Adjuvant Global Health Technology Fund – AN2 Therapeutics, Melioidosis & Tuberculosis Therapeutic (Epetraborole) Global Health Agreement

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This Global Health Agreement is between Adjuvant Global Health Technology Fund L.P. and Adjuvant Global Health Technology DE L.P. (“Adjuvant”), a life sciences investment fund focusing on global health challenges, and AN2 Therapeutics (“Company” or “AN2”), a biopharmaceutical company focused on rare, chronic and infectious disease treatments. The Agreement, dated March 2021, was signed in connection with Adjuvant’s purchase of shares in AN2 for approximately USD $7 million (the “Investment”) along with a prior share purchase for approximately USD $5 million and related documents (the “Investment Documents”).

The Agreement sets out a set of program-related investment requirements (“PRI Requirements”) that must be undertaken by AN2 in consideration for the Investment. The PRI Requirements include the clinical development and advancement of Epetraborole (a drug aimed at treating melioidosis and tuberculosis) alongside other mutually agreed upon products (“Global Access Products”). AN2 must also fulfill a set of Global Access Commitments that enable affordability and accessibility of the Global Access Products in predominantly low- and lower-middle-income melioidosis-endemic and tuberculosis-endemic countries (“Target Countries”). The Global Access Commitments include the use of a commercially reasonable tiered pricing framework for sales to both public and private purchasers in accordance with the needs of lower-income patients in the Target Countries, with a maximum price cap of cost of sales plus 25%.

The Agreement also provides for a Global Health License which will be granted to Adjuvant by AN2 only upon the occurrence of a License Trigger Event including a failure to comply with the Global Access Commitments, transfer of intellectual property related to the Global Access Products to a third party, or bankruptcy. Any Global Health License granted will be a nonexclusive, fully-paid up, royalty free, sublicensable license to use, make and sell the Global Access Products in the Target Countries for the sole purpose of achieving the Global Access Commitments.

Provision Language

2. PRI Requirements

[…]

(f) Discontinuation of Financing; Repayment. If the Company fails to cure an Event of Non-Compliance within 60 days of such Event of Non-Compliance, Adjuvant shall not pay any further funds to the Company pursuant to the Investment Documents. To the extent legally permitted, the Company shall repay to Adjuvant any portion of the Investment that is not used for the purposes of the Investment, as set forth in Section 2(a) of this Global Health Agreement.

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Adjuvant Global Health Technology Fund – AN2 Therapeutics, Melioidosis & Tuberculosis Therapeutic (Epetraborole) Global Health Agreement

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Adjuvant Global Health Technology Fund – AN2 Therapeutics, Melioidosis & Tuberculosis Therapeutic (Epetraborole) Global Health Agreement

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