On February 28, 2022 (the “Effective Date”), Dario Health Corp. (the “Company”) entered into an exclusive preferred partner, co-promotion, development collaboration and license agreement (the “Agreement”) with Sanofi US Services, Inc. (“Sanofi”) for a term of five (5) years. Pursuant to the Agreement, the Company and Sanofi will collaborate as preferred partners to co-promote certain products and services of the Company, including devices and accessories, and to develop new products and services based on insights derived from Company data relating to the use of those devices and services.

In addition, the Company granted Sanofi a license to access and use certain Company data to derive insights from and improve the Company’s products or services, and Sanofi granted the Company a license under certain intellectual property of Sanofi for purpose of creating and promoting certain products and services in the United States.

Pursuant to the Agreement, in consideration of the preferred co-promotion and development rights granted by the Company, Sanofi agreed to pay the Company an aggregate amount of up to $30 million over the initial term of the Agreement, consisting of (i) an upfront payment, (ii) annual compensation for development costs per annual development plans to be agreed upon annually and (iii) certain contingent milestone payments upon meeting certain net sales and enrollment rate milestones at any time during the term of the Agreement. The Agreement also provides for the Company to make certain revenue sharing payments to Sanofi in a percentile beginning in the low double digits to low twentieth percentile of specified revenues upon qualifying sales through Sanofi introductions achieving a minimum revenue amount, and provided that the qualifying sales through Sanofi introductions remain above a specified percentage of total sales after year 3 of the collaboration. Revenue sharing in the thirtieth percentile will apply with respect to new solutions or services developed under the collaboration.

The Agreement has a term of five (5) years and may be renewed for a subsequent five (5) year term upon the mutual agreement of the parties. The Agreement may be terminated (i) by either party for a material breach, force majeure or insolvency; (ii) by the Company if net sales requirements are not reached; (iii) by either party for convenience, upon sixty days’ prior notice, beginning in the third year of the Agreement; or (iv) by Sanofi if the Company fails to complete a development plan within nine (9) months of the Effective Date, or upon a change of control of the Company.