On February 29, 2024, Context Therapeutics Inc. (the ?Company?) amended its collaboration and licensing agreement with Integral Molecular Inc. (?Integral?) (the ?Integral License Agreement?) for the development of a CLDN6 bispecific monoclonal antibody for cancer therapy (the "Licensed Rights"). In the course of the Company's further due diligence review of its CTIM-76 asset developed under the Integral License Agreement ("CTIM-76"), the Company determined that certain of the Licensed Rights may incorporate intellectual property rights currently held by a third party. Specifically, the Company is aware of issued patents in the United States and certain foreign jurisdictions expiring in January 2034 that potentially cover certain of the intellectual property included in CTIM-76.

While the Company believes it will have reasonable defenses against any potential claim of infringement, the Company may not be successful in such efforts, and it also may not be able to obtain a license to such patents on commercially reasonable terms, or at all. As a result of this determination, the parties amended the Integral License Agreement to reflect updated financial terms. As part of Amendment 2 to the Integral License Agreement ("Second Amendment"), Integral's right to receive certain future payments will be reduced as follows: aggregate development and regulatory milestone payments will be reduced from $55 million to $15 million, aggregate sales milestone payments will be reduced from $130 million to $12.5 million, and a tiered royalty of 8-12% that commenced at first commercial sale will be reduced to a flat royalty rate of 6% on net sales beginning no sooner than February 1, 2034. The Second Amendment also narrows the license grant from Integral to the Company to only cover CTIM-76, removes any further obligation of the Company to reimburse Integral for any independently obtained research funding Integral applied against CTIM-76 research, and includes mutual releases by the parties.

The reduced development and regulatory milestones now reflect a payment due at each of: first patient?s first screening visit in a Phase 1b/2 or Phase 2 clinical trial for CTIM-76, first patient?s first screening visit in a Phase 3 clinical trial for CTIM-76, United States marketing approval for CTIM-76, European Union marketing approval for CTIM-76, United Kingdom marketing approval for CTIM-76, and Japan marketing approval for CTIM-76. The amended commercial milestones now also reflect a payment due upon the achievement of annual net sales of $500 million and annual net sales of $1 billion.