Joint Steering Committee

Establishment . Immediately following the execution of this Agreement, the Parties shall establish a joint steering committee (“ Joint Steering Committee ” or “ JSC ”) to direct the further Development and Commercialization activities, including all budgetary activities in relation to the Product. The JSC will oversee the performance of the Parties’ activities under this Agreement and provide a forum for sharing advice, progress, and results relating to such activities.

Composition . The JSC will be comprised of four (4) persons representing Cipla and four (4) persons representing the Company. The initial members of the JSC shall be comprised of the individuals listed on Exhibit III.

Meetings . The JSC will meet, in person, by teleconference, or by video-conference, on a quarterly basis, or more or less often as unanimously agreed by all eight JSC members, provided that the JSC meets in-person at least once per Calendar Year. Either Party may call a JSC meeting when reasonably necessary upon no less than five (5) Business Days’ Notice to all JSC members. In-person meetings will be held at the Parties’ principal places of business on an alternating basis, beginning with the Company’s principal place of business, or at such other locations as unanimously agreed upon by the JSC. The first in-person meeting will be not later than thirty (30) days after the Effective Date or such other later date as mutually agreed by the Parties. Upon both Parties’ prior joint consent, guests who are subject to written confidentiality obligations commensurate in scope to the provisions in Article 11 may attend JSC meetings as observers, without any voting rights. Each Party may replace its JSC members with other of its employees from time to time upon written Notice to the other Party, provided that such Notice is given at least five (5) Business Days prior to the next JSC meeting. For the sake of clarity, Parties agree to ensure that the JSC members for Development phase and Commercialization phase shall have relevant expertise in the respective areas to effectively and qualitatively perform their obligations under the Agreement.

Chairperson; Secretary; Agenda; Minutes .

A chairperson of the JSC shall be appointed each six (6) months, with the Company appointing the initial chairperson. The Parties shall rotate the chairperson for the JSC alternatively amongst the Parties every six (6) months commencing from the Effective Date, unless that JSC unanimously determines that it would be advisable for the then sitting chairperson to continue his or her term as chairperson. The chairperson shall be responsible for (i) calling meetings, (ii) appointing a secretary to prepare and issue minutes of each such meeting within fifteen (15) days thereafter, and (iii) preparing and circulating an agenda for the upcoming meeting along with the Notice of the Meeting; provided that the chairperson shall include any additional agenda items proposed by either Party no less than three (3) days prior to the next scheduled JSC meeting. The chairperson shall not have any duties other than those specifically enumerated herein. In addition, the chairperson shall have no special authority, powers or voting rights beyond those held by other JSC members.

The Secretary will be responsible for preparing and circulating minutes within fifteen (15) days after each meeting of the JSC setting forth, among other things, a description, in reasonable detail, of the discussions at the meeting and a list of any actions, decisions, or determinations approved by the JSC. The minutes of each JSC meeting will be finalized no later than thirty (30) days after the date of the meeting to which the minutes pertain.

Duties . In addition to other duties assigned to the JSC elsewhere in this Agreement, the JSC will:

Review and approve budget for Development and the Development Costs required to be reimbursed to the Company pursuant to Section  3.4, not later than thirty (30) days after its receipt thereof.

Review and approve the Development Plan developed by the Company submitted to the JSC pursuant to Section  3.1 not later than thirty (30) days after its receipt thereof.

Review and approve the Commercialization Plan developed by Cipla for each jurisdiction in which the Product has Regulatory Approval for a Pulmonary Indication not later than thirty (30) days after its receipt thereof.

Work collaboratively to make adjustments to the Development Plan, budget and/or Development Costs and costs incurred by Cipla for Development of the Product, as well as to the Commercialization Plan as required on an annual basis and six (6) months in advance of each Calendar Year. JSC approved increase or decrease in the Development Costs and/or Commercialization Costs shall also be equally borne by the Parties on actuals.

Review the overall progress of the Parties’ collaborative efforts under this Agreement and monitor progress under, and compliance with, each Development Plan and the Commercialization Plan.

Such other responsibilities as may be assigned to the JSC pursuant to this Agreement or as may be mutually agreed upon by the Parties from time to time, provided, however that the JSC shall not have the power to amend or modify this Agreement.

Decision-Making; Limitations . Except as expressly stated otherwise herein, decisions of the JSC will be made by unanimous vote or written consent, with each Party having one collective vote in all decisions. The presence, whether in-person or via teleconference or videoconference, of at least one (1) JSC member representing each Party will constitute a quorum for decisions to be made at a given meeting. The JSC will have only such powers as are specifically delegated to it in this Agreement, and such powers will be subject to the terms and conditions set forth herein. Amendments or changes to this Agreement will be valid and binding only upon mutual written agreement of the Parties in accordance with Section  14.17 and the JSC will have no authority to amend, change, or modify the terms and conditions of this Agreement. The JSC will use Commercially Reasonable Efforts to resolve the matters within its roles and functions or otherwise referred to it.

Deadlock . In case of a deadlock, the Parties will refer the dispute to Company’s Chief Executive Officer and Cipla’s Specialty Head (“ Senior Executives ”), for attempted resolution in good faith within thirty (30) days following Notice of the dispute. If a dispute cannot be resolved by the Senior Executives, the JSC will defer to either an agreed-upon binding arbitration process or panel of expert review for final decision.

Discontinuation . The JSC will disband upon the termination of this Agreement, unless otherwise stipulated in another agreement as of this Agreement’s termination date.

Alliance Managers. Promptly after the Effective Date, each Party will appoint an individual to act as the alliance manager for such Party (each, an “ Alliance Manager ”) (who may be a member of the JSC). Each Alliance Manager will thereafter be permitted to attend meetings of the JSC as a nonvoting observer (if not a member), subject to the confidentiality provisions of Article 11 . The Alliance Managers will be the primary point of contact for the Parties regarding the activities contemplated by this Agreement and will facilitate communication regarding all activities hereunder. The Alliance Managers will lead the communications between the Parties and will be responsible for following-up on decisions made by the JSC. The name and contact information for each Party’s Alliance Manager, as well as any replacement(s) chosen by the Parties in their sole discretion, from time to time, will be promptly provided to the other Party in accordance with Section  14.1 .

Development Plan. All Development with respect to the Product for a Pulmonary Indication will be conducted pursuant to a Development Plan prepared by the Company and approved by the JSC in relation to the Product’s clinical Development and Regulatory Approval. Such Development Plans shall be prepared separately for each country in the Territory and will generally set forth, with reasonable specificity and detail, the anticipated budget, Development Costs as well as the development and operational plan, including without limitation, research objectives, priorities, milestones, and personnel requirements, for the Product’s Development and Regulatory Approval in relation to the applicable Pulmonary Indication and corresponding country in the Territory. The Company shall submit its Development Plan, which shall include a report of the Development Costs incurred prior to the Effective Date, to the JSC within five (5) days from the Effective Date, and the JSC shall review and approve such Development Plan within five (5) days after receipt thereof. Development Plans established under this Agreement (including the initial Development Plan) may be amended or modified from time to time by the Company in writing, subject to the review and approval of the JSC. Following JSC review and approval of the Development Plan, the JSC shall review the implementation and execution of the

Development Activities. The Company shall be primarily responsible for implementing the Development of the Product in accordance with the Development Plan, budget and Development Costs. The Parties acknowledge that the Development Plan and the Development Costs in Exhibit I have been previously provided to Cipla by the Company and mutually agreed by the Parties. The Company shall conduct and shall be primarily responsible for implementing all activities related to the Product’s Development for all Pulmonary Indications in accordance with the Development Plan, budget, Development Costs and the terms of this Agreement. Subject to the right of the JSC to review and approve the Company’s Development Plan, the Company will have discretion over the Product’s Development and all activities, arrangements, and other matters related to such Development, provided, that the Company must adhere to the Development Plan approved by the JSC and conduct all Development activities in compliance with GCP and GLP. Any material deviation from the Development Plan shall be subject to scrutiny and requires approval of the JSC. Any increase or material deviation from the mutually agreed Development Plan and/or budget and/or Development Costs shall be subject to pre-approval by JSC.

Current Development Status . Prior to the Effective Date, the Company received Notice from the FDA that it completed its review of the Company’s IND application and that the Company could, accordingly, initiate the contemplated Phase 2 Clinical Trial entitled, “A Randomized, Double-Blind, Multicenter, Placebo-Controlled, Phase 2 Study to Evaluate the Safety, Tolerability, and Pharmacokinetics of Itraconazole Administered as a Dry Powder for Inhalation (PUR1900) in Adult Asthmatic Patients With Allergic Bronchopulmonary Aspergillosis” (the “ Phase 2 ABPA Study ”).

Continued Development . The Company shall conduct the Development activities for which it is responsible in accordance with the applicable Development Plan. The Company acknowledges that its technical and scientific personnel dedicated to the Development program are critical to the continuity of the Development of the Product. Accordingly, the Company shall ensure availability of such technical and scientific capability and personnel throughout the Development program, who are well versed with and able to perform Development activities in compliance with GCP, GLP and GMP requirements.

The Company shall use Commercially Reasonable Efforts to complete the Phase 2 ABPA Study, as well as any additional Phase 2/2b, and/or Phase 3 Clinical Studies that may be required for Regulatory Approval in accordance with the Development Plan.

The Company shall provide to the JSC and Cipla reasonable progress and spending updates on the status of Development activities under the Development Plan on a quarterly basis, including summaries of data, actual and anticipated areas of spending and expenses, the likely timeline for completion of such activities and advancement of the Product to the next phase of Development, and such other information as Cipla may reasonably request.

The Company will be responsible for submission of INDs, annual reports, and other Regulatory Filings to the extent required to conduct the Development activities, including any Clinical Studies in connection with the Product’s Development for Pulmonary Indications, as described further in Section  4.1(a) .

The Company has obtained, or will, obtain all applicable Regulatory Approvals required to carry out the Development Plan, including any Clinical Studies contemplated thereby.

Subcontracts. The Company may perform any of its Development activities under this Agreement by delegating to an Affiliate or through one or more Third-Party subcontractors or consultants with the prior approval of the JSC, provided that with respect to each arrangement entered into on or after the Effective Date: (i) The Company remains responsible for the work allocated to such Affiliates, subcontractors, and/or consultants to the same extent as if it had done such work itself; and (ii) the Affiliate or subcontractor (as the case may be) undertakes, in writing, the obligations of confidentiality and non-use regarding the Confidential Information that are substantially the same as those undertaken by the Parties pursuant to Article 11 . Without limiting the foregoing, each Company-permitted subcontractor will be subject to the applicable terms and conditions of this Agreement, and no agreement with any such subcontractor will release the Company from any of its activities under this Agreement. The Parties agree that PPD Development, L.P. is an approved subcontractor for the Phase 2 ABPA Study in the United States, United Kingdom, Poland, India and Australia and does not require any approval from the JSC, provided however that the details of the Development Plan, including the study budget or Development Costs, with respect to conduct of Clinical Studies by PPD Development, L.P. shall be reviewed and pre-approved by JSC.

Development Costs. The Company has, prior to the Effective Date, represented to Cipla that it has Fifteen Million United States Dollars ($15,000,000.00) unencumbered cash available in its bank account dedicated for the Development of the Product in accordance with this Agreement and shall not be subject to any earlier debt repayment condition. The Company represents that it shall not create or permit its funding agencies or investors to create in respect of the Development, Commercialization, Products, or Assigned Assets, any lien, or charge, or encumbrance, or mortgage, existing or future, on the said dedicated bank account. Within thirty (30) days after the Effective Date, the

Co-Development Contributions.

Cost Sharing . After the Initial Developing Funding is depleted (the “ Co-Development Phase ”), the Company and Cipla will each be responsible for 50% of Development Costs actually incurred. Expenses incurred by either Party To ensure continuity of the Development program, the Company shall designate two of its bank accounts, one to be used exclusively for Cipla’s Development contributions and the other to be used exclusively for the Company’s Development contributions. These accounts must be separately maintained with no commingling of the contributed funds.

Funding of Accounts . The Parties shall set aside and contribute equally the funds needed for Development under this Agreement. The contributions of the Parties shall be dedicated solely for Development under this Agreement and all funds drawn down in accordance with the Development Costs set forth in the Development Plan. All payments and expenses for the Development shall be undertaken and monitored only through the specific bank accounts for Development, in compliance with the Development Costs and Development Plan pre-approved by the JSC. No payment of dividend or any other expenses for the Development under this Agreement shall be permitted from the funds in these dedicated bank accounts. Each Party will fund the respective account established pursuant to Section  3.5(c) on a quarterly basis. Ten (10) days prior to the first day of each calendar quarter, the Company shall deliver a notice to Cipla indicating the Development Costs to be incurred by the Company during such quarter in accordance with the Development Plan approved by the JSC. Within fifteen (15) days of after delivery of such notice, each Party shall fund its respective account established pursuant to Section  3.5(c) with an amount equal to one-half of such Development Costs set forth in the notice.

Insufficient Funds . To the extent that the funds in each account maintained pursuant to Section  3.5(a) are, at any time, insufficient for any current Development Costs, the Company may, at its option, pay for such Development Costs from its other funds and, in such instance, Cipla will promptly reimburse the Company for its share of such expenditure by the Company (provided, for clarity,

Cipla’s Lien; Rights of First Creditor . After the initial Development Fund is completely depleted, Cipla shall contribute its share of Development Costs to a separate dedicated bank account as stated in Section 3.5(a). In connection with the said account designated for Cipla’s contributions to the Product’s Development during the Co-Development Phase, Cipla will have a lien and the rights of first creditor in case of default by the Company, and the Company shall use Commercially Reasonable Efforts to ensure that Cipla’s lien and right as first creditor is protected at all times. Cipla’s lien and right of first creditor over funds is expressly limited to the bank account dedicated for its funds and will, in no event, extend to or include the dedicated bank account opened by the Company for the any other funds of the Company. Promptly following the last business day of each calendar month, the Company shall provide Cipla with written documentation demonstrating that the Development Costs have been funded equally from both accounts and that both the funds withdrawn from each dedicated bank account were used solely for the applicable Development activities.

Circumstances Affecting Continuity of Development. If (i) the applicable Regulatory Authority deems the data from one or more applicable Clinical Studies do not meet anticipated safety or efficacy endpoints and/or there is failure in Clinical Studies; (ii) a Regulatory Authority suggests additional Clinical Studies that will have a significant financial impact on the total Development Costs; (iii) there is change in market scenario or change in global research and development scenario or an unforeseen competitive event or change in Applicable Law, which causes commercial or technical unviability and has a material adverse impact on the Development activities contemplated under the Development Plan, as amended from time to time; or (iv) any change in Applicable Law results in a materially adverse market environment for the Commercialization of the Product which is not likely to abate within a period of twelve (12) calendar months:

The JSC will evaluate the cause and effect of each scenario in (i), (ii), (iii) and (iv) above and make a recommendation as to the most optimal option available to the Parties, which may include, without limitation, repeating Clinical Studies, abandoning the Development program, or discussing new ways to monetize the Assigned Assets. Either Party may, without any binding obligation, elect to follow, or decide against, the recommendation of the JSC. In any event, either Party may elect to terminate (a “ Terminating Party ”) its obligation to fund additional costs and expenses for the Development and/or Commercialization of the Product.

If the non-Terminating Party wishes to continue the Development of the Product, it will have the right to purchase the rights of the Terminating Party in the Product at Fair Market Value as may be determined by a qualified independent Third Party expert acceptable to both Parties or based on external bid received on the Product by a Third Party and continue with the Development program either by itself or by partnering with any third party.

If both Parties decide to follow the recommendation of the JSC and, thereby, abandon the Development program, the Parties shall make Commercially Reasonable Efforts to monetize the Product and the Development program in connection with the Pulmonary Indications. The Parties will equally share the proceeds. The events described above will not be considered an event of default or breach under this Agreement.

Regulatory Filings.

Company Responsibility . With respect to the Product in relation to the Pulmonary Indications, the Company is responsible for all Regulatory Filings in the Territory. For the avoidance of doubt, the Company’s responsibility for Regulatory Filings, with respect to each country in which the Parties intend to market the Product for Pulmonary Indications, is limited to Regulatory Filings required between the commencement of Development activities and the date on which the Product is approved by the applicable Regulatory Authority by way of grant of Regulatory Approvals. Some of the specific Regulatory Filings for which the Company is responsible include: INDs (which, as used here includes applicable foreign equivalents), annual reports in connection with INDs, NDAs (which, as used here includes applicable foreign equivalents), and any other Regulatory Filings required under Applicable Law between the date on which the IND became effective and the date on which the NDA was approved by the applicable Regulatory Authority. To the extent that the Company is not required by Applicable Law to submit an IND or NDA (or applicable foreign equivalents) under Company’s name, or on Company’s behalf, Company will submit all Regulatory Filings in the name, or on Cipla’s behalf. Cipla shall cooperate with the Company and facilitate the Company’s efforts to the extent reasonably requested by the Company. Parties acknowledge and agree that, to the extent permitted by Applicable Law, the ownership of all Regulatory Approvals for the Product with respect to Pulmonary Indications in each country in the Territory shall be transferred to Cipla within thirty (30) days of grant of Regulatory Approval. Company shall, as required by Applicable Law, file necessary documents and applications for variation of title of the Regulatory Approvals in the name of Cipla in each country in the Territory.

Cipla Responsibility . With respect to the Product in relation to the Pulmonary Indications, Cipla is responsible for all Regulatory Filings that relate to Commercialization activities, subject to sharing of expenses equally by the Parties. For the avoidance of doubt, Cipla’s responsibility for Regulatory Filings, with respect to each country in which the Parties intend to market the Product for Pulmonary Indications, begins immediately after the Product is approved by the applicable Regulatory Authority. Some of the specific Regulatory Filings for which Cipla is responsible include:

Advertising and Promotional Materials . Subject to the right of the JSC to review and approve Cipla’s Commercialization Plan, Cipla will have discretion over the Product’s Commercialization activities relating to developing, filing, and making decisions about all Promotional Materials and associated Regulatory Filings for the Product, after it is approved for marketing by the applicable Regulatory Authority in each applicable country provided, that the Company must adhere to the Commercialization Plan approved by the JSC. Specifically, Cipla must submit a Form 2253 (or such other form as required by FDA) to the FDA for all Promotional Materials that it seeks to disseminate in the U.S. (typically at least thirty (30) days before dissemination or such other time period permitted by Applicable Law). Additionally, in connection with each such Regulatory Filing, Cipla shall provide the Company with complete copies of all correspondence with the FDA regarding the applicable Promotional Materials not later than ten (10) Business Days after receipt, for the sole purpose of obtaining regulatory status of advertising and Promotional Materials, subject to the Company complying with confidentiality obligations under Section 11 of the Agreement. To the extent that the Product is approved for Pulmonary Indications in other countries (i.e., other than the U.S.), Cipla will be responsible for any Regulatory Filings that other Regulatory Authorities may impose in relation to marketing, Promotions, and advertising;

Adverse Drug Experiences . Once the Product is approved by the applicable Regulatory Authority, Cipla will have the responsibility for investigating, recording, and reporting to each such Regulatory Authority all Adverse Drug Experiences in relation to the Product in accordance with Applicable Law; and

Regulatory Requests . In addition to the Regulatory Filings referenced in (i) and (ii) above, Cipla will also be responsible for any Regulatory Filings that may be required to comply with Applicable Law or requested by the applicable Regulatory Authority in relation to Promotional Materials and Adverse Drug Experiences after the Product is approved for a Pulmonary Indication in the applicable country in the Territory.

Ownership . With respect to the Product in relation to the Pulmonary Indications, all Regulatory Filings, Regulatory Materials and Regulatory Approvals, advertising and Promotional Materials, including IND and NDA shall be Assigned Assets, shall be fully and exclusively owned by Cipla. All Regulatory Filings made by the Company shall reflect Cipla’s

Notice of Threatened Action . If any Governmental Authority threatens or initiates any action in relation to the Product that: (i) raises a concern regarding the safety or efficacy of Product; (ii) is reasonably likely to lead to a recall, market withdrawal, or market notification of, or about, the Product; or (iii) relates to an Adverse Drug Experience in connection with use of the Product or any other occurrence that may have a material adverse effect on the Development and/or Commercialization of the Product, the Party with knowledge that such Governmental Authority has threatened or initiated the applicable action in relation to the Product shall notify the other Party in writing immediately, but in no event later than five (5) Business Days following such Party’s receipt of Notice of the Governmental Authority’s threat or initiation of action.

Clinical Trial Holds . Each Party will promptly (but in any event within five (5) Business Days) inform the other Party in the event that any Clinical Study for the Product in connection with the Pulmonary Indications is suspended, put on hold, or terminated in its prior to completion as a result of any action by a Regulatory Authority or such Party voluntarily.

Recalls; Market Withdrawal. If a Regulatory Authority threatens or initiates any issues or requests a recall, stop sale, field correction, or market withdrawal or takes similar action (collectively, “ Recalls ”) in connection with the Product in the country over which such Regulatory Authority has jurisdiction over the Product, the Party receiving notice thereof shall notify the other Party of such communication immediately, but in no event later than five (5) business days, after receipt of such information. Each of Cipla and the Company will have the right to propose that a Product Recall should be initiated; the JSC shall promptly meet and discuss in good faith the reasons for any such proposed Recall and determine whether such Recall should be initiated.

Regulatory Delays Outside a Party’s Control. In addition to the provisions under Section  14.18 , neither Party will be responsible for its respective failure to comply with a given deadline or requirement in connection with the Party’s Development or Commercialization obligations under this Agreement to the extent such failure is caused by factors beyond its reasonable control (e.g., regulatory delays, changes in regulatory timelines by Regulatory Authorities or arising from change in regulations, other similar unforeseeable circumstances) and occurs despite the Party’s Commercially Reasonable Efforts to accomplish the applicable objective in a timely manner.

Commercialization Plan. Cipla will be responsible for preparing and presenting to the JSC a Commercialization Plan twelve (12) months prior to the anticipated Regulatory Approval of the Product for marketing in the U.S. or in any other country in the Territory in connection with the Pulmonary Indication. Following JSC review and approval of such Commercialization Plan, the JSC shall review the implementation and execution of the Commercialization Plan on at least a quarterly basis; provided, that if any unexpected circumstance occurs that would result in a variation from the Commercialization budget set forth in such Commercialization Plan of fifteen percentage (15%) or greater, then the JSC shall promptly convene a special meeting to review the causes for such variation and establish a plan for remediation. For clarity, in no event, will either Party be required to incur Commercialization Costs in excess of one hundred and fifteen percentage (115%) of the amount set forth in the budget and/or Commercialization Costs contained in the Commercialization Plan unless such costs are pre-approved by JSC. By the June 30 ^th following the date of the initial Commercialization Plan and each June 30 ^th thereafter, Cipla, will prepare and present to the JSC an updated Commercialization Plan for the immediately following Calendar Year (e.g., Cipla will prepare and present to the JSC the Calendar Year 2021 Commercialization Plan by September 3, 2020). In the event that the Product receives Regulatory Approval for a Pulmonary Indication in any country other than the U.S., the JSC shall make a determination if the Product will be Commercialized in such jurisdiction within thirty (30) days of such Regulatory Approval and, if the JSC so determines to Commercialize the Product in such jurisdiction, then Cipla shall prepare and present Commercialization Plans (including annually updated Commercialization Plans) for such jurisdiction following the same procedure set forth above for the U.S.

Commercialization Activities. Cipla shall use its Commercially Reasonable Efforts to implement the Commercialization Plan. During the Term, Cipla will, in general, be primarily responsible for implementing Commercialization of the Product in connection with the Pulmonary Indications in accordance with the Commercialization Plans approved by the JSC and in compliance with GMP requirements for manufacturing and Commercialization of the Product Subject to the right of the JSC to review and approve Cipla’s Commercialization Plan, Cipla will have discretion over the Product’s Commercialization and all activities, arrangements, and other matters related to such Commercialization, provided, that Cipla must adhere to the Commercialization Plan approved by the JSC. Any material deviation from the mutually agreed Commercialization Plan and/or increase in Commercialization Costs requires approval by JSC. For the sake of clarity, notwithstanding anything contained in Section 5.1, Parties agree and acknowledge that Cipla shall have no binding obligation to Commercialize the Product in any specific country in the Territory and, in such instance Cipla does not Commercialize in any specific country, Cipla shall make Commercially Reasonable Efforts to out-license the Commercialization rights for the Product to any Third Party in any such country, subject to JSC approval.

Affiliates and Subcontractors. Cipla may perform any of its Commercialization activities under this Agreement by delegating to an Affiliate or through one or more Third-Party subcontractors or consultants or licensees or sub-licensees (“Subcontractors”). Any subcontracting of Commercialization through such Subcontractors shall be subject to the prior approval of the JSC. Each of such Commercialization arrangement of the Product by Cipla’s Affiliate or the Subcontractor entered into on or after the date of Regulatory Approval in the corresponding country in the Territory shall be subject to the condition that: (i) Cipla remains responsible for the work allocated to such Affiliates and/or Subcontractors (as the case may be) to the same extent as if it had done such work itself; and (ii) the Affiliate or Subcontractor (as the case may be) undertakes, in writing, the obligations of confidentiality and non-use regarding the Confidential Information that are substantially the same as those undertaken by the Parties pursuant to Article 11 . Without limiting the foregoing, each Cipla-permitted Subcontractor will be subject to the applicable terms and conditions of this Agreement, and no agreement with any such Subcontractor will release Cipla from any of its activities under this Agreement.

Commercialization Cost Sharing.

The Company and Cipla will each be responsible for 50% of Commercialization Costs set forth in the Commercialization Plans approved by the JSC and actually incurred by Cipla. Such Commercialization Costs shall include, without limitation, pre-Commercialization activities undertaken before and after Regulatory Approval of the Product that relate to marketing, promoting, distributing and selling the Product in each of the countries in the Territory. For the sale of clarity, Commercialization Costs shall also cover expenses towards Phase IV studies that may be required by applicable Regulatory Authority in the Territory.

In furtherance of the foregoing, Cipla shall establish a segregated bank account which shall be used to fund such Commercialization Costs. Each Party will fund such account on a quarterly basis as follows: ten (10) days prior to the first day of each Calendar Quarter, Cipla shall deliver a notice to the Company indicating estimated negative Free Cash Flow for such Calendar Quarter in accordance with the Commercialization Plan approved by the JSC. Within fifteen (15) days after delivery of such notice, each Party shall fund such account established pursuant to this Section  5.4(b) with an amount equal to one-half of such estimated negative Free Cash Flow. To extent that actual negative Free Cash Flow for such Calendar Quarter materially varies from the estimate set forth in such notice, any positive or negative variance will be accounted for in the amount each Party is required to fund for the next Calendar Quarter.

All funds that the Company contributes to the segregated account shall be held in trust by Cipla for the Company for the purposes set forth in this Agreement and shall remain the property of the Company until expended in accordance with the Commercialization Plan.

Insufficient Funds . To the extent that the funds in the account maintained pursuant to Section  5.4(a) are, at any time, insufficient for any current Commercialization Costs, Cipla may, at its option, pay for such Commercialization Costs from its other funds and, in such instance, Company will, not later than five (5) days reimburse Cipla for its share of such expenditure by Cipla (provided, for clarity, that such Commercialization Costs are set forth in the Commercialization Plan approved by the JSC). Any amounts for which the Company is required to reimburse Cipla shall be a secured claim against the Company. If the Company fails to reimburse Cipla its share of such Commercialization Costs within the aforesaid period, then Cipla shall, at its option, either suspend and withhold any payment of Free Cash-Flow until the time the Company fully reimburses such amount or set off such expenditure against any positive Free Cash-Flow payable to the Company.

Within thirty (30) days following the last business day of each calendar month, Cipla shall provide the Company with written documentation of the Commercialization Costs incurred during such calendar month.

The JSC may agree on any reasonable alternate funding procedures for Commercialization Costs if the Parties determine alternate procedures to be desirable.

Assignment to Cipla. Subject to the terms and conditions of this Agreement, including the Grant-Back License and simultaneously upon the Company’s receipt of the full amount of the Upfront Payment, Company hereby irrevocably assigns to Cipla the following assets, solely to the extent that each covers the Product in connection with any Pulmonary Indications: all existing and future technologies, current and future drug master files, dossiers, third-party contracts, Regulatory Filings, Regulatory Materials and Regulatory Approvals, Patents, and Intellectual Property Rights, as well as any other associated rights and assets directly related to the Product, specifically in relation to Pulmonary Indications (collectively, the “ Assigned Assets ”), provided that the Company’s iSPERSE ^® technology, along with any rights associated therewith, including Intellectual Property Rights and any other rights and assets related to the foregoing, is excluded from the Assigned Assets. For the avoidance of doubt, this Assignment does not extend to (i) any current or future right affiliated with the Product with respect to Non- Pulmonary Indications, (ii) any rights associated with the Company’s iSPERSE ^® technology solely directed to the Product for Pulmonary

Grant-Back License to Company. To the extent any of the Assigned Assets are related to or cover Non-Pulmonary Indications, Cipla hereby grants Company an exclusive, perpetual, irrevocable, royalty-free, and transferrable license (the “ Grant-Back License ”) with the right to sublicense to any Third Party, all Intellectual Property Rights related to the Product that are directed to Non-Pulmonary Indications, to make, use, develop, and commercialize formulations and final products, either individually or in combination with any other active or inactive component. Notwithstanding the foregoing, such license maybe terminated by Cipla to the extent that Company materially breached this Section 6.2 or the exclusivity and non-compete obligations in Section 14.19 or claims ownership of any of the Assigned Assets in contravention of this Agreement.

Cipla Rights to Excluded Assets; Sublicenses. Subject to the terms and conditions of this Agreement, to enable Cipla to exercise its rights and perform its obligations under this Agreement, the Company hereby grants to Cipla a non-exclusive, perpetual, irrevocable, royalty-free, transferrable and sub-licensable license of the Intellectual Property Rights to the Excluded Assets solely for use with respect to the Product for the Pulmonary Indications; provided, however, with respect to any Patent that covers the Product for Pulmonary Indications that is an Excluded Asset as a result of a terminal disclaimer, such license shall be exclusive with respect to the Product in Pulmonary Indications. Cipla may authorize and grant direct sublicenses (without further right to sublicense) under the limited right granted to Cipla to the Excluded Assets under this Section  6.3 , provided that , (a) Cipla shall require each sublicensee to comply with the terms and conditions of this Agreement that are applicable to such sublicensee, (b) Cipla shall provide, and shall cause any sublicensee with respect to its further sublicensing to provide, a copy of any and all executed sublicense agreements within

Cipla Right of First Refusal with Respect to Non-Pulmonary Indications . Cipla will have a right of first refusal (“ ROFR ”) with respect to any license, sale, assignment, transfer or other disposition or co-Development arrangement with a Third Party for Non-Pulmonary Indications of the Product (an “ NPI Transaction ”). Accordingly, before entering into an NPI Transaction with any Third Party, Pulmatrix shall notify Cipla in writing that it may pursue such a potential NPI Transaction with a Third Party, which notice shall include the proposed terms of the NPI Transaction with such Third Party. Cipla shall have thirty (30) days from the receipt of such notice to provide Pulmatrix written notice that it desires to enter into such NPI Transaction with the Company. If Cipla does not provide written notice that it is exercising the ROFR within such thirty (30) day period, then the Company shall have no further obligation with respect to the ROFR and shall be free to enter into the NPI Transaction with such Third Party on the terms set forth in the notice. If Cipla properly exercises, by delivering a binding written offer to enter into the NPI Transaction, , then the Parties shall consummate such NPI Transaction on the terms set forth in the written notice within sixty (60) days after the Company’s delivery of such notice. If the Company and Cipla do not enter the NPI Transaction with the Company on such terms within such sixty (60) day period, the Company may enter such NPI transaction with such Third Party. The ROFR shall reset if the Company does not enter into an NPI Transaction with the Third Party within ninety (90) days of Cipla’s declination to exercise the ROFR or Cipla’s failure to enter into the NPI Transaction after exercising the ROFR. .

Company Right of First Offer . In the event that Cipla proposes to sell, transfer or in any manner alienate the Product or the Assigned Assets or the Intellectual Property Rights in respect of the Product or Assigned Assets (a “ Cipla Disposition ”), Cipla shall advise the Company in writing of its intent and the Company shall for a period of sixty (60) days following written notice (the “ Company Notice Period ”), have the right to confirm its decision to purchase the Product or Assigned Assets or the Intellectual Property Rights. The sale price shall be the Fair Market Value of Cipla’s interest in the Product, Assigned Assets or Intellectual Property Rights being alienated, as may be determined by an independent Third Party expert or external bid received on the Product, Assigned Assets or Intellectual Property Rights by a Third Party; provided however, that if the Company does not exercise its right of first offer set forth in this Section 6.5, the Company shall ensure that, to the extent Cipla possesses a license to such Intellectual Property Rights, any such sale or alienation of the Product by Cipla must not adversely impact Cipla’s ability to license such Intellectual Property Rights to any Third Party solely to the extent necessary to utilize the Product for the Pulmonary Indications. All rights and obligations of the respective Parties under this Agreement

Cipla Right of First Offer . Company shall advise Cipla in writing in the event it proposes to sell or in any manner alienate its rights in the Product (including its right to receive 50% of Free Cash-Flow) (a “ Company Disposition ”) and Cipla shall, for a period of sixty (60) days following written notice (“ Cipla Notice Period ”), have the right to elect to purchase such rights. The sale price shall be the fair market value of the Company’s rights in the Product being sold or alienated, as may be determined by an independent third party expert or, if available, based on the external bid received on the Product by a third party; provided, however, that if Cipla does not timely exercise its right of first offer under this Section 6.6, the Company may proceed with the sale or alienation. The Company shall ensure that any such sale or alienation must not adversely impact Cipla’s license to Intellectual Property Rights hereunder or Cipla’s ability to sublicense such Intellectual Property Rights in accordance with this Agreement. All rights and obligations of the Parties under this Agreement will survive any such sale of rights to a Third Party and shall inure to the Third Party. If Cipla does not deliver the notice described in the preceding sentence within Cipla Notice Period, the Company will be free for a period of ninety (90) days thereafter to consummate the Company Disposition on substantially the same terms described in its written notice to Cipla. If the Company does not consummate the Company Disposition within such period, Cipla’s rights under this Section shall reset. In any case, in the event of a Company Disposition to a Third Party, such Third Party must assume all of the Company’s obligations hereunder and such Third Party must demonstrate the wherewithal to perform all of the Company’s obligations under this Agreement. The Company shall ensure that any Company Disposition to such Third Party shall not, in any manner, adversely affect any of Cipla’s rights under the Agreement. All rights and obligations of Cipla under the Agreement shall be protected and will survive any such sale of Company Disposition to a Third Party and shall inure to the Third Party. Upon consummation of the Company Disposition, the Company shall be relieved of its obligations under this Agreement. Notwithstanding the foregoing, Change in Control of the Company is not a Company Disposition.

Right of First Offer for Other Inhaled Anti-Fungal Products for SAFS and the Initial Indication . If either Party intends to Develop and/or Commercialize (a “ Developing Party ”), whether independently or jointly with Third Parties, any inhaled anti-fungal product for the Initial Indication and SAFS (a “ New Product ”), such Developing Party shall advise the other Party in writing of its intention to do so (a “ Development Notice ”). For a period of thirty (30) days following the other Party’s receipt of the Development Notice (the “ Development Notice Period ”), such other Party shall have the exclusive option, exercisable upon delivery of a written notice to Developing Party, to enter into a co-Development and Co-Commercialization agreement for such New Product with the Developing Party on “substantially the same terms as set forth in this Agreement”. The Parties shall enter into such binding agreement for the New Product within ninety (90) days (or such longer period as the Parties mutually agree) of the other Parties exercise of its rights hereunder. If such other Party does not deliver the notice described in the preceding sentence within Development Notice Period, then the Developing Party will be free to Develop and/or Commercialize such Product (either individually or together with Third Parties). For purposes of this Section “on substantially the same terms as set forth in this Agreement” means, generally, an arrangement between the Company and Cipla whereby each Party equally shares the costs of Development and Commercialization of the New Product and equally shares the free cash flow for such New Product.

Right of First Offer for Other Inhaled Anti-Fungal Products other than SAFS and the Initial Indication . If either Party Develops and/or Commercializes (a “ AF Developing Party ”), whether independently or jointly with Third Parties, any inhaled anti-fungal product for Pulmonary Indications (other than the Initial Indication and SAFS) (a “ AF Product ”), such Developing Party shall advise the other Party in writing of its intention to do so (a “ AF Development Notice ”) and the proposed terms on which it would enter into a co-Development/co-Commercialization agreement the other Party (the “ AF Terms ”). For a period of thirty (30) days following the other Party’s receipt of the AF Development Notice (the “ AF Development Notice Period ”), such other Party shall have the option, exercisable upon written notice to AF Developing Party, to enter such agreement on the AF Terms or such other terms as the Parties may mutually determine. If (i) the other Party does not deliver the notice described in the preceding sentence within AF Development Notice Period or (ii) the Parties do enter into a binding term sheet or other binding agreement with respect to the Development and/or Commercialization of the New Product within ninety (90) days from the date of such other Party’s notice, then the AF Developing Party will be free to Develop and/or Commercialize such AF Product (either individually or together with Third Parties).

Upfront Payment. Except as set forth in Section  12.2 (Immediate Termination for material breach), not later than thirty (30) days after the Effective Date, Cipla shall make an upfront payment to the Company in the amount of Twenty Two million United States Dollars ($22,000,000) (the “ Upfront Payment ”) towards a worldwide, irrevocable assignment and transfer of all ownership in the Assigned Assets to Cipla.

Free Cash-Flow Sharing. As further consideration of the Assigned Assets, Cipla and the Company will share equally, both positive and negative total Free Cash-Flow earned by Cipla in respect of the Product. Cipla shall, within forty five (45) days from the end of each Calendar Quarter during which sales of the Product have generated Free Cash-Flow, either positive or negative, deliver to the Company a report setting out Free Cash-Flow including the following:

gross sales and Net Sales for the Product on a country-by-country basis;

break up of Allowable Expenses;

all relevant exchange rate conversions;

change in Working Capital; and

Capital Expenditure.

Manner of Payment; Late Payment . All payments due to a Party hereunder will be made in U.S. Dollars by wire transfer of immediately available funds into an account designated by such Party from time to time. If a Party does not receive payment of any sum due to it on or before the due date, simple interest will thereafter accrue on the sum due until the date of payment at the per annum rate of the then-current prime lending rate quoted by Citibank in New York City or the maximum rate allowable by Applicable Law, whichever is lower.

Audit Rights . As of the Effective Date, each Party has the right, during normal business hours, and no more than twice per Calendar Year, other than following a finding of material deficiency, with more frequent audits upon agreement of the Parties, to inspect and audit:

those portions of the facilities of the other Party, its Affiliate, subcontractor, and investigator site used in the performance of the Development Plan or the manufacturing of the Product to be supplied for use, to ascertain compliance with Applicable Law and Regulatory Approvals, and conformance with the applicable specifications and quality assurance standards, provided that the inspecting Party is accompanied by a representative of the other Party on such occasions; and

any of the other Party’s documentation or its Affiliates’, subcontractors’ or investigators’ documentation relating to such Development Plan or manufacturing of the Product to be supplied for use, including, to the extent permitted by Applicable Law, Governmental Authority, Regulatory Authority, and any applicable privacy policies, the medical records of any patient participating in any of the Clinical Studies under the Development Plan. A Party’s audit rights are limited by bona fide Third-Party agreements or confidentiality obligations in effect as of the Effective Date; provided, however, that each Party shall use Commercially Reasonable Efforts to (i) obtain audit rights for the other Party under such pre-existing agreements and (ii) ensure that such other Party is granted audit rights to the same extent which a Party has audit rights in any future agreements.

any of the other Party’s records as may be reasonably necessary to verify the accuracy of any financial reports and calculations made under this Agreement, including the calculation of Free Cash Flow.

Any audit and inspection of a Party’s records hereunder with respect to Free Cash Flow, Developments Costs or Commercialization Costs for a particular Calendar Year or Calendar Quarter shall be commenced within one year from the last day of such Calendar Year or Calendar Quarter, and shall be completed within four (4) months of commencement (provided the Party being audited reasonably responds to the requests for books and records by the auditing Party), and the cost of such audits shall be borne by the auditing Party.

Record Keeping . Each Party will maintain complete and accurate books, records and accounts used for the determination of Development Costs, Commercialization Costs, Allowable Expenses and Free Cash-Flow, in sufficient detail to confirm the accuracy of any payments required under this Agreement in accordance with Section  7.4 , which books, records and accounts will be retained by such Party for the number of years after the end of the period to which such books, records and accounts pertain, as is required by law.

Inventorship.

Cipla shall promptly disclose to the Company in writing any Inventions that are not specific to the Product, but created by it during the Term in connection with the Company’s iSPERSE ^® technology (“ iSPERSE Inventions ”), and Cipla shall promptly assign any such iSPERSE Inventions created by Cipla to the Company and such iSPERSE Inventions are part of the Excluded Assets. Notwithstanding the foregoing, the

Cipla shall own all rights, title, and interest in and to Inventions created by either Party, past, present or future, related to the Product for the Pulmonary Indications and/or in respect of the Assigned Assets and the Company shall promptly disclose in writing and assign any such Inventions created by the Company to Cipla.

Patent Prosecution, Maintenance, and Enforcement.

Subject to the right of the JSC to review, Cipla will make all decisions regarding the prosecution, maintenance, and enforcement, including any action against Third Parties for infringement, of the Patents included within the Assigned Assets (“ Assigned Patents ”) and any Patents included within the Excluded Assets that are licensed to Cipla hereunder on an exclusive basis, provided that such decision to (or not to) so prosecute, maintain or enforce is in compliance with the Commercialization Plan approved by the JSC.

Cipla will submit a report regarding Assigned Patents by September 30 of every Calendar Year regarding costs and expenses incurred and damages and other amounts collected relating to any prosecution, maintenance, and enforcement of the Patents included within the Assigned Assets pursuant to this Section  8.2 and Section  8.4 . The JSC shall determine whether the costs and expenses towards Patent prosecution, maintenance and enforcement are in accordance with the approved Development Plan and/or Commercialization Plan. Any damages arising from such Assigned Patents shall be included as Commercialization Costs and/or Development Cost, as applicable, as determined by the JSC.

With respect to Excluded Assets that are licensed to Cipla on a non-exclusive basis under this Agreement, subject to the right of the JSC to review, the Company will make all decisions regarding the prosecution, maintenance, and enforcement, including any action against Third Parties for infringement, of the Excluded Assets. The JSC shall determine whether the costs and expenses towards any such prosecution, maintenance and enforcement are in accordance with the approved Development Plan and/or Commercialization Plan. The Company will provide Cipla with reasonable advance notice of any decision not to prosecute, enforce or maintain any Excluded Asset in which Cipla has a license hereunder as not prejudice any rights of Cipla in such Excluded Asset.

The Company will submit a report regarding Excluded Assets in which Cipla has a license by September 30 of every Calendar Year regarding costs and expenses incurred and damages and other amounts collected relating to any prosecution, maintenance, and enforcement of the Excluded Assets in which Cipla has a license pursuant to this Section  8.2 and Section  8.4 to the extent related to the Product for Pulmonary Indications . The JSC shall determine whether the costs and expenses towards prosecution, maintenance and enforcement are in accordance with the approved Commercialization Plan. Any damages arising from such Excluded Assets to the extent related to the Product for Pulmonary Indications shall be included as Commercialization Costs and/or Development Costs, as applicable, as determined by the JSC.

Notification . The Parties shall promptly notify each other of any allegation that any: (i) information that a Third Party is violating any Intellectual Property Rights related to the Product; or (ii) allegation that any activity undertaken pursuant to this Agreement infringes, or may infringe, the Intellectual Property Rights of any Third Party. Each Party shall assist and cooperate with the other Party in the prosecution or defense of any Proceeding relating to the Intellectual Property Rights or the Product, as applicable (including consenting to being named as a party thereto if required for standing to enforce any of the Patents).

Infringement of Third-Party Rights . If a Third Party asserts that a Patent or other Intellectual Property Right owned or controlled by such Third Party is infringed by the Development and Commercialization activities hereunder, the Party first-obtaining knowledge of such a claim shall immediately provide the other Party Notice of such claim, along with the related facts in reasonable detail. Cipla, as the Commercializing Party, will, subject to JSC oversight, control the defense of any such claim or counterclaim. If Cipla does not accept control of the defense of such claim within ninety (90) days of learning of the claim, or earlier notifies Company in writing of its intent not to so assume control of such defense, then Company will have the right, but not the obligation, to defend against such claim; provided, however, that Cipla will, in such an event, have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party will settle any such suit admitting liability on the part of the other Party without the prior written consent of the Party not controlling such litigation, to the extent such settlement would result in material damage or prejudice to the non-controlling party. Any disagreement among the Parties with respect to the settlement of any such suit will be referred to the JSC for resolution.

Trademark. Cipla shall have the sole right to determine and own the trademark under which the Product is sold in the Territory, including Pulmazole ^™ . Cipla shall own all right, title, and interest to the trademarks used in relation to the Product, and shall be responsible for the registration, prosecution, and maintenance thereof. Following receipt of the Upfront Payment, the Company will file all necessary assignments with the U.S. Patent and Trademark Office (and all equivalent foreign offices) for the assignment of the Pulmazole ^™ trademark to Cipla. A list of all trademark registrations and applications is attached hereto as Exhibit IV.

No Representation of Success. Without limiting the Company’s obligations to perform its duties under this Agreement, Cipla understands that the Product is subject to ongoing Clinical Studies and Development and that the Company, accordingly, cannot make assurances whether it will be granted Regulatory Approval by the FDA or any other Regulatory Authority. Accordingly, the Company will not be liable for any unsuccessful Clinical Studies or denial or delay of Regulatory Approval. ALL CONFIDENTIAL INFORMATION DISCLOSED BY COMPANY TO CIPLA IS ACCURATE AND COMPLETE AND NO INFORMATION IS WITHHELD. COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ASSURANCE OF SUCCESS OF THE DEVELOPMENT PROGRAM. Without limiting Cipla’s obligations to perform its duties under this Agreement, the Company understands that Cipla is not guaranteeing the successful Commercialization of the Product or that sales of the Products will result in any specific amount of Free Cash Flow.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows, as of the Effective Date:

Corporate Existence . The Party is a company or corporation, duly organized, validly existing, and in good standing under the Applicable Law of the jurisdiction in which it was incorporated or formed.

Authority. The Party has taken all necessary action on its part and has the requisite power and authority to enter into this Agreement and to perform its respective obligations under this Agreement

Binding Effect. Agreement has been duly executed and delivered on behalf of each Part, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.

No Conflict. The execution and delivery of this Agreement, the performance of such Party’s obligations hereunder and the assignments, licenses and Sublicenses to be granted pursuant to this Agreement (i) do not conflict with or violate any requirement of Applicable Law; (ii) do not conflict with or violate the certificate of incorporation, bylaws or other organizational documents of such Party; and (iii) do not conflict with, violate, breach or constitute a default under any contractual obligations of such Party or any of its Affiliates. To the Company’s knowledge, none of the Intellectual Property Rights or Trademarks, in each case in relation to the Product for Pulmonary Indications, infringe on the rights of any Third Parties.