On April 11, 2022, 9 Meters Biopharma, Inc. entered into an Exclusive License Agreement with EBRIS srl, a limited liability company organized under the laws of Italy, pursuant to which the company granted to EBRIS an exclusive license to study the Company's product incorporating larazotide as its sole active pharmaceutical ingredient for the treatment of multisystem inflammatory syndrome in children and, potentially, multisystem inflammatory syndrome in adults (MIS-A), and the Company will have an option to license from EBRIS any new intellectual property resulting from such development. Pursuant to the License Agreement, the Company issued to EBRIS $500,000 of shares of common stock (consisting of 871,962 shares of unregistered common stock priced at the Company's 20-day volume weighted-price as of the date of closing), plus the Company will pay EBRIS $500,000 in cash in connection with final database lock of a Phase II clinical trial to study the Product for the treatment of MIS-C. The Company may exercise the Option for an upfront fee of $1 million, plus certain contingent payments, including development milestone payments totaling up to $56 million, sales-related milestone payments (based on Product sales pursuant to prescriptions for use in treating MIS-C and, if applicable, MIS-A) totaling up to $65 million, and, subject to certain adjustments, a low-single digit royalty on net sales of Products in the United States sold pursuant to prescriptions for use in treating MIS-C and, if applicable, MIS-A (each such payment to be payable, at the option of the Company, in cash or a combination of cash and unregistered shares of the Company's common stock). The Company has the right to exercise the Option until three months following the later of (i) the end of the Development Term (as defined in the License Agreement) and (ii) the delivery by EBRIS to the Company of the material Know-How (as defined in the License Agreement) and final study reports (the “Option Expiration Date”).

Unless earlier terminated, the term of the License Agreement will continue (i) if the Company does not exercise the Option, until the Option Expiration Date or (ii) if the Company exercises the Option, on a product-by-product and country-by-country basis, until the expiration of the Company's royalty obligations for each product in a particular country. Following the Option Expiration Date, the License Agreement may be terminated by the Company for convenience upon two months' prior written notice to EBRIS. The License Agreement may be terminated by either party upon (i) a material breach by the other party (subject to prior written notice and a cure period), (ii) certain insolvency events, including bankruptcy proceedings, or (iii) written notice that, as reasonably determined in good faith by the terminating party, termination is necessary to protect the health or safety of trial participants.

Additionally, the License Agreement will automatically terminate if the certain license agreement, dated February 26, 2016, between Alba Therapeutics Corporation and the Company terminates. The License Agreement includes standard and customary provisions regarding, among other things, compliance with laws and regulations, confidentiality, intellectual property, representations and warranties, liability, indemnification, and insurance. The License Agreement contains representations and warranties that the parties made to, and are solely for the benefit of, each other.

Investors and security holders should not rely on the representation and warranties as characterizations of the actual state of facts since they were made only as of the date of the License Agreement. Moreover, information concerning the subject matter of such representation and warranties may change after the date of the License Agreement, which subsequent information may or may not be fully reflected in public disclosures.