  executing and recording assignments and other documents consistent with  such ownership.    Pieris Product IP. Pieris Product IP shall be solely owned by Pieris.    Arising IP. BP shall own all Arising IP.  Pieris, for itself and on  behalf of its Affiliates, shall assign and hereby assigns to BP all right, title  and interest in the Arising IP. Pieris will cooperate, and will cause its and  its Affiliates’ respective employees, agents and contractors to cooperate,  with BP to effectuate and perfect the foregoing ownership, including by  promptly executing and recording assignments and other documents  consistent with such ownership.   Right to Exploit. For all Patents within the Pieris IP (including the  Pieris Product IP), BP hereby covenants not to practice such Patents outside  the scope of the licenses granted to BP under Section 2 of this Agreement.  For avoidance of doubt, this includes the Manufacture, use, sale or offer for  sale of any Biologic other than the Product licensed under Section 2 of this  Agreement. Pieris shall retain the exclusive right to practice (including the  grant of (sub)licenses) all Patents within the Pieris IP (including the Product  IP) outside the scope of such licenses, subject to the non-compete provisions  of Section 7.2.   Prosecution and Maintenance.    IP Coordination. Representatives of the Parties shall meet together from time  to time as reasonably requested by either Party to discuss the Prosecution and  Maintenance of all Patents within the Pieris Product IP and Arising IP.  In addition  to the notification rights listed below, with respect to such Patents, the Parties shall  discuss with each other the overall strategy for Prosecution and Maintenance of  such Patents in advance (for example, scope of claims to be pursued, countries for  national entry, etc.). Each Party shall consider in good faith the other Party’s  suggestions and comments regarding such Prosecution and Maintenance strategy.    Key IP.   General.  Subject to the remainder of this Section 9.3.2.1, as  between the Parties, BP will have the first right (but not the obligation), at  BP’s sole discretion, and sole responsibility for all applicable costs, to  Prosecute and Maintain all Patents within the Pieris Product IP and Co- Invented Arising IP (“Key IP”); provided that, BP shall share with Pieris a  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 46 of 94      GDSVF&H\6023374.4  draft of initial provisional or non-provisional patent applications (i.e. any  priority application or PCT application) within the Key IP and Arising IP  prior to filing and consider Pieris’ comments in good faith.  BP shall  otherwise have final decision-making authority with respect to such  applications. Pieris Know-How and Pieris Confidential Information shall  not be incorporated into such applications without Pieris’ prior written  consent. BP shall not pursue a Patent claim within the Key IP that is not  limited to the applicable Target or that seeks protection for a Building Block  alone (as such claim would render the Patent a Pieris Building Block  Patent). BP will consult with Pieris on its strategy for the Prosecution and  Maintenance of all such Patents within the Key IP.  BP will furnish Pieris,  via electronic mail or such other method as mutually agreed by the Parties,  copies of substantive proposed filings and documents received from outside  counsel in the course of Prosecuting and Maintaining such Patents within  the Key IP, or copies of documents filed with the relevant patent offices or  other Governmental Authorities with respect to such Patents within the Key  IP, and such other substantive documents related to the Prosecution and  Maintenance of such Patents within the Key IP, and as applicable in  sufficient time prior to filing such document or making any payment due  thereunder to allow for review and comment by Pieris and will consider in  good faith timely comments from Pieris thereon.  BP will furnish Pieris, via  electronic mail or such other method as mutually agreed by the Parties,  copies of documents filed with the relevant national patent offices or other  Governmental Authorities with respect to such Patents within the Key IP.  Each Party will sign, or will use best efforts to have signed, all legal  documents as are reasonably necessary to Prosecute and Maintain Patents  within the Key IP.    Dropped Key IP. In the event that BP elects not to Prosecute and  Maintain (or continue to Prosecute and Maintain, including filing a Patent  claiming priority to a Patent prior to its issuance), any Patent within the Key  IP anywhere in the world, BP will notify Pieris at [***] days before any  such Patent would become abandoned, no longer available or otherwise  forfeited, and Pieris will have the right (but not the obligation), at Pieris’  sole discretion to Prosecute and Maintain such Patent worldwide in the  name of Pieris at Pieris’ sole cost (which right will include the right to file  additional Patents claiming priority to such Patent). For the avoidance of  doubt, any Pieris Product Patent or Co-Invented Arising Patent which Pieris  Prosecutes and Maintains under this Section 9.3.2.2 shall remain licensed  to BP under Section 2.1.2.   Arising IP.  As between the Parties, BP will have the right (but not the  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 47 of 94      GDSVF&H\6023374.4  obligation), at BP’s sole discretion, to Prosecute and Maintain all Patents within the  Arising IP (other than Co-Invented Arising IP, which is addressed above in Section  9.3.2) in BP’s name.  BP shall Prosecute and Maintain such Arising IP at its sole  discretion and expense but will discuss in good faith the strategy for Prosecution  and Maintenance of such Arising IP upon Pieris’ request.   Other Pieris IP (Pieris Building Block IP, Pieris Platform IP, and Pieris  Platform Improvement IP). As between the Parties, Pieris will have the right (but  not the obligation), at Pieris’ sole discretion, to Prosecute and Maintain all Patents  within the Pieris Building Block IP, Pieris Platform IP, and Pieris Platform  Improvement IP (“Other Pieris IP”), in Pieris’ name.  BP acknowledges that the  Other Pieris IP Covers or potentially Covers a number of therapeutic programs  outside of this Agreement and has been licensed to Third Parties and may be  licensed to additional Third Parties in the future. Accordingly, Pieris shall Prosecute  and Maintain the Other Pieris IP at its sole discretion and expense but will discuss  in good faith the strategy for Prosecution and Maintenance of the Other Pieris IP  upon BP’s request. Each Party will sign, or will use best efforts to have signed, all  legal documents as are reasonably necessary to Prosecute and Maintain Patents  within the Other Pieris IP.   Patent Miscellaneous. Each Party hereby agrees: (a) to use Commercially  Reasonable Efforts to make its employees, agents and consultants reasonably  available to the other Party (or to the other Party’s authorized attorneys, agents or  representatives), to the extent reasonably necessary to enable such Party to  undertake any Prosecution and Maintenance described herein; and (b) to reasonably  cooperate in any such Prosecution and Maintenance by the other Party.   German Act on Employee Inventions. Where applicable, Pieris will be  responsible for remuneration of inventors who are Pieris employees in accordance  with the German Act on Employee Inventions with respect to the Pieris IP. BP will  provide all reasonably requested information and assistance in order for Pieris to  comply with the German Act on Employee Inventions with respect to such Patents.   BP Patents. For the avoidance of doubt: (a) BP shall have the exclusive right,  but not the obligation, to Prosecute and Maintain any Patents not addressed in this  Section 9 that are Controlled by BP (each, a “BP Patent”), and (b) BP shall have  the exclusive right, but not the obligation, to enforce or defend any Intellectual  Property Rights Controlled by BP (including Arising IP but excluding Co-Invented  Arising Patents), and, in each case (a) and (b), Pieris shall have no particular rights  with respect thereto.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 48 of 94      GDSVF&H\6023374.4   No Adverse Action.    BP shall not take any action in the Prosecution and Maintenance of the Key  IP and Arising IP pursuant to this Agreement that would have a material adverse  impact on any Patents within the Pieris Building Block IP, the Pieris Platform IP,  or the Pieris Platform Improvement IP.    Pieris shall not take any action in the Prosecution and Maintenance of the  Key IP pursuant to this Agreement that would have a material adverse impact on  any Patents within the Pieris Product IP.   CREATE Act. Neither party shall invoke the Cooperative Research and Technology  Enhancement Act (“CREATE Act”) in connection with the Prosecution or Maintenance  of any Pieris Platform IP, Pieris Platform Improvement IP or Key IP without the prior  written consent of the other Party.    Defense.   If the Exploitation of any Product pursuant to this Agreement results in any  claim, suit or proceeding alleging patent infringement or trade secret  misappropriation against Pieris or BP, then such Party shall promptly notify the  other Party hereto. The Parties shall cooperate with each other in connection with  any such claim, suit or proceeding and shall keep each other reasonably informed  of all material developments in connection with any such claim, suit or proceeding.   If a Third Party asserts that a Patent owned by or licensed to it is infringed  by the Exploitation of a Product or that its trade secrets were misappropriated in  connection with such activity, then BP shall have the full and unrestricted right and  responsibility to resolve any such claim, whether by obtaining a license from such  Third Party, by defending against such Third Party’s claims or otherwise, and shall  be solely responsible for the defense of any such action, any and all costs incurred  in connection with such action (including attorneys’ and expert fees) and all  liabilities incurred in connection therewith. Notwithstanding the above, BP shall  not enter into any settlement of any such claim without the prior written consent of  Pieris if such settlement would require Pieris to be subject to an injunction or to  make any monetary payment to BP or any Third Party, or admit any wrongful  conduct by Pieris or its Affiliates, or would limit or restrict the claims of or admit  any invalidity and/or unenforceability of any of the Patents Controlled by Pieris, or  have any material adverse impact on Pieris’ development of Anticalin-based  therapeutics.   Enforcement.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 49 of 94      GDSVF&H\6023374.4   If either Party believes that an infringement, unauthorized use,  misappropriation or ownership claim or threatened infringement or other such  activity by a Third Party with respect to any Intellectual Property Rights licensed  or created under this Agreement, the Party possessing such knowledge or belief  shall notify the other Party and provide it with details of such infringement or claim  that are known by such Party. In the event that Pieris believes that a BP Patent, if  any, is being infringed by a Third Party or if a Third Party claims to Pieris that any  BP Patent is invalid or unenforceable, Pieris shall notify BP and provide it with  details of such infringement or claim.   BP shall have the full and unrestricted right, but not the obligation, to bring  and control an appropriate suit or other action against any person or entity engaged  in any infringement action or proceeding to the extent directly relating to Key IP  and any Product in the Field and in the Territory (“Infringement Action”), in its  own name and entirely under its own direction and control (including, for the  avoidance of doubt, the compromise or settlement thereof). In the event that BP  does not wish to enforce such Patents against such a potential infringer, then BP  shall deliver prompt written notice thereof to Pieris. If BP requests so, Pieris shall  reasonably cooperate with BP in the planning and execution of any such action to  enforce such Patents (including the obligation to be named or joined as a party in a  lawsuit, as applicable, the performance of such obligation shall be deemed to be  reasonable cooperation). Notwithstanding the foregoing, if BP does not either  initiate such an Infringement Action or grant adequate rights and licenses to such  Third Party within [***] days after BP’s receipt of a notice of infringement (or  sooner if any deadlines require action prior to such [***] days), then Pieris will  have the second right, but not the obligation, to initiate such Infringement Action.  BP shall have the right to join any Pieris Infringement Action at its own expense.     Monies recovered upon the final judgment or settlement of any such suit or  action to enforce such Patents subtracting any costs that the Parties bore in  connection with such suit or action, shall be treated either: (a) as Net Sales to the  extent such monies recovered are designated as lost profits, or (b) shall otherwise  be divided between the Parties with [***] ([***]%) paid by the enforcing Party to  the non-enforcing Party and [***] ([***]%) retained by enforcing Party (with  portion received by BP not treated as Net Sales or Consideration).   For the avoidance of doubt and without limiting BP’s rights elsewhere in this  Agreement, BP shall have the right, in its sole discretion, to delegate its rights under  Section 9.6 or Section 9.7 in whole or in part in connection with a Sublicense or  otherwise to a Sublicensee.   For avoidance of doubt, BP shall not have the right to assert or enforce any  other Patents owned or Controlled by Pieris under this Agreement, such as the  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 50 of 94      GDSVF&H\6023374.4  Patent Rights within the Other Pieris IP, against a Third Party under any  circumstances and Pieris shall not be under any obligation to enforce such Patent  Rights; provided, Pieris shall consider in good faith any request by BP to enforce  the Other IP to the extent related to any Product in the Field and in the Territory  and to the extent that Pieris consents (such consent not unreasonably withheld,  conditioned or delayed to the extent that such Other IP does not Cover any other  products other than the Product and is not licensed to any Third Party other than  BP) to enforce such Other IP, the Parties shall agree upon the allocation of  responsibility (with the default being that Pieris shall be in the lead) for such suit  and any monies received shall be treated as set forth in Section 9.7.3. For avoidance  of doubt, Pieris shall not enforce the Other IP in relation to the Product (i.e., a  Biosimilar) in the absence of BP’s request.   Neither Party may settle or otherwise compromise any action contemplated  by this Section 9.7 in a way that adversely affects or would be reasonably expected  to materially, adversely affect the other Party’s rights or benefits hereunder, without  that Party’s prior written consent.   Common Interest Disclosures. With regard to any information or opinions disclosed  pursuant to this Agreement by one Party to each other regarding Intellectual Property  Rights and/or technology owned by Third Parties, the Parties agree that they have a  common legal interest in determining whether, and to what extent, Third Party Intellectual  Property Rights may affect the conduct of the Product Development Plan and/or Products,  and have a further common legal interest in defending against any actual or prospective  Third Party claims based on allegations of misuse or infringement of Intellectual Property  Rights relating to the conduct of the Product Development Plan and/or Products.  Accordingly, the Parties agree that all such information and materials obtained by Pieris  and BP from each other will be used solely for purposes of the Parties’ common legal  interests with respect to the conduct of the Agreement. All information and materials will  be treated as protected by the attorney-client privilege, the work product privilege, and any  other privilege or immunity that may otherwise be applicable. By sharing any such  information and materials, neither Party intends to waive or limit any privilege or immunity  that may apply to the shared information and materials. Neither Party shall have the  authority to waive any privilege or immunity on behalf of the other Party without such  other Party’s prior written consent, nor shall the waiver of privilege or immunity resulting  from the conduct of one Party be deemed to apply against any other Party.   Patent Term Extensions. BP shall use Commercially Reasonable Efforts to obtain all  available patent term extensions, adjustments or restorations, or supplementary protection  certificates (“SPCs”, and together with patent term extensions, adjustments and  restorations, “Patent Term Extensions”) for each Product with respect to the Key IP.  Pieris shall execute such authorizations and other documents and take such other actions  as may be reasonably requested by BP to obtain such Patent Term Extensions. All filings  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 51 of 94      GDSVF&H\6023374.4  for such Patent Term Extensions shall be made by BP; provided, that in the event that BP  elects not to file for a Patent Term Extension, BP shall (a) promptly inform Pieris of its  intention not to file and (b) grant Pieris the right to file for such Patent Term Extension.  Each Party shall execute such authorizations and other documents and take such other  actions as may be reasonably requested by the other Party to obtain such extensions. The  Parties shall cooperate with each other in gaining patent term restorations, extensions  and/or SPCs wherever applicable to such Patents. For avoidance of doubt, BP shall not be  permitted to apply for any Patent Term Extensions using the Other Pieris IP without the  prior written consent of Pieris.   10. CONFIDENTIALITY & PUBLICATION   Nondisclosure Obligation.   All Confidential Information disclosed. directly or indirectly, by one Party  (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this  Agreement will be maintained in confidence by the Receiving Party and will not be  disclosed to a Third Party or used for any purpose except to exercise its licenses  and other rights, to perform its obligations, or as otherwise set forth herein, without  the prior written consent of the Disclosing Party, except to the extent that such  Confidential Information:  (a) is known by the Receiving Party at the time of its receipt, and not  through a prior disclosure by the Disclosing Party, as documented by the  Receiving Party’s business records;  (b) is known to the public before its receipt from the Disclosing Party, or  thereafter becomes generally known to the public through no breach of this  Agreement by the Receiving Party;  (c) is subsequently disclosed to the Receiving Party by a Third Party who  is not known by the Receiving Party to be under an obligation of  confidentiality to the Disclosing Party; or  (d) is developed by the Receiving Party independently of Confidential  Information received from the Disclosing Party, as documented by the  receiving Party’s business records.   Specific aspects or details of Confidential Information will not be deemed  to be within the public domain or in the possession of the Receiving Party merely  because the Confidential Information is embraced by more general information in  the public domain or in the possession of the Receiving Party. Further, any  combination of Confidential Information will not be considered in the public  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 52 of 94      GDSVF&H\6023374.4  domain or in the possession of the recipient Party merely because individual  elements of such Confidential Information are in the public domain or in the  possession of the Receiving Party unless the combination and its principles are in  the public domain or in the possession of the Receiving Party. Notwithstanding  anything to the contrary, except as required by Applicable Law, Pieris shall not  publish or otherwise disclose to a Third Party Confidential Information related to a  Product except as permitted under or contemplated by this Agreement, until it has  complied with the provisions of Section 10.2.   Notwithstanding the obligations of confidentiality and non-use set forth  above and in Section 10.1.4 below, a Receiving Party may provide Confidential  Information disclosed to it, and disclose the existence and terms of this Agreement  as may be reasonably required in order to perform its obligations and to exploit its  licenses and other rights under this Agreement, or in connection with financing  transactions, and specifically (a) to Affiliates and Sublicensees, and their  employees, directors, agents, consultants, or advisors to the extent necessary for the  potential or actual performance of its obligations or exercise of its licenses and other  rights under this Agreement, or in connection with financing transactions, in each  case who have a bona fide need to know such information and are under an  obligation of confidentiality with respect to such information that is no less  stringent than the terms of this Section 10.1; (b) to a Governmental Authority,  including any other Regulatory Authorities (including in order to exploit its rights  under this Agreement) or perform its obligations under this Agreement, provided  that such Confidential Information will be disclosed only to the extent reasonably  necessary to do so, and where permitted, subject to confidential treatment; (c) to  the extent required by Applicable Law, including by the rules or regulations of the  SEC or similar Regulatory Authority in a country other than the United States or of  any stock exchange or listing entity; (d) with respect to the terms of this Agreement  only, to any bona fide actual or prospective acquirers, underwriters, investors,  lenders or other financing sources and any bona fide actual or prospective  collaborators, licensors, Sublicensees, licensees or strategic partners and to  employees, directors, agents, consultants and advisers of such Third Party, in each  case who are under an obligation or confidentiality with respect to such information  that is no less stringent than the terms of this Section 10.1 (but of duration  customary in confidentiality agreements entered into for a similar purpose) and (e)  to Third Parties to the extent a Party is required to do so pursuant to the terms of an  in-license provided that the material terms of such in-license have been disclosed  to the Disclosing Party. If a Party is required by Applicable Law to disclose  Confidential Information of the other Party that is subject to the non-disclosure  provisions of this Section 10.1, such Party will promptly inform the other Party of  the disclosure that is being sought in order to provide the other Party an opportunity  to challenge or limit the disclosure.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 53 of 94      GDSVF&H\6023374.4   Notwithstanding Section 10.1.1, Confidential Information that is permitted  or required to be disclosed will remain otherwise subject to the confidentiality and  non-use provisions of this Section 10.1. If either Party concludes that a copy of this  Agreement must be filed with the SEC or similar regulatory agency in a country  other than the United States, such Party will, a reasonable time prior to any such  filing, provide the other Party with a copy of such agreement showing any  provisions hereof as to which the Party proposes to request confidential treatment,  will provide the other Party with an opportunity to comment on any such proposed  redactions and to suggest additional redactions, and will take such Party’s  reasonable comments into consideration before filing such agreement and use  Commercially Reasonable Efforts to have terms identified by such other Party  afforded confidential treatment by the applicable regulatory agency.   Publication and Publicity.   Publication. Except for disclosures permitted pursuant to Section 10.1 and  Section 10.2.2, if (a) Pieris wishes to make a publication or public presentation  relating to: (i) a Product or (ii) any results of Research and Development activities  under this Agreement or (b) either Party wishes to make a publication or public  presentation relating to any jointly carried out activity that contains the Confidential  Information of the other Party (the “Publishing Party”), the Publishing Party will  deliver to the other Party (the “Reviewing Party”) a copy of the proposed written  publication or presentation at least [***] days prior to submission for publication  or presentation. The Reviewing Party shall notify the Publishing Party within [***]  days of receipt of such publication or presentation: (x) of its intent to propose  modifications to such publication or presentation for Patent reasons or trade secret  reasons or to remove Confidential Information of the Reviewing Party or its  Affiliates, or (y) to request a reasonable delay in submission or presentation in order  to protect patentable information. If the Reviewing Party notifies the Publishing  Party of its intent to propose modifications, if requested by the Reviewing Party  within [***] days of such notice, the Publishing Party will remove all Confidential  Information of the Reviewing Party and otherwise take such Party’s reasonable  comments into consideration in good faith. If the Reviewing Party requests a delay  in order to protect patentable information, the Publishing Party will delay  submission or presentation for a period of [***] days (or such shorter period as may  be mutually agreed by the Parties) to enable the Reviewing Party to file patent  applications protecting such Party’s rights in such information. The Publishing  Party may submit or present such publication or presentation upon the earlier of  expiration of such [***] days (or such shorter period as may be mutually agreed by  the Parties) and the date the Reviewing Party has filed such patent applications. For  the avoidance of doubt, if the Reviewing Party does not: (1) notify the Publishing  Party within [***] days of receipt of such publication or presentation, or (2) provide  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 54 of 94      GDSVF&H\6023374.4  proposed modifications within [***] days of such notice, in each case (1) and (2),  the Publishing Party may submit or present such publication or presentation. With  respect to any proposed publications or disclosures by investigators or academic or  non-profit collaborators, such materials will be subject to review under this Section  10.2.1 (in the case of BP to the extent that BP has the right and ability (after using  Commercially Reasonable Efforts to obtain such right and ability) to do so).    Publicity. Except as set forth in Section 10.1, Section 10.2.1 and Section  10.3, the terms of this Agreement may not be disclosed by either Party, and neither  Party will use the name or Trademark of the other Party or its employees in any  publicity, news release or disclosure relating to this Agreement, its subject matter,  or the activities of the Parties hereunder without the prior express written  permission of the other Party except (a) as may be required by Applicable Law,  including by the rules or regulations of the SEC or similar Regulatory Authority in  any country other than the United States or of any stock exchange or listing entity,  provided that the Party issuing such press release gives reasonable notice prior to  use of such name or Trademark of the other Party, and otherwise complies with  Section 10.3.2, or (b) as expressly permitted by the terms hereof.   Press Release.    Initial Press Release. The Parties agree to issue the joint press release  attached hereto as Exhibit 10.3.1 on the Effective Date.    Further Press Releases.    Except as provided in this Section 10.3, neither Party will issue a  press release or public announcement relating to this Agreement without the  prior written approval of the other Party (such approval not to be  unreasonably withheld, conditioned or delayed), except that a Party may (a)  once a press release or other public statement is approved in writing by both  Parties, make subsequent public disclosure of the information contained in  such press release or other written statement without the further approval of  the other Party, and (b) issue a press release or public announcement as  required by Applicable Law (including a press release corresponding to any  securities disclosure, such as pursuant to a Form 8-K), including by the rules  or regulations of the SEC or similar Regulatory Authority in a country other  than the United States or of any stock exchange or listing entity, provided  that the Party issuing such press release gives reasonable prior notice to the  other Party of and the opportunity to comment on the press release or public  announcement, and otherwise complies with this Section 10.3. In addition,  Pieris may, with BP’s prior written approval, such approval not to be  unreasonably withheld, conditioned or delayed, issue a press release  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 55 of 94      GDSVF&H\6023374.4  regarding (x) the sublicense of the Product by BP or (y) the payment or  receipt of any milestone payments under this Agreement with respect to the  Product, provided, that such press release otherwise complies with this  Section 10.3.   Subject to its confidentiality obligations, BP shall have the right  to make press releases related to the Product as it chooses, in its sole  discretion, without the approval of Pieris. BP shall provide notice and a  copy of such press release reasonably in advance of disclosure.   11. REPRESENTATIONS & WARRANTIES   Representations, Warranties and Covenants of Both Parties. Each Party hereby  represents and warrants as of the Effective Date, and covenants, to the other Party that:   such Party is duly organized and validly existing under the Applicable Law  of the jurisdiction of its incorporation or organization;   it has the power, authority and the legal right to enter into this Agreement  and perform its obligations hereunder, and that it has taken all necessary action on  its part required to authorize the execution and delivery of this Agreement and the  performance of its obligations hereunder;   this Agreement has been duly executed and delivered on behalf of such  Party and constitutes a legal, valid and binding obligation of such Party and is  enforceable against it in accordance with its terms subject to the effects of  bankruptcy, insolvency or other laws of general application affecting the  enforcement of creditor rights and judicial principles affecting the availability of  specific performance and general principles of equity, whether enforceability is  considered a proceeding at law or equity;   to the extent required, all necessary consents, approvals and authorizations  of other parties required to be obtained by such Party in connection with the  execution and delivery of this Agreement and the performance of its obligations  hereunder have been obtained;    the execution and delivery of this Agreement and the performance of such  Party’s obligations hereunder (a) do not conflict with or violate any requirement of  Applicable Law or any provision of the certificate of incorporation, bylaws or any  similar instrument of such Party, as applicable, in any material way, and (b) do not  conflict with, violate, or breach or constitute a default or require any consent not  already obtained under, any contractual obligation or court or administrative order  by which such Party is bound;  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 56 of 94      GDSVF&H\6023374.4   no consent by any Third Party or Governmental Authority is required with  respect to the execution and delivery of this Agreement by either Party or the  consummation by either Party of the transactions contemplated hereby;   it will perform its activities pursuant to this Agreement in all material  respects:   in compliance with good laboratory and clinical practices and  cGMP and Applicable Law; and   with respect to the care, handling and use in Development  activities hereunder of any nonhuman animals by or on behalf of such Party,  will at all times comply (and will ensure compliance by any of its  subcontractors) with all Applicable Law of the country and the state and  local government wherein such activities are conducted; and    such Party is not debarred under the United States Federal Food, Drug and  Cosmetic Act or comparable Applicable Law and it does not, and will not during  the Term, employ or use the services of any Person who is debarred, in connection  with the Development, Manufacture or Commercialization of the Product. If either  Party becomes aware of the debarment or threatened debarment of any Person  providing services to such Party, including the Party itself and its Affiliates or  Sublicensees, which directly or indirectly relate to activities under this Agreement,  the other Party will be immediately notified in writing.   Representations, Warranties and Covenants of BP. BP hereby represents and  warrants to Pieris, as of the Effective Date and covenants, that (except as disclosed to Pieris  in writing):    BP is a wholly-owned subsidiary of Boston Pharma.    The Board of Managers of Boston Pharma has authorized BP to enter into  this Agreement and has allocated an initial budget of up to [***] Dollars ($[***])  in the aggregate for the costs and expenses related to this Agreement. For the  avoidance of doubt, this Section 11.2 (including the information contained herein)  is and shall be the Confidential Information of BP.   Representations, Warranties and Covenants of Pieris. Pieris hereby represents  and warrants to BP, as of the Effective Date and covenants, that (except as disclosed to BP  in writing):    Pieris is the owner of, or otherwise has the right to grant the rights and  licenses it purports to grant to BP with respect to the Pieris IP (including the Product  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 57 of 94      GDSVF&H\6023374.4  IP) under this Agreement without violating any right of or breaching any obligation  to any Person;    to Pieris’ knowledge, there is no material unauthorized use, infringement or  misappropriation of the Pieris IP;    the Pieris Patents (including the Product Patents) are subsisting and have  been filed and maintained properly and correctly in all material respects and are not  the subject of any litigation procedure, discovery process, interference, reissue,  reexamination, opposition, or appeal proceedings;    Pieris has not previously entered into any agreement, whether written or  oral, with respect to, or otherwise assigned, transferred, licensed, conveyed or  otherwise encumbered its right, title or interest in or to, the Pieris IP (including by  granting any covenant not to sue with respect thereto) that is inconsistent with the  rights and licenses granted to BP under this Agreement, and it will not enter into  any such agreements or grant any such right, title or interest to any Person that is  inconsistent with the rights and licenses granted to BP under this Agreement;   Each of the Pieris Patents (including the Product Patents) properly identifies  each and every inventor of the claims thereof as determined in accordance with the  laws of the jurisdiction in which such Patent issued or such application is pending;   Pieris has not received any written claim alleging, and does not have  knowledge of any fact or circumstance indicating, that any of the Pieris IP is invalid  or unenforceable;   Pieris has not received any written claim alleging, and does not have  knowledge of any fact or circumstance indicating, that any of Pieris’ activities  relating to Product or the practice of the Pieris Platform Technology infringe or  misappropriate any Intellectual Property Rights of a Third Party;    Pieris has not received any written claim or notice of dispute from any  Person relating to the Pieris IP including any dispute with a licensor and does not  have any knowledge of any fact or circumstance indicating that a claim or dispute  could arise;   there are no additional licenses (beyond those provided in this Agreement  and the Known Third-Party Obligations) under any Intellectual Property Rights  Controlled by Pieris or its Affiliates as of the Effective Date, that would be  necessary in order for BP to Exploit the Product as contemplated under this  Agreement;  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 58 of 94      GDSVF&H\6023374.4   it has the full right to provide BP with the [***] and [***] (subject to the  Product Cell Line License), and the purified protein set forth in Exhibit 4.3.2;   Pieris is not and as far as Pieris is aware, the counter party is not in breach  of the Product Cell Line License;   Pieris and its Affiliates have not conducted any Clinical Studies with any  Product and has conducted, and has required its contractors and consultants to  conduct, where applicable, preclinical studies related to each Product in compliance  with good laboratory and clinical practices and cGMP and Applicable Law, in each  case as applicable under the laws and regulations of the country and the state and  local government wherein such activities were conducted;   true and complete copies of all material information, documents and data  relating to the Product and the Pieris Platform Technology (including all  toxicology, safety and efficacy data) in the possession or control of Pieris or its  Affiliates have been provided to BP;    all tangible information and data (including Materials and Data) provided  by or on behalf of Pieris to BP on or before the Effective Date related to the Product  in contemplation of this Agreement was and is true, accurate and complete in all  material respects, and Pieris has not failed to disclose, or cause to be disclosed, any  information or data that would cause such information and data that has been  disclosed to be misleading in any material respect.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 59 of 94      GDSVF&H\6023374.4  12. INDEMNIFICATION, LIABILITY & INSURANCE   Indemnification by BP. BP agrees to defend Pieris, its Affiliates and their respective  directors, officers, stockholders, employees and agents, and their respective successors,  heirs and assigns (collectively, the “Pieris Indemnitees”), and will indemnify and hold  harmless the Pieris Indemnitees, from and against any liabilities, losses, costs, damages,  fees or expenses payable to a Third Party, and reasonable attorneys’ fees and other legal  expenses with respect thereto (collectively, “Losses”) arising out of any claim, action,  lawsuit or other proceeding by a Third Party (collectively, “Third Party Claims”) brought  against any Pieris Indemnitee and resulting from or occurring as a result of: (a) any  activities conducted by a BP employee, consultant or (sub)contractor in the performance  of the BP Conducted Activities, (b) the performance by BP or its Affiliates, Sublicensees,  distributors or contractors of BP’s obligations under this Agreement, (c) any breach by BP  of any of its representations, warranties or covenants set forth in Section 11.1, or (d) the  negligence or willful misconduct of BP or any BP Affiliate or Sublicensee in the  performance of this Agreement; except in any such case to the extent such Losses result  from: (i) the negligence or willful misconduct of any Pieris Indemnitee, (ii) any breach by  Pieris of any of its representations, warranties, covenants or obligations pursuant to this  Agreement, or (iii) any breach of Applicable Law by any Pieris Indemnitee.   Indemnification by Pieris. Pieris agrees to defend BP, its Affiliates and their  respective directors, officers, stockholders, employees and agents, and their respective  successors, heirs and assigns (collectively, the “BP Indemnitees”), and will indemnify and  hold harmless the BP Indemnitees, from and against any Losses arising out of (a) Third  Party Claims brought against any BP Indemnitee and resulting from or occurring as a result  of: (i) any activities conducted by a Pieris employee, consultant or (sub)contractor in the  performance of the Pieris Conducted Activities, (ii) any breach by Pieris of any of its  representations, warranties or covenants set forth in Section 11.1 and Section 11.3, (iii) the  negligence or willful misconduct of any Pieris Indemnitee or any (sub)contractor of Pieris  in the performance of this Agreement, or (iv) the Development, Manufacture or  Commercialization of any Product by Pieris or its Affiliates, Sublicensees, distributors or  contractors; and (b), any Losses arising out of any dispute between Pieris and the [***]  under the Research and License Agreement by and between Pieris and [***], dated as of  [***] and superseded and replaced on [***] (the “[***] License Agreement”) including  any termination of that agreement except in any such case to the extent such Losses result  from: (x) the negligence or willful misconduct of any BP Indemnitee, (y) any breach by  BP of any of its representations, warranties, covenants or obligations pursuant to this  Agreement, or (z) any breach of Applicable Law by any BP Indemnitee.   Notice of Claim. All indemnification claims provided for in Section 12.1 and Section  12.2 will be made solely by such Party to this Agreement (the “Indemnified Party”). The  Indemnified Party will give the indemnifying Party prompt written notice (an  “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 60 of 94      GDSVF&H\6023374.4  the Indemnified Party intends to base a request for indemnification under Section 12.1 or  Section 12.2, but in no event will the indemnifying Party be liable for any Losses to the  extent such Losses result from any delay in providing such Indemnification Claim Notice.  Each Indemnification Claim Notice must contain a description of the claim and the nature  and amount of such Loss (to the extent that the nature and amount of such Loss is known  at such time). The Indemnified Party will furnish promptly to the indemnifying Party  copies of all papers and official documents received in respect of any Losses and Third  Party Claims.   Defense, Settlement, Cooperation and Expenses.   Control of Defense. At its option, the indemnifying Party may assume the  defense of any Third Party Claim by giving written notice to the Indemnified Party  within [***] days after the indemnifying Party’s receipt of an Indemnification  Claim Notice. The assumption of the defense of a Third Party Claim by the  indemnifying Party will not be construed as an acknowledgment that the  indemnifying Party is liable to indemnify the Indemnified Party in respect of the  Third Party Claim, nor will it constitute a waiver by the indemnifying Party of any  defenses it may assert against the Indemnified Party’s claim for indemnification.  Upon assuming the defense of a Third Party Claim, the indemnifying Party may  appoint as lead counsel in the defense of the Third Party Claim any legal counsel  selected by the indemnifying Party. In the event the indemnifying Party assumes  the defense of a Third Party Claim, the Indemnified Party will as soon as reasonably  possible deliver to the indemnifying Party all original notices and documents  (including court papers) received by the Indemnified Party in connection with the  Third Party Claim. Should the indemnifying Party assume the defense of a Third  Party Claim, except as provided in this Section 12.4.1, the Indemnified Party will  be responsible for the legal costs or expenses subsequently incurred by such  Indemnified Party in connection with the analysis, defense or settlement of the  Third Party Claim.   Right to Participate in Defense. Without limiting Section 12.4.1, any  Indemnified Party will be entitled to participate in, but not control, the defense of  such Third Party Claim and to employ counsel of its choice for such purpose;  provided, however, that such employment will be at the Indemnified Party’s own  cost and expense unless (a) the employment thereof has been specifically  authorized by the indemnifying Party in writing, (b) the indemnifying Party has  failed to assume the defense and employ counsel in accordance with Section 12.4.1  (in which case the Indemnified Party will control the defense), or (c) the interests  of the Indemnified Party and the indemnifying Party with respect to such Third  Party Claim are sufficiently adverse to prohibit the representation by the same  counsel of both Parties under Applicable Law, ethical rules or equitable principles  in which case the indemnifying Party will be responsible for any such costs and  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 61 of 94      GDSVF&H\6023374.4  expenses of counsel for the Indemnified Party.   Settlement. With respect to any Third Party Claims relating solely to the  payment of money damages in connection with a Third Party Claim and that will  not admit liability or violation of Applicable Law on the part of the Indemnified  Party or result in the Indemnified Party’s becoming subject to injunctive or other  relief or otherwise materially, adversely affecting the business of the Indemnified  Party in any manner (such as granting a license or admitting the invalidity of a  Patent Controlled by an Indemnified Party), and as to which the indemnifying Party  will have acknowledged in writing the obligation to indemnify the Indemnified  Party hereunder, the indemnifying Party will have the sole right to consent to the  entry of any judgment, enter into any settlement or otherwise dispose of such Loss,  on such terms as the indemnifying Party, in its sole discretion, will deem  appropriate. With respect to all other Losses in connection with Third Party Claims,  where the indemnifying Party has assumed the defense of the Third Party Claim in  accordance with Section 12.4.1, the indemnifying Party will have authority to  consent to the entry of any judgment, enter into any settlement or otherwise dispose  of such Loss provided it obtains the prior written consent of the Indemnified Party  (which consent will not be unreasonably withheld). The indemnifying Party will  not be liable for any settlement, consent to entry of judgment, or other disposition  of a Loss by an Indemnified Party that is reached without the written consent of the  indemnifying Party. Regardless of whether the indemnifying Party chooses to  defend or prosecute any Third Party Claim, no Indemnified Party will admit any  liability with respect to or settle, compromise or discharge, any Third Party Claim  without the prior written consent of the indemnifying Party, such consent not to be  unreasonably withheld.   Cooperation. Regardless of whether the indemnifying Party chooses to  defend or prosecute any Third Party Claim, the Indemnified Party will, and will  cause each other Indemnified Party to, cooperate in the defense or prosecution  thereof and will furnish such records, information and testimony, provide such  witnesses and attend such conferences, discovery proceedings, hearings, trials and  appeals as may be reasonably requested in connection therewith. Such cooperation  will include access during normal business hours afforded to indemnifying Party  to, and reasonable retention by the Indemnified Party of, records and information  that are reasonably relevant to such Third Party Claim, and making Indemnified  Parties and other employees and agents available on a mutually convenient basis to  provide additional information and explanation of any material provided hereunder,  and the indemnifying Party will reimburse the Indemnified Party for all its  reasonable Out-of-Pocket Costs and expenses in connection therewith.   Costs and Expenses. Except as provided above in this Section 12.4, the costs  and expenses, including attorneys’ fees and expenses, incurred by the Indemnified  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 62 of 94      GDSVF&H\6023374.4  Party in connection with any claim will be reimbursed on a Calendar Quarter basis  by the indemnifying Party, without prejudice to the indemnifying Party’s right to  contest the Indemnified Party’s right to indemnification and subject to refund in the  event the indemnifying Party is ultimately held not to be obligated to indemnify the  Indemnified Party.   [***].    Boston Pharma [***] under this Agreement (including for avoidance of  doubt, [***]) (collectively, the “[***]”); provided that, this [***] shall terminate  and cease to be of any further force or effect at such time when BP is no longer an  Affiliate of Boston Pharma.   BPInc [***] under this Agreement (collectively, the “[***]”); provided that,  this [***] shall terminate and cease to be of any further force or effect at such time  when BP is no longer an Affiliate of BPInc.   Boston Pharma hereby waives (a) all notices of the creation, renewal,  extension, accrual or amendment of any of the [***] and notice of proof of reliance  by Pieris on the [***] or acceptance of the [***]; (b) [***]; and (c) [***].    BPInc hereby waives (a) all notices of the creation, renewal, extension,  accrual or amendment of any of the [***] and notice of proof of reliance by Pieris  on [***]; (b) [***]; and (c) [***].    Insurance. Each Party will maintain, at its cost, reasonable insurance against liability  and other risks associated with its activities contemplated by this Agreement, including its  indemnification obligations herein, in such amounts and on such terms as are customary  for prudent practices for biotech companies of similar size and with similar resources in  the pharmaceutical industry (in the case of BP the size and resources of BP shall include  Boston Pharma and its subsidiaries) for the activities to be conducted by it under this  Agreement taking into account the scope of development of Products. Each Party will  furnish to the other Party evidence of such insurance, upon request. It is understood and  agreed that this insurance shall not be construed to limit either Party’s liability with respect  to its indemnification obligations hereunder.   LIMITATION OF CONSEQUENTIAL DAMAGES. EXCEPT FOR (A)  CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION UNDER SECTION 12.1 OR  SECTION 12.2, (B) CLAIMS ARISING OUT OF A PARTY’S BREACH OF ITS  CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR (C)  SECTION 7.2 OR SECTION 14.2.2, NEITHER PARTY NOR ANY OF ITS  AFFILIATES WILL BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT  OR ITS AFFILIATES FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL,  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 63 of 94      GDSVF&H\6023374.4  PUNITIVE OR OTHER INDIRECT DAMAGES OR LOST OR IMPUTED PROFITS OR  ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE  GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT,  TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY),  INDEMNITY OR CONTRIBUTION, AND IRRESPECTIVE OF WHETHER THAT  PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF,  OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH  LOSS OR DAMAGE.   Anti-Bribery and Corruption Compliance.    Each Party agrees, on behalf of itself, its officers, directors and employees  and on behalf of its Affiliates that it will, and will use its diligent efforts to, procure  that its agents, representatives, consultants and subcontractors hired for activities  undertaken for or in connection with the performance of this Agreement, (together  with such Party, the “Party Representatives”) for the performance of its  obligations hereunder that such Party Representatives will not directly or indirectly  pay, offer or promise to pay, or authorize the payment of any money, or give, offer  or promise to give, or authorize the giving of anything else of value, to:   any Government Official in order to influence official action;   any Person (whether or not a Government Official) (i) to influence  such Person to act in breach of a duty of good faith, impartiality or trust  (“Improper Action”), (ii) to reward such Person for such Improper Action,  or (iii) where such Person would engage in an Improper Action by receiving  the money or other thing of value;    any other Person while knowing or having reason to know that all  or any portion of the money or other thing of value will be paid, offered,  promised or given to, or will otherwise benefit, a Government Official in  order to influence official action for or against either Party in connection  with the matters that are the subject of this Agreement; or   any Person to reward that Person for an Improper Action or to  induce that Person to engage in Improper Action.   Each Party will not and will use diligent efforts to procure that its Party  Representatives will not, directly or indirectly, solicit, receive or agree to accept  any payment of money or anything else of value in violation of the Anti-Corruption  Laws.   Each Party acknowledges that its undertakings given in Section 12.8.1 and  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 64 of 94      GDSVF&H\6023374.4  Section 12.8.2 are material to the other Party in entering into a relationship with  such Party.   Each Party, on behalf of itself and its Party Representatives, represents and  warrants to the other Party that for the term of this Agreement and [***] years  thereafter, it will and will use diligent efforts to procure that its Party  Representatives keep and maintain accurate books and reasonably detailed records  in connection with the performance of its obligation under this Agreement  including all records required to establish compliance with Section 12.8.1 and  Section 12.8.2 above.   Each Party will promptly provide the other Party with written notice of the  following events: (a) upon becoming aware of any material breach or violation by  it or its Party Representatives of any representation, warranty or undertaking set  forth in Section 12.8.1 and Section 12.8.2; and (b) upon receiving a formal  notification that it is the target of a formal investigation by a Governmental  Authority for a Material Anti-Corruption Law Violation or upon receipt of  information from any of its Party Representatives connected with this Agreement  that any of them is the target of a formal investigation by a Governmental Authority  for a material violation of Anti-Corruption Law.   For the term of this Agreement and [***] years thereafter, each Party will  for the purpose of auditing and monitoring the performance of its compliance with  this Section 12.8 permit the other Party, its Affiliates, any auditors of any of them  and any Regulatory Authority to have access to any premises of such Party and to  the extent that such Party is able to secure such access, its Party Representatives in  each case used in connection with this Agreement, together with a right to access  personnel and records that relate to this Agreement (“Audit”).    Each Party will be responsible for any breach of any representation,  warranty or undertaking in this Section 12.8 or of the Anti-Corruption Laws by any  of its Party Representatives.    Each Party may disclose the terms of this Agreement or any action taken  under this Section 12.8 to prevent a potential violation or continuing violation of  applicable Anti-Corruption Laws, including the identity of the other Party and the  payment terms, to any Governmental Authority if such Party determines, upon  advice of counsel, that such disclosure is necessary.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 65 of 94      GDSVF&H\6023374.4  13. TERM AND TERMINATION   Agreement Term. The term of this Agreement (the “Term”) will commence on the  Effective Date and will extend, unless this Agreement is terminated earlier in accordance  with Section 13.2, on a Product-by-Product basis until such time as BP’s payment  obligations with respect to the sale of such Product in all countries expires.  Upon the  natural expiration (as opposed to termination) of BP’s payment obligations with respect to  a Product the licenses granted by Pieris to BP under this Agreement with respect to such  Product shall remain in effect as granted in accordance with this Agreement and shall  become perpetual, irrevocable, fully paid-up, royalty-free and sublicensable without  restriction through multiple tiers.   Termination. Notwithstanding anything in this Agreement or elsewhere to the  contrary, subject to Section 13.3.3 below, this Agreement may be terminated as follows:   Termination for Material Breach. Either Party shall have the right to  terminate this Agreement in the event the other Party has materially breached or  materially defaulted in the performance of any of its obligations hereunder which  breach or default is material in the overall context of the Agreement, and such  breach has continued for [***] days (or [***] days in the case of non-payment of  undisputed amounts due and payable) after written notice thereof was provided to  the breaching Party by the non-breaching Party which clearly describes the  remedies that the non-breaching Party intends to apply should the breach remain  uncured. Any such termination shall become effective at the end of such [***] day  (or [***] day with respect to non-payment of undisputed amounts due and payable)  period if, prior to the expiration of the [***] day (or [***] day, as applicable) period,  the breaching Party has not cured any such breach or default. In the event that the  breach is not susceptible to cure during such [***] day period, then, upon written  notice to the non-breaching Party during the initial [***] day period, the breaching  Party may have additional time, not to exceed another [***] days to cure such  breach.  If the allegedly breaching Party disputes the breach and provides written  notice of that dispute to the other Party, the matter shall be addressed under the  dispute resolution provisions in Section 14.1, and the notifying Party may not  terminate this Agreement until it has been finally determined under Section 14.1,  that the Agreement was materially breached as described above and the breaching  Party does not cure the breach within a reasonable time as determined by the dispute  resolution provisions in Section 14.1 (including arbitration under Section 14.1.4.1  below).   Termination by Mutual Agreement. This Agreement may be terminated by  the mutual written consent of the Parties.   Termination by BP for Convenience. BP may terminate this Agreement in  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 66 of 94      GDSVF&H\6023374.4  its entirety or on a Product-by-Product basis by providing [***] days’ prior written  notice to Pieris (unless the Product has achieved Marketing Approval, in which case  such period shall be [***] days). Notwithstanding the foregoing, BP may not  terminate this Agreement within the first [***] months following the Effective  Date.    Termination for Insolvency. Either Party may terminate this Agreement if,  at any time, the other Party will file in any court or agency pursuant to any statute  or regulation of any state or country, a petition in bankruptcy or insolvency or for  the appointment of a receiver or trustee of the Party or of substantially all of its  assets, or if the other Party proposes a written agreement of composition or  extension of substantially all of its debts, or if the other Party will be served with  an involuntary petition against it, filed in any insolvency proceeding, and such  petition will not be dismissed within [***] days after the filing thereof, or if the  other Party will propose or be a party to any dissolution or liquidation, or if the  other Party will make an assignment of substantially all of its assets for the benefit  of creditors.  Upon the bankruptcy of any Party, the non-bankrupt Party will further  be entitled to a complete duplicate of, or complete access to, any such intellectual  property, and such, if not already in its possession, will be promptly delivered to  the non-bankrupt Party, unless the bankrupt Party elects to continue, and continues,  to perform all of its obligations under this Agreement.    Termination for Patent Challenge. Pieris may terminate this Agreement if  BP or its Affiliates disputes, or assists any Third Party to dispute, the validity of  any Patent within the Pieris IP in a patent re-examination, inter partes review, post- grant or other patent office proceeding, opposition, litigation, or other court  proceeding and, within [***] days written notice from Pieris, BP or such Affiliates  fails to rescind any and all of such actions, provided however that, nothing in this  clause prevents BP or its Affiliates from taking any of the actions referred to in this  clause and provided further that Pieris will not have the right to terminate if BP or  its Affiliates:   asserts invalidity as a defense in any court proceeding brought by  Pieris asserting infringement of one of the foregoing Patents;    acquires a Third Party that has an existing challenge, whether in a  court or administrative proceeding, against one of the foregoing Patents; or   licenses a product for which Pieris has an existing challenge,  whether in a court or administrative proceeding, against one of the  foregoing Patents.   Effects of Termination.   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 67 of 94      GDSVF&H\6023374.4   Effects of Termination. In the event of any termination of this Agreement  in its entirety or with respect to any given Product or given country other than  termination (i) by BP for Pieris’ material breach under Section 13.2.1, (ii) by BP  due to Pieris’ insolvency under Section 13.2.4, or (iii) under Section 13.2.2  (termination by mutual agreement), then the following shall apply (in each case  solely to the extent relating to such Product(s) as each such Product exists (a) as of  the Effective Date and (b) at the time of termination (the “Terminated  Product(s)”) that are the subject of such termination):    At Pieris’ request, BP will return to Pieris or destroy (and certify  such destruction to Pieris), at Pieris’ option, all Pieris’ Confidential  Information related to the Terminated Product(s) and Pieris Know-How  related to the Terminated Product(s) (provided that BP shall be entitled to  retain one (1) copy for archival and compliance purposes, and as required  by Applicable Law or regulatory requirement). At BP’s request, subject to  Section 13.3.1.6, Pieris will return to BP or destroy (and certify such  destruction to BP), at BP’s option, all other BP Confidential Information  related to the Terminated Product(s) and all other BP Know-How related to  the Terminated Product(s) (provided that Pieris shall be entitled to retain  one (1) copy for archival and compliance purposes, and as required by  Applicable Law or regulatory requirement).   Pieris shall have the right to acquire some or all of the available  inventory of the Terminated Product, as requested by Pieris, in the  possession of BP and its Affiliates as of the date of such termination,  provided that, if Pieris so acquires any or all such inventory, Pieris shall  reimburse BP the cost incurred by BP for such inventory plus a [***]  percent ([***]%) mark-up and if Pieris does not purchase such inventory  BP shall be entitled to continue selling any such inventory for [***] months  following the effective date of termination; provided that the cause for  termination of BP was not due to a failure in such inventory being  Manufactured, stored and sold in compliance with cGMP and Applicable  Law. Any such inventory remaining following such [***] month period  shall be offered for sale to Pieris at a price equal to the cost incurred by BP  for such inventory plus a [***] percent ([***]%) mark-up.   All licenses and sublicenses granted by Pieris to BP with respect  to the Terminated Product(s) hereunder shall terminate, provided however  that they will continue solely to enable BP to (i) complete sales of the  Terminated Product(s) for any purchase orders that were in place prior to  the effective date of termination and (ii) sell off any existing inventory of  the Terminated Product(s) pursuant to Section 13.3.1.2; thereafter, BP will  discontinue Commercialization of the Terminated Product(s).   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 68 of 94      GDSVF&H\6023374.4   BP shall grant to Pieris a non-exclusive (sub)license under  Intellectual Property Rights Controlled by BP (subject to any and all  restrictions on BP and its Affiliates) to the extent reasonably necessary or  reasonable useful to Exploit the Terminated Product(s) solely to Exploit the  Terminated Product in the Field and in the Territory. Pieris shall be solely  responsible for paying any royalties, milestones or other sums which may  be due to Third Parties in respect of any Intellectual Property Rights  licensed by BP to Pieris pursuant to this Section 13.3.1.4 and for  reimbursing BP for its reasonable costs and expenses incurred in connection  with complying with this Section 13.3.1.4. Pieris shall take over  responsibility for the Prosecution and Maintenance and shall have sole  enforcement rights (with BP providing any reasonably requested assistance  at Pieris’ sole cost and expense) of any Patents in the Key IP that Cover the  Terminated Product.   At the request of Pieris, BP shall transition all ongoing Clinical  Studies and all ongoing Manufacturing campaigns with respect to the  Terminated Product(s) in a manner that permits Pieris to achieve  Completion of such Clinical Study and completion of such Manufacturing  campaign. Pieris shall be responsible for all costs associated with such  ongoing Clinical Studies and ongoing Manufacturing campaigns as of the  effective date of termination.    At the request of Pieris, BP shall use Commercially Reasonable  Efforts, at Pieris’ sole cost and expense, to: (i) transfer and assign to Pieris  or Pieris’ designee BP’s right, title and interest in and to all material  governmental or regulatory filings and approvals (including all Marketing  Approvals and pricing approvals, and Regulatory Materials, in all cases,  specifically and exclusively relating to the Development, Manufacture or  Commercialization of the Terminated Product(s) and (ii) transfer to Pieris  or Pieris’ designee copies of all material Data, Know-How, Clinical Study  data and safety data in BP’s possession and Control to the extent specifically  related to and required for the Research, Development, Manufacture or  Commercialization of such Terminated Product. In addition, at the request  of Pieris and at Pieris’ sole cost and expense, BP will appoint Pieris as BP’s  and/or BP’s Affiliates’ agent for all Terminated Product-related matters  involving Regulatory Authorities until all Marketing Approvals, regulatory  approvals and other regulatory filings hereunder have been assigned to  Pieris or its designee. In the event of (x) failure to obtain assignment or (y)  with respect to regulatory items that would otherwise fall within (i) and (ii)  but for such materials not being specifically related to the relevant  Product(s) but nonetheless which are reasonably necessary for the  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 69 of 94      GDSVF&H\6023374.4  Development, Manufacture or Commercialization of such Terminated  Product, in each of (x) and (y) BP hereby consents and grants to Pieris the  right to access and reference (without any further action required on the part  of BP, whose authorization to file this consent with any Regulatory  Authority is hereby granted) any such item with respect to such Terminated  Product.   If BP or its Affiliates are Manufacturing the Terminated  Product(s) on the effective date of termination, at Pieris’ option and upon  Pieris’ request, BP or its Affiliates will use Commercially Reasonable  Efforts to supply such Terminated Product to Pieris at BP’s Fully Burdened  Manufacturing Cost plus [***] percent ([***]%), until the earlier of (i) such  time as Pieris has procured or developed its own source of such Terminated  Product supply, or (ii) [***] months following the effective date of  termination.  Should Pieris not be able to procure or develop its own source  of Product supply within [***] months, then the Parties will discuss in good  faith a potential extension of supply by BP to avoid any supply interruption.  The Parties will promptly negotiate a supply and related quality agreement  to govern the specific terms and conditions of such supply.     If Pieris so requests in writing within [***] days of the effective  date of termination, the Parties will cooperate (with BP using Commercially  Reasonable Efforts), to the extent legally permissible (including to the  extent permitted under BP’s obligations to Third Parties on the effective  date of termination), to assign to Pieris any Third Party agreements that are  specific to and exclusively relating to the Development, Manufacture or  Commercialization of the Terminated Product(s) to which BP is a party,  subject to any required consents of such Third Party.   Upon Pieris’ request and at Pieris’ sole cost and expense, BP shall  promptly transfer and assign or license (or, if applicable, will cause its  Affiliates to assign or license) to Pieris all of BP’s (and such Affiliates’)  worldwide right, title and interest in and to any registered trademarks or  registered internet domain names that are specific to the Terminated Product  (it being understood that the foregoing will not include any trademarks or  internet domain names that contain the corporate or business name(s) of BP  or any of its Affiliates or any other product of BP or any of its Affiliates).   BP shall cooperate in good faith and use Commercially  Reasonable Efforts for a reasonable time not to exceed [***] months to  ensure a smooth and orderly transition of the Terminated Product, including  any Development, Manufacturing, or Commercialization activities ongoing  at the time of termination to Pieris, and negotiating reasonably and in good  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 70 of 94      GDSVF&H\6023374.4  faith the terms and conditions of any further agreements or the signature of  documents consistent with this Section 13.3.1.    For Material Breach or Insolvency. In the event that BP terminates this  Agreement in its entirety or with respect to any given Terminated Product as a result  of Pieris’ material breach under Section 13.2.1 or due to Pieris’ insolvency under  Section 13.2.4, then the following terms shall apply (in each case solely to the  extent relating to such Terminated Product(s) that are the subject of such  termination):   At the Disclosing Party's request, the Receiving Party will return  to the Disclosing Party or destroy (and certify such destruction to the  Disclosing Party), at Disclosing Party’s option and sole cost and expense,  all Disclosing Party’s Confidential Information related to such Terminated  Product(s) (provided that the Receiving Party shall be entitled to retain one  (1) copy for archival and compliance purposes, and as required by  Applicable Law or regulatory requirement).   All Development, Manufacture and Commercialization of the  Terminated Product(s) by the Parties shall immediately cease;   The licenses granted by Pieris to BP with respect to the  Terminated Product(s) shall immediately terminate; and   The non-compete set forth in Section 7.2 regarding the Terminated  Product will no longer apply.   Rights in Bankruptcy. All rights and licenses granted under or pursuant to  this Agreement are, and shall otherwise be deemed to be, for all purposes of Section  365(n) of the United States Bankruptcy Code and of any similar or analogous  provisions of Applicable Law outside of the United States (the “Bankruptcy  Code”), licenses and rights to “intellectual property” as defined under Section  101(35A) of the U.S. Bankruptcy Code. Pieris agrees that BP, as licensee of such  rights under this Agreement, shall retain and may fully exercise all of its rights and  elections under the Bankruptcy Code. In the event of the commencement of a  bankruptcy proceeding by or against Pieris under the Bankruptcy Code (the  “Insolvent Party”), BP shall be entitled to a complete duplicate of (or complete  access to, as appropriate) any intellectual property and Know-How licensed to BP  under this Agreement and held by Pieris and its successors and assigns (and all  embodiments of such intellectual property and Know-How), provided that, a Party  shall not be required to provide any duplicate copies and embodiments of such  intellectual property or  Know-How to the other Party so long it has already  provided such intellectual property and Know-How it is required to provide to  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 71 of 94      GDSVF&H\6023374.4  under this Agreement, and, if not already in its possession, shall be promptly  delivered to it (a) upon any such commencement of a bankruptcy proceeding upon  its written request therefore, unless the Insolvent Party continues to perform all of  its obligations under this Agreement, or (b) if not delivered or granted under (a)  above, following the rejection of this Agreement by or on behalf of the Insolvent  Party upon written request therefore by the other Party.     Survival. The termination or expiration of this Agreement shall not affect  any payment of any debts or obligations accruing prior to or after such date of  termination or expiration. The provisions of Section 1 (to the extent necessary to  give effect to the surviving provisions), Section 8 (with respect to any payments  due but not yet received and any Net Sales accrued following the Term during a  permitted sell-off period under Section 13.3.1.2), Section 8.8.2 (for any final reports  and final payments), Section 8.8.3, Section 10.1 (except for the last sentence of  Section 10.1.2), Section 12, Section 13 (until completion of termination  obligations) and Section 14 will survive the expiration or any termination of this  Agreement for any reason, in accordance with their respective terms and conditions,  and for the respective duration stated therein, and where no duration is stated, will  survive indefinitely. In addition, any Section that is referred to in the above listed  Sections shall survive solely for the interpretation or enforcement of the above  listed Sections.  14. MISCELLANEOUS   Dispute Resolution.    Resolution by Senior Representatives. The Parties will seek to settle  amicably any and all disputes, controversies or claims arising out of or in  connection with this Agreement (a “Dispute”). Any Dispute between the Parties  will be promptly presented to the Senior Representatives for resolution. Such  Senior Representatives will meet in person or by teleconference as soon as  reasonably possible thereafter, and use their good faith efforts to mutually agree  upon the resolution of the Dispute.   Escalation to Senior Executives. Either Party may, by written notice to the  other Party, request that a Dispute that remains unresolved by the Senior  Representatives for a period of [***] days as set forth in Section 14.1.1, be resolved  by the Senior Executives, within [***] days after referral of such Dispute to them.  If the Senior Executives cannot resolve such Dispute within [***] days after referral  of such Dispute to them, then, at any time after such [***] day period, either Party  may proceed to enforce any and all of its rights with respect to such Dispute in  accordance with this Section 14.1.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 72 of 94      GDSVF&H\6023374.4   Request for Arbitration. Upon completion of its obligations under Section  14.1.1 and Section 14.1.2 and subject to Section 14.1.5 and Section 14.2.2, either  Party may upon written notice to the other submit the Dispute to binding arbitration  pursuant to Section 14.1.4.1 below. No statements made by either Party during such  discussions will be used by the other Party or admissible in arbitration or any other  subsequent proceeding for resolving the Dispute.   Arbitration.   Subject to Section 14.1 and Section 14.2, any Dispute (including  any dispute, claim or controversy arising from or related in any way to this  Agreement or the interpretation, application, breach, termination or validity  thereof, including any claim of inducement of this Agreement by fraud or  otherwise, not resolved under the provisions of Section 14.1.1 or Section  14.1.2), will be resolved by final and binding arbitration conducted in  accordance with the terms of this Section 14.1.4.1. The arbitration will be  held in New York, New York, USA according to the CPR Non- Administered International Arbitration Rules in effect on the date of this  Agreement (“Rules”). The arbitration will be conducted by a panel of three  (3) arbitrators with significant experience in the pharmaceutical industry,  unless otherwise agreed by the Parties, appointed in accordance with  applicable Rules. Any arbitration herewith will be conducted in the English  language to the maximum extent possible. The arbitrators will render a  written decision no later than [***] months following the selection of the  arbitrators, including a basis for any damages awarded and a statement of  how the damages were calculated. Any award will be promptly paid in U.S.  dollars free of any tax, deduction or offset. Each Party agrees to abide by  the award rendered in any arbitration conducted pursuant to this Section  14.1.4.1. With respect to money damages, nothing contained herein will be  construed to permit the arbitrator or any court or any other forum to award  punitive or exemplary damages, except in the case of breach of Section 10.1.  By entering into this agreement to arbitrate, the Parties expressly waive any  claim for punitive or exemplary damages, except in the case of breach of  Section 10.1. Each Party will pay its legal fees and costs related to the  arbitration (including witness and expert fees). Judgment on the award so  rendered will be final and may be entered in any court having jurisdiction  thereof.   EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF  ANY ISSUE BY JURY. EACH PARTY HERETO WAIVES ANY CLAIM  FOR ATTORNEYS' FEES AND COSTS AND PREJUDGMENT  INTEREST FROM THE OTHER.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 73 of 94      GDSVF&H\6023374.4   Court Actions. Nothing contained in this Agreement will deny either Party  the right to seek injunctive or other equitable relief from a court of competent  jurisdiction in the context of a bona fide emergency or prospective irreparable harm,  and such an action may be filed and maintained notwithstanding any ongoing  Dispute resolution discussions or arbitration proceeding. In addition, either Party  may bring an action in any court of competent jurisdiction to resolve Disputes  pertaining to the validity, construction, scope, enforceability, infringement or other  violations of patents or other proprietary or Intellectual Property Rights, and no  such claim will be subject to arbitration pursuant to Section 14.1.4.1.   Governing Law, Jurisdiction, Equitable Relief, Losses, and Remedies.   This Agreement will be governed by and construed and enforced in  accordance with the laws of the State of New York, USA, without reference to any  rules of conflicts of laws. For clarification, any Dispute relating to the scope,  validity, enforceability or infringement of any Patents will be governed by and  construed and enforced in accordance with the patent laws of the applicable  jurisdiction.    Each Party acknowledges and agrees that the restrictions set forth in Section  7.2 of this Agreement are reasonable and necessary to protect the legitimate  interests of the other Party and that the other Party would not have entered into this  Agreement in the absence of such restrictions, and that any breach or threatened  breach of any of these provisions will probably result in irreparable injury to the  other Party for which there will be no adequate remedy at law. In the event of a  breach or threatened breach of any such provision, each Party will be authorized  and entitled to obtain from any court of competent jurisdiction equitable relief,  whether preliminary or permanent, specific performance and an equitable  accounting of all earnings, profits and other benefits arising from such breach,  which rights will be cumulative and in addition to any other rights or remedies to  which such Party may be entitled in law or equity. Each Party agrees to waive any  requirement that the other Party (a) post a bond or other security as a condition for  obtaining any such relief, and (b) show irreparable harm, balancing of harms,  consideration of the public interest or inadequacy of monetary damages as a  remedy. Nothing in this Section 14.2.2 is intended, or should be construed, to limit  a Party's rights to equitable relief or any other remedy for a breach of any other  provision of this Agreement. Except for (i) any amount awarded to be paid by one  Party to the other by the panel of arbitrators in a final and binding arbitration  proceeding adjudicated under Section 14.1.4.1, and (ii) any offset of undisputed but  unpaid amounts under this Agreement, neither Party will have the right to set off  any amount it is owed or believes it is owed against payments due or payable to the  other Party under this Agreement.  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 74 of 94      GDSVF&H\6023374.4   Neither Party will be entitled to recover any Losses relating to any matter  arising under one provision of this Agreement to the extent that such Party has  already recovered Losses with respect to such matter pursuant to other provisions  of this Agreement (including recoveries under Section 12).   Assignments and Successors. Neither this Agreement nor any obligation of a Party  hereunder may be assigned by either Party without the consent of the other, except that  each Party may assign this Agreement and the rights, obligations and interests of such  Party, in whole or in part, without the other Party’s consent, to any of its Affiliates for as  long as such entity remains an Affiliate, to any purchaser of all or substantially all of its  assets to which this Agreement or relevant part relates or to any successor corporation  resulting from any merger, consolidation, share exchange or other similar transaction. In  addition, Pieris may assign or transfer its rights to receive payments under this Agreement  (but no liabilities) with BP’s consent (not to be unreasonably withheld, conditioned or  delayed) to an Affiliate or to a Third Party in connection with a payment factoring  transaction. Upon execution of such agreement and upon Pieris’ request, BP shall provide  royalty reports described under Section 8.8.2 and direct payments to such Third Party of  specified amounts otherwise due to Pieris and such provision and direction shall satisfy  any obligation to provide such a payment or report to Pieris. Any purported assignment or  transfer made in contravention of this Section 14.3 will be null and void. This Agreement  shall be binding upon the successors and permitted assigns of the Parties.    Acquiror IP. Notwithstanding anything to the contrary in this Agreement, in the  event of a Change of Control involving either Party or its business after the Effective Date  (the Third Party acquiring such Party or its business being the “Acquiror”), whether by  merger, asset purchase or otherwise, as to any such Acquiror, the non-acquired Party shall  not obtain rights, licenses, options or access to any Intellectual Property Rights or Know- How, product candidates or Product that are held by the Acquiror or any Affiliate of the  Acquiror that becomes an Affiliate of the acquired Party as a result of such acquisition (but  excluding the acquired Party itself), that were not generated through any use or access to  the Intellectual Property Rights or Know-How of the acquired Party, or that are not used  by the acquired Party in connection with a Product under this Agreement.    Change of Control.    Notice. Each Party will provide written notice (“COC Notice”) to the other  Party within [***] days following the closing of a Change of Control involving  such Party, and such notice will identify the Third Party acquiring company (the  “COC Acquiror”).    Competing Products in a Change of Control. In the event that Pieris is subject  to a Change of Control and the entity that acquires Pieris has a Competing Product,  Pieris shall include in its COC Notice provided to BP under Section 14.5.1  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 75 of 94      GDSVF&H\6023374.4  information regarding whether such COC Acquiror has a Competing Product that  would otherwise violate Section 7.2. In such event, then such COC Acquiror and  Pieris may commit to a divestiture of such Competing Product in connection with  such Change in Control where they have no operational role in the development or  commercialization of the Competing Product and shall be considered in compliance  with Section 7.2 notwithstanding any provisions to the contrary. In the event of a  Change of Control that involves an acquisition of Pieris and where the COC  Acquiror has a Competing Product and does not commit to a divestiture of such  Competing Product, then upon BP’s written election after receipt of such COC  Notice from Pieris (such election (“BP COC Election Notice”) shall be made in  writing to Pieris no later than [***] Business Days after receipt of the COC Notice  from Pieris), and effective as of the closing date of such Change of Control:   BP shall not be obligated to share any further updates to the  Development Plan to Pieris;    Except as provided below, Pieris shall have no further right of  input or insight into BP’s Exploitation of the Products hereunder;   BP shall have no further reporting obligations hereunder with  respect to the Exploitation of, and regulatory activities for, the Products  other than its financial reporting and record-keeping obligations, and audit  rights, to the extent necessary to verify the accuracy of the calculation of  the royalties or milestones paid or payable to Pieris;    Pieris’ right to a right of first negotiation under Section 2.4 shall  terminate;    BP shall have no further obligation to disclose to Pieris any BP  Know-How developed or reduced to practice after the closing date of the  Change of Control; and    Pieris shall put in place a “firewall” of reasonable safeguards  between individuals with access to Pieris Product Know-How and BP  Confidential Information, on the one hand, and the personnel responsible  for the Exploitation of such Competing Product, on the other hand, such that  the Exploitation of such Competing Product does not make use of or  incorporate any technology Covered by Pieris IP, Key IP, BP Confidential  Information or BP Patents; and   For avoidance of doubt, except as set forth in this Section 14.5, the Parties’  rights and obligations under this Agreement shall remain in effect in the event of a  Change of Control or an assignment of this Agreement.   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 76 of 94      GDSVF&H\6023374.4   Force Majeure. No Party will be held responsible to the other Party nor be deemed  to be in default under, or in breach of any provision of, this Agreement for failure or delay  in performing any obligation of this Agreement when such failure or delay is due to force  majeure, and without the fault or negligence of the Party so failing or delaying. For  purposes of this Agreement, force majeure means a cause beyond the reasonable control of  a Party, which may include acts of God; acts, regulations, or laws of any government; war;  terrorism; civil commotion; fire, flood, earthquake, tornado, tsunami, explosion or storm;  pandemic; epidemic and failure of public utilities or common carriers. In such event the  Party so failing or delaying will immediately notify the other Party of such inability and of  the period for which such inability is expected to continue. The Party giving such notice  will be excused from such of its obligations under this Agreement as it is thereby disabled  from performing for so long as it is so disabled for up to a maximum of [***] days, after  which time the Parties will negotiate in good faith any modifications of the terms of this  Agreement that may be necessary to arrive at an equitable solution, unless the Party giving  such notice has set out a reasonable timeframe and plan to resolve the effects of such force  majeure and executes such plan within such timeframe. To the extent possible, each Party  will use reasonable efforts to minimize the duration of any force majeure.    Notices. Any notice, request, approval or consent required or permitted to be given  under or in connection with this Agreement shall be in writing, in English, effective only  upon receipt and will be deemed to have been sufficiently given if personally delivered,  sent by internationally recognized overnight express courier service (prepaid with signature  required), or by email (receipt verified), to the Party for which such notice is intended, at  the address set forth for such Party below:     If to Pieris, addressed to:  Pieris Pharmaceuticals GmbH  Attention: Alliance Manager  Zeppelinstraße 3  85399 Hallbergmoos, Germany    With a copy to:     Pieris Pharmaceuticals, Inc.  Attention: [***]  255 State Street, 9th Floor  Boston, MA 02109  [***]    If to BP, addressed to:   BP Asset XII, Inc.        Attention: [***]  55 Cambridge Parkway, Suite 400        Cambridge, MA 02142        [***]  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 77 of 94      GDSVF&H\6023374.4    With a copy to:  Gunderson Dettmer Stough Villeneuve Franklin &  Hachigian LLP        Attention: [***]  One Marina Park Drive, Suite 900         Boston, MA 02210         [***]    or to such other address for such Party as it will have specified by like notice to the other  Party. It is understood and agreed that this Section 14.7 is not intended to govern the day  to day business communications necessary between the parties in performing their duties,  in due course, under the terms of this Agreement.   Export Clause. Each Party acknowledges that the laws and regulations of the United  States and other countries may restrict the export and re-export of commodities and  technical data of United States or such foreign country origin. Each Party agrees that it will  not export or re-export restricted commodities or the technical data of the other Party in  any form without the appropriate United States and/or foreign government licenses.   Waiver. Neither Party may waive or release any of its rights or interests in this  Agreement except in writing. The failure of either Party to assert a right hereunder or to  insist upon compliance with any term or condition of this Agreement will not constitute a  waiver of that right or excuse a similar subsequent failure to perform any such term or  condition. No waiver by either Party of any condition or term in any one or more instances  will be construed as a continuing waiver or subsequent waiver of such condition or term or  of another condition or term.   Severability. If any provision of this Agreement is held to be illegal, invalid or  unenforceable by a court of competent jurisdiction, such adjudication will not affect or  impair, in whole or in part, the validity, enforceability, or legality of any remaining portions  of this Agreement. All remaining portions will remain in full force and effect as if the  original Agreement had been executed without the invalidated, unenforceable or illegal  part. The Parties shall make a good faith effort to replace the invalid or unenforceable  provision with a valid one which in its economic effect is most consistent with the invalid  or unenforceable provision.   Entire Agreement; Modifications. This Agreement (including exhibits) sets forth  and constitutes the entire agreement and understanding between the Parties with respect to  the subject matter hereof, and all prior agreements, including prior rights and obligations  with respect to Confidential Information exchanged under prior confidentiality agreements,  understandings, promises and representations, whether written or oral, with respect thereto  are superseded hereby. Each Party confirms that it is not relying on any representations or  warranties of the other Party except as specifically set forth herein. No amendment,  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 78 of 94      GDSVF&H\6023374.4  modification, release or discharge will be binding upon the Parties unless in writing and  duly executed by authorized representatives of both Parties.   Relationship of the Parties. It is expressly agreed that the Parties will be  independent contractors of one another and that the relationship between the Parties will  not constitute a partnership, joint venture or agency.   Interpretation. Except as otherwise explicitly specified to the contrary, (a)  references to an article, section, appendix, exhibit or schedule means an article, section of,  or appendix, schedule or exhibit to this Agreement, unless another agreement is specified,  (b) the word “including” (in its various forms) means “including without limitation,” (c)  the words “will” and “shall” have the same meaning, (d) references to a particular statute  or regulation include all rules and regulations thereunder and any predecessor or successor  statute, rules or regulation, in each case as amended or otherwise modified from time to  time, (e) references to a particular Person include such Person’s successors and assigns to  the extent not prohibited by this Agreement, (f) unless otherwise specified, “$” is in  reference to United States dollars, (g) the headings contained in this Agreement, in any  exhibit or schedule to this Agreement and in the table of contents to this Agreement are for  convenience only and will not in any way affect the construction of or be taken into  consideration in interpreting this Agreement; and (h) or the context otherwise requires, the  word “or” is used in the inclusive sense (and/or).   Books and Records. Any books and records to be maintained under this Agreement  by a Party or its Affiliates or Sublicensees will be maintained in accordance with generally  accepted accounting principles, or in the case of non-United States sales, other applicable  Accounting Standards, consistently applied.   Construction of Agreement. The terms and provisions of this Agreement represent  the results of negotiations between the Parties and their representatives, each of which has  been represented by counsel of its own choosing, and neither of which has acted under  duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and  provisions of this Agreement will be interpreted and construed in accordance with their  usual and customary meanings, and each of the Parties hereto hereby waives the application  in connection with the interpretation and construction of this Agreement of any rule of law  to the effect that ambiguous or conflicting terms or provisions contained in this Agreement  will be interpreted or construed against the Party whose attorney prepared the executed  draft or any earlier draft of this Agreement.   Supremacy. In the event of any express conflict or inconsistency between this  Agreement and any Schedule, Exhibit or Appendix hereto, the terms of this Agreement  will apply to the extent of such conflict or inconsistency. The Parties understand and agree  that the Schedules and Appendices hereto are not intended to be the final and complete  embodiment of any terms or provisions of this Agreement, and are to be updated from time  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 79 of 94      GDSVF&H\6023374.4  to time during the Term, as appropriate and in accordance with the provisions of this  Agreement.   Counterparts. This Agreement may be signed in counterparts, each of which will  be deemed an original, notwithstanding variations in format or file designation which may  result from the electronic transmission, storage and printing of copies of this Agreement  from separate computers or printers. Signatures transmitted via electronic mail in PDF  format will be treated as original signatures.    Compliance with Laws. Each Party will, and will ensure that its Affiliates and  Sublicensees will, comply in all material respects with the relevant laws (including all  Applicable Law) and regulations in exercising its rights and fulfilling its obligations under  this Agreement in each case as applicable under the laws and regulations of the country  and the state and local government wherein such activities are conducted.    [SIGNATURE PAGE FOLLOWS]   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 80 of 94      GDSVF&H\6023374.4    IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their  representatives thereunto duly authorized as of the Effective Date.      Pieris Pharmaceuticals, Inc.    Pieris Pharmaceuticals GmbH       By:  /s/ Stephen S. Yoder     By:  /s/ Stephen S. Yoder        Name: Stephen S. Yoder     Name: Stephen S. Yoder  Title: President & CEO        Title: Managing Director   Date: April 24, 2021      Date: April 24, 2021      BP Asset XII, Inc. Acknowledged and agreed by Boston Pharma  Holdings, LLC (solely for the purposes of Section  12.5.1 and Section 12.5.3)      By:  /s/ Rob Armstrong     By:  /s/ Rob Armstrong       Name: Rob Armstrong     Name: Rob Armstrong  Title: President & CEO      Title: President and CEO    Date: April 24th, 2021      Date: April 24th, 2021      Acknowledged and agreed by Boston Pharmaceuticals, Inc. (solely for the purposes of  Section 12.5.2 and Section 12.5.4)      By:  /s/ Rob Armstrong         Name: Rob Armstrong  Title: President and CEO   Date: April 24th, 2021         





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 81 of 94      GDSVF&H\6023374.4  Exhibit Index      Exhibit 1.21: Arising Patents    Exhibit 1.128: Pieris Building Block Patents    Exhibit 1.134: Pieris Patents    Exhibit 1.138: Pieris Platform Patents    Exhibit 1.142: Pieris Product Patents    Exhibit 1.144: Product Sequence    Exhibit 2.3.2: Pieris Approved Subcontractors    Exhibit 4.1: Initial Product Development Plan    Exhibit 4.3.2: Technology Transfer Plan    Exhibit 8.6.2: Initial Product Sequence      Exhibit 10.3.1: Initial Press Release         





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 82 of 94      GDSVF&H\6023374.4  Exhibit 1.21: Arising Patents       





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 83 of 94      GDSVF&H\6023374.4  Exhibit 1.128: Pieris Building Block Patents    [***]   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 84 of 94      GDSVF&H\6023374.4  Exhibit 1.134: Pieris Patents    [***]     





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 85 of 94      GDSVF&H\6023374.4  Exhibit 1.138: Pieris Platform Patents    [***]     





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 86 of 94      GDSVF&H\6023374.4  Exhibit 1.142: Pieris Product Patents    [***]   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 87 of 94      GDSVF&H\6023374.4  Exhibit 1.144: Product Sequence    [***]     





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 88 of 94      GDSVF&H\6023374.4  Exhibit 2.3.2: Pieris Approved Subcontractors    [***]   





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 89 of 94      GDSVF&H\6023374.4  Exhibit 4.1: Initial Product Development Plan    [***]     





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 90 of 94      GDSVF&H\6023374.4  Exhibit 4.3.2: Technology Transfer Plan      [***]    





 






EXHIBIT 10.1    [Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version        Exhibit 8.6.2: Initial Product Sequence    [***]     





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 92 of 94      GDSVF&H\6023374.4  Exhibit 10.3.1: Initial Press Release         PRESS RELEASE  Pieris Pharmaceuticals and Boston Pharmaceuticals Enter into an Exclusive Worldwide  Product License for PRS-342, a 4-1BB/GPC3 Immuno-Oncology Bispecific  • Pieris will receive $10 million upfront and be entitled to receive additional  milestone payments and tiered royalties  • Boston Pharmaceuticals will be primarily responsible for development of the  program, with both parties collaborating during the investigational new drug  (IND)-enabling stage  BOSTON and CAMBRIDGE, Mass., April 26, 2021 - Pieris Pharmaceuticals, Inc. (NASDAQ:  PIRS) and Boston Pharmaceuticals today announced that the companies have entered into an  exclusive product license agreement to develop PRS-342, a 4-1BB/GPC3 preclinical immuno- oncology Anticalin®-antibody bispecific fusion protein. Under the terms of the agreement,  Boston Pharmaceuticals has exclusively licensed worldwide rights to PRS-342. Pieris will  receive an upfront payment of $10 million and is further entitled to receive up to approximately  $353 million in development, regulatory, and sales-based milestone payments, and tiered  royalties on sales of PRS-342. Pieris will also contribute an undisclosed amount toward  manufacturing activities.  “Based on the encouraging preclinical data from PRS-342, as well as data demonstrative of the  4-1BB mechanism of action we have seen from Pieris’ other immuno-oncology programs, we  are excited to have the opportunity on a global scale to progress this program into clinical  development in areas of significant unmet need,” said Robert Armstrong, Chief Executive  Officer of Boston Pharmaceuticals. “We look forward to working with Pieris, benefiting from both  their strong early-stage development expertise and their deep understanding of immuno- oncology bispecifics.”  “Our recent presentations at AACR for our HER2- and PD-L1-targeting 4-1BB bispecifics  demonstrate the potency of our costimulatory approach, especially our bispecific antibodies’  ability to achieve clinical benefit, including in patients who have failed checkpoint therapy. It is  therefore rewarding to see another one of our 4-1BB-based Anticalin bispecifics for immuno- oncology moving towards the clinic,” said Stephen S. Yoder, President and Chief Executive  Officer of Pieris. “Boston Pharmaceuticals has a strong leadership team and proven track record  of developing a broad range of assets, including in oncology, and we look forward to the  advancement of this next-generation bispecific and to directly supporting some crucial next  steps towards clinical initiation.”  About Pieris Pharmaceuticals:  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 93 of 94      GDSVF&H\6023374.4  Pieris is a clinical-stage biotechnology company that discovers and develops Anticalin® protein- based drugs to target validated disease pathways in a unique and transformative way. Our  pipeline includes inhalable Anticalin proteins to treat respiratory diseases and immuno-oncology  multi-specifics tailored for the tumor microenvironment. Proprietary to Pieris, Anticalin proteins  are a novel class of therapeutics validated in the clinic and by partnerships with leading  pharmaceutical companies, including AstraZeneca, Seagen, and Servier. Anticalin® is a  registered trademark of Pieris. For more information, visit www.pieris.com.  About Boston Pharmaceuticals:  Boston Pharmaceuticals is a clinical stage biopharmaceutical company that leverages an  experienced drug development team to advance a portfolio of high value candidates that  address important unmet medical needs. The Company partners with innovative biotechnology  and pharmaceutical companies to acquire drug development candidates. We adhere to a  rigorous decision-making process, follow the data, and advance only those programs that meet  our stringent development hurdles. We look to establish value creating partnerships with the  world’s leading biotechnology and pharmaceutical companies that help advance programs to  commercial stage. We are continuously seeking new opportunities to leverage our model to  create a path to value for our patients and partners. Boston Pharmaceuticals is a portfolio  company of Waypoint Capital, an investment firm based in Europe and focused on healthcare,  medical technologies, and asset management. For more information, please visit  www.bostonpharmaceuticals.com or follow us on Twitter @BosPharma and LinkedIn.  Forward-Looking Statements:  This press release contains forward-looking statements as that term is defined in Section 27A of  the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements  in this press release that are not purely historical are forward-looking statements. Such forward- looking statements include, among other things, whether data from patients enrolled to date will  be sufficient to inform the recommended phase 2 dose for the Company’s planned proof of  concept study of cinrebafusp alfa in gastric cancer; the expected timing and potential outcomes  of the reporting by the Company of key clinical data from its programs, references to novel  technologies and methods and our business and product development plans, including the  advancement of our proprietary and co-development programs into and through the clinic and  the expected timing for reporting data, making IND filings or achieving other milestones related  to our programs, including PRS-060/AZD1402, cinrebafusp alfa, PRS-344, and PRS-352 and  the expected timing of the initiation of the next stage of cinrebafusp alfa’s development in gastric  cancer. Actual results could differ from those projected in any forward-looking statements due to  numerous factors. Such factors include, among others, our ability to raise the additional funding  we will need to continue to pursue our business and product development plans; the inherent  uncertainties associated with developing new products or technologies and operating as a  development stage company; our ability to develop, complete clinical trials for, obtain approvals  for and commercialize any of our product candidates, including our ability to recruit and enroll  patients in our studies; competition in the industry in which we operate; delays or disruptions  due to COVID-19; and market conditions. These forward-looking statements are made as of the  date of this press release, and we assume no obligation to update the forward-looking  





 






[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit  have been omitted by means of marking such portions with asterisks as the identified  confidential portions (i) are not material and (ii) would be competitively harmful if publicly  disclosed.]    Execution Version  Page 94 of 94      GDSVF&H\6023374.4  statements, or to update the reasons why actual results could differ from those projected in the  forward-looking statements, except as required by law. Investors should consult all of the  information set forth herein and should also refer to the risk factor disclosure set forth in the  reports and other documents we file with the SEC available at www.sec.gov, including without  limitation the Company's Annual Report on Form 10-K for the fiscal year ended December 31,  2020 and the Company's Quarterly Reports on Form 10-Q.      Contacts:             Pieris Pharmaceuticals, Inc.    Maria Kelman    Executive Director, Investor Relations    +1 857 362 9635    kelman@pieris.com                 Boston Pharmaceuticals  Susan Sharpe or Emily Wong  MacDougall  +1 781 235 3060  bostonpharmaceuticals@macbiocom.com