BCAB BioAtla Inc

BioAtla, Inc., a Delaware corporation, with its principal place of business at 11085 Torreyana Road, San Diego, CA 92121 (“BioAtla”);

Context Therapeutics Inc., a Delaware corporation, with its principal place of business at 2001 Market Street, Suite 3915, Unit #15, Philadelphia, PA 19103 (“Context”).

DEFINITIONS AND INTERPRETATION

The words and expressions set out below shall have the following meanings when used in this Agreement (including the recitals):

“AAA”

“Abandonment”

“Accounting Standards”

“Acquired Affiliates”

“Acquisition Transaction”

“Affiliate”

“Agreement”

“Annual Net Sales”

“Applicable Laws”

“Bankruptcy Code”

“Bankrupt Party”

“BioAtla”

“BioAtla Additional Intellectual Property”

“BioAtla Indemnitees”

“BioAtla Intellectual Property”

“BioAtla Know-How”

“BioAtla Patents”

“BioAlta Program Product Patents”

“BioAtla Prosecuted Patent”

“Biosimilar Product”

“Blocking 3^rd Party IP”

“Business Day”

“Calendar Quarter”

“Calendar Year”

“Change of Control”

“Commercially Reasonable Efforts”

“Competitive Infringement”

“Confidential Information”

“Context”

“Context Indemnitees”

“Context Trade Marks”

“Control”

“Cover” or “Covers”

“Debarred Entity”

“Development Milestone Event”

“Development Milestone Payment”

“Distracting Product”

“Distributor”

“Divest”

“Effective Date”

“EMA”

“ERA”

“Existing CDA”

“Exploit”

“FDA”

“FD&C Act”

“Field”

“First Commercial Sale”

“Force Majeure”

“Global Transaction Agreement”

“GLP Toxicology Study”

“Himalaya”

“Improvements”

“IND”

“Indemnified Party”

“Indication”

“Indirect Taxes”

“Intellectual Property Rights”

“Inventions”

“IRA Subject Product”

“Joint Intellectual Property Rights”

“Joint Know-How”

“Joint Patent”

“Knowledge”

“Know-How”

“Litigation Conditions”

“Licensed Antibodies”

“Losses”

“Major European Market”

“Milestones”

“Net Sales”

“A” is the gross invoice price in such country during the period to which the Net Sales calculation relates of the Program Product comprising the applicable Licensed Antibody as the sole therapeutically active ingredient; and

“B” is the gross invoice price in such country during the period to which the Net Sales calculation relates of the other therapeutically active ingredients contained in the Combination Product.

If “A” or “B” cannot be determined by reference to non-Combination Product sales as described above, then Net Sales will be calculated as above, but the gross invoice price in the above equation shall be determined by mutual agreement reached in good faith by the Parties prior to the end of the accounting period in question based on an equitable

“Net Sales Report”

“Non-Bankrupt Party”

“Party”

“Patent”

“Patent Committee”

“Person”

“Phase I”

“Phase II”

“Phase III”

“Pre-Existing Affiliate”

“Program”

“Program Product”

“Publishing Notice”

“Publishing Party”

“Regulatory Approval”

“Regulatory Authorities”

“Regulatory Exclusivity”

“Regulatory Submissions”

“Royalty Term”

“Sales Milestone Event”

“Sales Milestone Payment”

“Sublicensee”

“Tangible Materials”

“Target 1”

“Target 2”

“Targets”

“Term”

“Territory”

“Third Party”

“Third-Party Infringement Claim”

“Third Party Payments”

“Transition Agreement”

“Valid Claim”

“Withholding Amount”

“Withholding Party”

In this Agreement, unless the context requires otherwise:

references to Sections and Schedules are to Sections of and Schedules to this Agreement;

references to the singular shall include the plural and vice versa;

the Schedules will have the same force and effect as if expressly set out in the body of this Agreement;

headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;

the words “including” or “includes” mean “including (or includes) without limitation”;

reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;

when any number of days is prescribed in any document, the time period shall start on the next Business Day after the occurrence of the specified event. If the last day does not fall on a Business Day, then the last day shall be the next succeeding day which is a Business Day; and

all references to “Dollars” or “$” shall be deemed to be references to the lawful currency of the United States.

GRANT OF RIGHTS

License to Context. Subject to the terms and conditions hereunder, BioAtla hereby grants Context an exclusive license (exclusive even as to BioAtla and its Affiliates), sublicensable (with right of sublicense through multiple tiers), under the BioAtla Intellectual Property solely for the Exploitation of the Licensed Antibodies and Program Products in the Field in the Territory (collectively, the “License”). For clarity, the License includes a sublicense under the Intellectual Property Rights licensed to BioAtla by Himalaya under the ERA and Global Transaction Agreement that are necessary or reasonably useful to research, develop, make, have made, use, sell, have sold, import, offer for sale or otherwise Exploit a Licensed Antibody or Program Product in the Field in the Territory.

Sublicenses. Context will have the right to grant sublicenses (through multiple tiers) to its Affiliates and Third Parties of any and all rights granted to Context pursuant to Section 2.1. Context will provide BioAtla with a copy of each agreement containing any such sublicense (other than agreements with subcontractors engaged to perform activities under this Agreement, in each case subject to Section 2.3, and other than Agreements with Affiliates) within [***] days following execution, with no more than reasonable redactions that will enable BioAtla to reasonably monitor compliance with the terms and conditions of this Agreement. Any such sublicense shall be consistent with the terms of this Agreement and will include (a) confidentiality, non-disclosure and non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement, and (b) patent prosecution and enforcement provisions which are consistent with BioAtla’s rights in Sections 11.3 and 11.5. Context shall require that each Sublicensee complies with such terms specified in the preceding sentence. No sublicense will diminish, reduce or eliminate any obligation of Context under this Agreement, and Context will remain responsible for its obligations under this Agreement and will be responsible for the performance of the relevant Sublicensee as if such Sublicensee were the Party hereunder (including, without limitation, reporting obligations imposed upon Context in accordance with this Agreement).

Subcontracting. Subject to this Section 2.3, Context and its Affiliates and Sublicensees may subcontract any of its responsibilities under this Agreement. Context is responsible for the performance of all such subcontractors and for the compliance by such subcontractor with the applicable terms and conditions of this Agreement.

Cooperation. Each Party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested by the other Party from time to time in order to carry out, give effect to or confirm the rights granted under Section 2.

License Rights. Neither Party grants to the other Party any right or license to use any of its Intellectual Property Rights, Know-How or other confidential and/or proprietary information, materials or technology, or to practice any of its Patents or trade marks, except as expressly set forth in this Agreement.

Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by a Party to the other are and will otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that the Parties will retain and may fully exercise all of their rights and elections under the Bankruptcy Code and any foreign equivalent thereto. The Parties further agree that if (x) a bankruptcy proceeding by or against a Party (the “Bankrupt Party”) is commenced under the Bankruptcy Code, (y) this Agreement is rejected as provided in the Bankruptcy Code, and (z) the other Party (the “Non-Bankrupt Party”) elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, the Non-Bankrupt Party will be entitled to a complete duplicate of, and complete access to (as the Non-Bankrupt Party deems appropriate), all such intellectual property and all embodiments of such intellectual property. Upon such occurrence, such intellectual property and all embodiments of such intellectual property will be promptly delivered to the Non-Bankrupt Party. The Bankrupt Party

Exclusivity.

Subject to Sections 2.7.2 and 2.7.3, during the Term, neither BioAtla nor any of its Affiliates will work independently or for or with any Third Party (including the grant of any license to any Third Party) with respect to the Exploitation of any [***] antibody specifically directed against Target 1.

If there is a Change of Control involving BioAtla, the obligations of Section 2.7.1 will not apply to (and BioAtla’s acquirer and its respective Affiliate(s) (other than BioAtla and its Preexisting Affiliates) will not be in violation of Section 2.7.1 based on) any program of the relevant acquirer or its Affiliates (other than BioAtla and its Preexisting Affiliates); provided that (a) BioAtla and its Preexisting Affiliates, on the one hand, and the acquirer and its Affiliates (other than BioAtla and its Preexisting Affiliates), on the other hand, establish and enforce internal processes, policies, procedures and systems designed to segregate information relating to any such program from any Confidential Information related to the applicable Licensed Antibodies and Program Products under this Agreement, (b) the acquirer and its Affiliates (other than BioAtla and its Preexisting Affiliates) do not use, directly or indirectly, any Patents, Know-How or Confidential Information of BioAtla (including any Patents, Know-How or Confidential Information licensed or acquired from Context under this Agreement) in such program, and (c) no personnel who were employees or consultants of BioAtla or its Preexisting Affiliates at any time prior to or after the Change of Control will conduct any activities under such program.

Notwithstanding the provisions of Section 2.7.1, if BioAtla or any of its Affiliates acquires rights to research, develop, manufacture, or commercialize a product in the Field as the result of a merger, acquisition or combination with or of a Third Party other than a Change of Control of such Party (each, an “Acquisition Transaction”) and, on the date of the closing of such Acquisition Transaction, such product is being researched, developed, manufactured or commercialized and such activities would, but for the provisions of this Section 2.7.3, constitute a breach of Section 2.7.1 (such product, a “Distracting Product”), BioAtla or such Affiliate will, within [***] days after the closing of such Acquisition Transaction notify Context in writing of such acquisition and either:

request that such Distracting Product be included in this Agreement on terms to be negotiated, in which case, the Parties will discuss the matter in good faith for a period of no less than [***] days (or such longer period as may be agreed by the Parties) and, if unable to reach agreement on the terms on which such Distracting Product would be included hereunder within such period, BioAtla will elect to take the action specified in either clause (b) or (c) below; provided that the time periods specified in such clauses will be tolled for so long as the Parties are engaged in discussion under this clause (a);

notify Context in writing that BioAtla or its Affiliate will Divest its rights to such Distracting Product, in which case, within [***] (or such longer period as may be agreed by the Parties) after the closing of the Acquisition Transaction, BioAtla or its Affiliate will Divest such Distracting Product, giving due consideration to ethical concerns and requirements under Applicable Law; or

notify Context in writing that it is ceasing all such research, development and commercialization activities with respect to the Distracting Product, in which case, within [***] days (or such longer period as may be agreed by the Parties) after Context’s receipt of such notice, BioAtla and its Affiliates will cease all such activities, giving due consideration to ethical concerns and requirements under Applicable Law.

PATENT COMMITTEE; TECHNOLOGY TRANSFER; REGULATORY ACTIVITIES

Patent Committee. Within [***] days after the Effective Date, the Parties will form a committee (the “Patent Committee”), composed of an equal number of, but up to two (2), representatives from each Party. The Patent Committee will meet during the Term in person or by means of telephone or video conference at least once each [***]. Each Party may replace its representatives on the Patent Committee at any time by providing notice in writing to the other Party. The Patent Committee will have no decision-making authority, but will act as a discussion forum between the Parties. In addition, each Party may invite a reasonable number of additional subject matter experts or relevant personnel of such Party to participate in discussions and meetings of the Patent Committee. Each Party’s representatives on the Patent Committee and all other individuals attending or participating in discussions and meetings of the Patent Committee on behalf of a Party will be bound under written confidentiality and non-use obligations with respect to information disclosed at such meeting that are no less restrictive than the provisions of Section 10.

Transfer of Regulatory Approvals and Regulatory Submissions. Within [***] days following the Effective Date, BioAtla shall transfer ownership to Context of any and all Regulatory Submissions and Regulatory Approvals for the Program Products in the Field in the Territory (and transfer all related correspondence to and from such Regulatory Authorities), and thereafter Context (or its designee) shall file and hold title to all Regulatory Submissions and Regulatory Approvals and supplements thereto relating to the Program Products in the Field in the Territory. In the event of failure to assign such Regulatory Submissions and Regulatory Approvals to Context as required by this Section 3.1, BioAtla hereby consents and grants to Context the right to access and reference (without any further action required on the part of BioAtla, whose authorization to file this consent with any Regulatory Authority is hereby granted) any such Regulatory Submissions and Regulatory Approvals for the purposes of developing and commercializing the Program Products in the Field in the Territory.

Additional Context Regulatory Obligations. As of the Effective Date, as between the Parties, Context will be responsible for (a) determining the regulatory plans and strategies for the Program Products, (b) either itself or through its Affiliates or Sublicensees, making all Regulatory Submissions with respect to the Program Products, and (c) making, obtaining and maintaining Regulatory Submissions and Regulatory Approvals.

Cooperation. BioAtla shall provide reasonably required documents (to the extent in the possession or Control of BioAtla) to Context for use in making Regulatory Submissions to Regulatory Authorities for the Program Products in the Field in the Territory and maintaining such Regulatory Approvals; provided that any out-of-pocket expenses incurred by BioAtla in connection with such assistance shall be borne by Context.

Safety Concerns. Each Party will, as soon as practicable (but within [***] days) after such Party’s knowledge and internal evaluation thereof, (i) notify the other Party of any safety concern that such Party becomes aware of that is attributable to a Licensed Antibody or any component or fragment thereof (and will provide the other Party with any relevant documents or information related thereto in such Party’s possession or control), and (ii) provide the other Party with any press release or other public statement disclosing any safety concern or other material safety issue attributable to a Licensed Antibody or any component or fragment thereof at least [***] hours prior to the issuance thereof.

BioAtla Intellectual Property and Materials Transfer.

Initial Transfer. Within a reasonable time not to exceed [***] Business Days following the Effective Date, BioAtla will disclose to Context true, accurate and complete copies of all BioAtla Intellectual Property, in each case to the extent developed on or prior to the Effective Date and in its current (electronic or other) format as Context may reasonably request (including by download of digital files to a secure website or e-room designated and controlled by Context, or transfer of hard copies of any documents not in electronic format).

Additional Transfer. During the Term, in the event that Context reasonably believes additional BioAtla Know-How is necessary for the continued Exploitation of the Licensed Antibodies or Program Products, Context may reasonably request a copy of such additional BioAtla Know-How from BioAtla. BioAtla will transfer to Context a copy of such additional BioAtla Know-How, including any documentation (whether held in paper or electronic format) or similar removable media.

Material Transfer. Within a reasonable time not to exceed [***] Business Days from the Effective Date, BioAtla will furnish to Context any tangible materials Controlled by BioAtla that exclusively relate to or embody the Program Products, including all [***], as set out in Schedule 3.6.3 (“Tangible Materials”). Context acknowledges and accepts that any Tangible Materials provided by BioAtla under this Agreement are provided in their condition and form as at the Effective Date (provided, BioAtla shall remain responsible and liable for any defects to such Tangible Materials reasonably demonstrated to have been in existence as at the Effective Date). Subject to Article 7, BioAtla gives no warranty or representation as to the suitability of such Tangible Materials for any given purpose.

Consulting Support. BioAtla will make appropriate personnel (directly, or through an Affiliate) available to Context upon reasonable prior notice for the purpose of assisting Context to understand and use the BioAtla Intellectual Property for the Program Products, provided that BioAtla’s obligation to provide consulting support in accordance with this Section shall be limited to: (i) the provision of assistance during the first [***] days following the Effective Date, up to a maximum of [***] hours of assistance, all of which shall be at BioAtla’s cost, and (ii) following the expiration of such period and accumulation of such hours, BioAtla shall provide additional assistance at a mutually agreed upon hourly FTE rate (not to exceed what is customary in the industry for similar services) at Context’s cost. BioAtla shall provide to Context copies of all pre-clinical data and results from any and all completed pre-clinical activity for the Program Products or Licensed Antibodies, in electronic form or other mutually agreeable alternate form within [***] days following the Effective Date.

Transfer of Manufacturing Know-How. BioAtla will also provide to Context copies of all relevant manufacturing data or relevant CMC documents in its possession or otherwise Controlled by BioAtla, in electronic form or other mutually agreeable alternate form within [***] Business Days following the Effective Date, and facilitate access to any Third Party subcontractors (such as CMOs or CROs) for access to relevant manufacturing data or documentation in their possession.

FINANCIAL TERMS

Upfront Payments. In consideration for the License granted pursuant to Section 2.1 and the other rights granted by BioAtla under this Agreement, Context hereby agrees to pay BioAtla a non-refundable, non-creditable payment of eleven million dollars ($11,000,000), payable within [***] Business Days of the Effective Date.

Milestones.

Subject to Section 4.4.5 below, Context shall notify BioAtla in writing within [***] days following the occurrence of the development milestone events set out in Table 1 below (each, a “Development Milestone Event”). Concurrently with such notice, Context shall pay BioAtla the applicable milestone payment(s) set forth the table below (each, a “Development Milestone Payment”) which correspond to the Development Milestone Event(s) achieved by Context, its Sublicensees or their respective Affiliates. The Parties understand and agree that each Development Milestone Payment will be made a maximum of one time only upon the first achievement of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved multiple times by the same or a different Program Product.

No.

Development Milestone Event by Context, its
Sublicensees or their respective Affiliates:

Milestone Payment

1

2

3

4

5

6

7

8

9

10

Context shall not be required to pay the Development Milestone Payment corresponding to Development Milestone Event #4 or Development Milestone Events #7-9 unless and until the corresponding Development Milestone Event is achieved, regardless of whether any subsequent Development Milestone Event is achieved; it being understood and agreed that, if Development Milestone Event #7 occurs and Development Milestone Event #4 has not been previously paid, then Development Milestone Event #4 shall be deemed to have been achieved. For example, if Development Milestone Event #5 (or any subsequent Development Milestone Event other than Development Milestone Event #7) is achieved prior to the achievement of Development Milestone Event #4, Context shall not be required to pay Development Milestone Event #4 upon achievement of Development Milestone Event #5 (or such subsequent Development Milestone Event other than Development Milestone Event #7). Subject to Section 4.4.5 below, Context shall notify BioAtla in writing of the achievement of the sales milestones set out in Table 2 below (each, a “Sales Milestone Event”) within [***] days following the end of the Calendar Year in which such Sales Milestone Event is achieved. Concurrently with such notice, Context shall pay BioAtla the applicable milestone payment(s) set forth the table below (each, a “Sales Milestone Payment”) which correspond to the Sales Milestone Event(s) achieved by Context, its Sublicensees or their respective Affiliates. The Parties understand and agree that each Sales Milestone Payment will be made a maximum of one time only upon the first achievement of the corresponding Sales Milestone Event, regardless of whether such Sales Milestone Event is achieved multiple times.

No.

Sales Milestones Achieved by Context, its
Sublicensees or their respective Affiliates:

Sales Milestone Payment

1

2

3

4

5

Royalties. On a country-by-country and Program Product-by-Program Product basis, during the applicable Royalty Term for such Program Product in such country (but subject to Section 4.4 below), Context shall pay BioAtla non-refundable, non-creditable (save in the event of variance identified by audit in accordance with Section 4.7) royalties on Annual Net Sales of such Program Product in such country by Context, its Sublicensees or any of their respective Affiliates basis equal to the following portions of Annual Net Sales multiplied by the applicable royalty rate described below for such portion:

Portion of Annual Net Sales for the Program Product in the
Territory (USD)

Royalty Rate

Portion of Annual Net Sales above zero ($0), up to and including [***] U.S. Dollars ($[***])

Portion of Annual Net Sales above [***] U.S. Dollars ($[***]), up to and including [***] U.S. Dollars ($[***])

Portion of Annual Net Sales above [***] U.S. Dollars ($[***]), up to and including [***] U.S. Dollars ($[***])

Portion of Annual Net Sales above [***] U.S. Dollars ($[***]), up to and including [***] U.S. Dollars ($[***])

Portion of Annual Net Sales above [***] U.S. Dollars ($[***])

Royalty Reductions.

On a Program Product-by-Program Product and country-by-country basis, Context’s royalty obligations to BioAtla under Section 4.3 with respect to such Program Product in such country shall be reduced to [***] ([***]%) of the amounts otherwise payable pursuant to Section 4.3 during any portion of the Royalty Term in which there is not at least one (1) Valid Claim of a BioAtla Patent that Covers such Program Product in such country.

If, before or during the Term, Context determines, in its reasonable judgment, that it is necessary to obtain rights under any Blocking 3^rd Party IP in order to Exploit a Program Product, then Context shall promptly notify BioAtla. In the event a license or acquisition of Blocking 3^rd Party IP was or is obtained, and any royalties, milestones or other payments are paid by Context or its Affiliates or Sublicensees to any Third Party to license or acquire such Blocking 3^rd Party IP (“Third Party Payments”), Context shall have the right to reduce the royalties, milestones and other payments otherwise payable to BioAtla under this Agreement for a given [***] by up to [***] percent ([***]%) of the Third Party Payments made in the applicable [***] (and any remaining amounts may be carried forward and applied as deductions from time to time in accordance with this Section 4.4), subject to Section 4.4.5 below.

On a Program Product-by-Program Product and country-by-country basis, at any time during the Term, (a) one or more Biosimilar Products of such Program Product receives Regulatory Approval in such country and is sold in that country by one or more Third Parties, and (b) on a [***]-by-[***] basis, there is a [***] percent ([***]%) decrease in amounts (as measured by unit volume) invoiced by Context or its Affiliates on sales of the Program Product to Third Party purchasers in such country in any given [***] as compared to the amounts (as measured by unit volume) invoiced by Context or any of its Affiliates on sales of the Program Product during any of one (1) of the [***] immediately preceding Regulatory Approval of such Biosimilar Product, then Context’s royalty obligations to BioAtla under Section 4.3 in respect of that country shall be reduced to [***] percent ([***]%) of the amounts otherwise payable pursuant to Section 4.3 for the remainder of the Term.

On a Program Product-by-Program Product basis, if such Program Product becomes an IRA Subject Product, then Context’s royalty obligations to BioAtla under Section 4.3 in respect of Net Sales in the United States shall be reduced to [***] percent ([***]%) of the amounts otherwise payable pursuant to Section 4.3 for the remainder of the Term. If the Inflation Reduction Act of 2022 is replaced, revised, amended or changes such that the provisions of this Section 4.4.4 are no longer able to be accurately construed but in all such cases the applicable Net Sales associated with the Program Product in the United States are comparably reduced as if the effects of being an IRA Subject Product applied, the principles and intent of this Section 4.4.4, including the reduction set forth herein, shall continue to apply.

In no event will the reductions under Section 4.4.1 through Section 4.4.4 reduce the royalties payable to BioAtla under this Agreement in any [***] by greater than [***] percent ([***]%) in aggregate of the amounts otherwise payable under Section 4.3 (without giving effect to any reductions in Section 4); provided that any deductions not permitted to be made in respect of a given [***] as a result of this Section 4.4.5 shall be carried forward for deduction in respect of royalties for future [***] until fully exhausted.

Payments; Currency Conversion. All payments to either Party under this Agreement shall be made by deposit of Dollars in the requisite amount to such bank account as the receiving Party may from time to time designate by notice to the paying Party. For the purpose of calculating any sums due under, or otherwise reimbursable pursuant to, this Agreement (including the calculation of Net Sales expressed in currencies other than Dollars), a Party shall convert any amount expressed in a foreign currency into Dollar equivalents using its, its Affiliate’s or Sublicensee’s standard conversion methodology consistent with Accounting Standards.

Financial Records. Context shall, and shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books and records in accordance with Accounting Standards pertaining to Net Sales of Program Products, royalties and other sums payable under this Agreement in sufficient detail to calculate all amounts payable hereunder and to verify compliance with its obligations under this Agreement. Such books and records shall be retained by Context and its Affiliates and Sublicensees until the later of (a) [***] years after the end of the Calendar Year to which such books and records pertain, and (b) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Law.

Audit. At the request of BioAtla, Context shall, and shall cause its Affiliates and Sublicensees to, permit an independent public accounting firm of nationally recognized standing designated by BioAtla and reasonably acceptable to Context, at reasonable times during normal business hours and upon reasonable notice, to audit the relevant reports, statements, books and records maintained pursuant to Section 4.6 to ensure the accuracy of all reports and payments, including Net Sales and royalty calculations, made hereunder. Such examinations may not (a) be conducted more than once with respect to any specific period of time, or (b) be conducted more than once in any twelve (12) month period (other than any year in which a Change of Control of Context occurs, in which year such right may be exercised twice). Prior to conducting such audit, such accounting firm shall agree in writing to such confidentiality terms as Context may reasonably request. Context shall, and shall cause its Affiliates and Sublicensees to, provide reasonable assistance to the accounting firm to enable the accounting firm to carry out such audit. The accounting firm shall disclose to BioAtla only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. In the event that the audit reveals a variance of more than [***] percent ([***]%) from the amounts in the Net Sales Report, Context shall bear the cost of the audit. In the event that the audit reveals a variance of less than [***] percent ([***]%) from the amounts in the Net Sales Report, BioAtla shall bear the cost of the audit. If such audit concludes that (i) additional amounts were owed by Context, Context shall pay the additional amounts, or (ii) excess payments were made by Context, future amounts owed by Context will be reduced by the amount of such excess payments, in either case ((i) or (ii)), within [***] days after the date on which such audit is completed by BioAtla’s designated accounting firm.

No Limitation. For clarity, nothing contained in this Section 4 shall in any way limit a Party’s right to recover damages for breach of this Agreement.

Withholding Taxes. The amounts payable pursuant to this Agreement shall not be reduced on account of any taxes unless required by Applicable Law. Where any sum due to be paid to either Party hereunder is subject to any withholding or similar tax, the Parties shall use their Commercially Reasonable Efforts to do all such acts and things and to sign all such documents as will enable them to take advantage of any applicable double taxation agreement or treaty. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the payor shall remit such withholding or similar tax to the appropriate government authority in a timely manner, deduct the amount paid from the amount due to payee and secure and send to payee the best available evidence of the payment of such withholding or similar tax within [***]([***]) days following that payment. In the event that a government authority retroactively determines that a payment made by a Party to the other pursuant to this Agreement should have been subject to withholding or similar (or to additional withholding or similar) taxes, and such Party (the “Withholding Party”) remits such withholding or similar taxes to the government authority, including any interest and penalties that may be imposed thereon (together with the tax paid, the “Withholding Amount”), the Withholding Party will have the right (a) to offset the Withholding Amount, against future payment obligations of the Withholding Party under this Agreement, (b) to invoice the other Party for the Withholding Amount (which shall be payable by the other Party within [***] ([***]) days of its receipt of such invoice) or (c) to pursue reimbursement by any other available remedy.

Indirect Taxes. All payments are exclusive of value added taxes, sales taxes, consumption taxes and other similar taxes (the “Indirect Taxes”). If any Indirect Taxes are chargeable in respect of any payments, the paying Party shall pay such Indirect Taxes at the applicable rate in respect of such payments following receipt, where applicable, of an Indirect Taxes invoice in the appropriate form issued by the receiving Party in respect of those payments. The Parties shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. If the

DEVELOPMENT AND COMMERCIALIZATION

As between the Parties, Context shall be responsible for using Commercially Reasonable Efforts to develop, seek approval for, and commercialize at least one (1) Program Product for a first Indication (either itself or through its Affiliates and Sublicensees) in the Territory. As between the Parties, Context shall be responsible for all pre-clinical studies and all clinical trials of the Program Products in the Field in the Territory, at Context’s expense.

Context shall keep BioAtla informed as to its progress on developing the Program and Program Products and, without limiting the information to be exchanged between the Parties, no less than [***] per each Calendar Year up until the date of any Regulatory Approval for a Program Product, Context shall provide BioAtla with a written report summarizing its development activities, including [***], in respect of the Program Products in the Field in the Territory in the previous [***] period and a summary of its plans for the development and commercialization of the Program Products, consistent with information Context provides to its shareholders and analysts. Such report shall include a summary of the work completed, a summary of the work in progress, the current schedule of anticipated milestone events and Regulatory Approvals (which such schedule shall be non-binding), and a summary of material interactions with Regulatory Authorities during the prior [***] period. The Parties shall review and discuss such reports as necessary.

If at any time, during the Term of this Agreement, Context fails for a consecutive period comprising at least eight (8) Calendar Quarters to conduct any research or development activities with respect to the Program Products prior to Regulatory Approval in the Territory (other than in connection with any clinical trial hold, advice of any applicable data safety monitoring board, or other action of any Regulatory Authority that prevents, limits or otherwise suspends any such research, development, manufacture, regulatory affairs and commercialization activity, including for safety or CMC issues) (the “Abandonment”), BioAtla may terminate this Agreement upon written notice to Context.

MANUFACTURE

Subject to the terms and conditions of this Agreement, as between the Parties, Context shall be responsible for the manufacture and supply, at its expense, of all requirements of Licensed Antibodies and Program Product for the performance of all development, clinical and commercial activities under this Agreement. Context will use its Commercially Reasonable Efforts to cause Program Products manufactured and supplied by or on behalf of Context pursuant to this Agreement to be manufactured in accordance with GMP, where applicable, and to otherwise comply with Applicable Laws.

As between the Parties, Context shall have the sole right and responsibility to determine and initiate all recalls, market suspensions or market withdrawals that may be necessary and for handling all returns, recalls or withdrawals, order processing, invoicing, collection, distribution, and inventory management with respect to a Program Product in the Field in the Territory.

As between the Parties, Context shall bear all costs relating to all recalls and market withdrawals whether voluntary or requested or required by Applicable Laws or by any Regulatory Authority.

REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other Party as follows:

Context represents, warrants and/or covenants, as the case may be, to BioAtla that Context shall perform its obligations under this Agreement in material compliance with all Applicable Laws.

BioAtla represents and warrants to Context, as of the Effective Date, that:

Schedule 1(b) sets forth a true, complete and correct list of the BioAtla Program Product Patents, and Schedule 1(c) sets forth a true, complete and correct list of the BioAtla Patents;

BioAtla is the sole and exclusive owner of, and has the sole right, title and interest in and to, the BioAtla Intellectual Property, free and clear of all encumbrances that would interfere with Context’s rights; and

neither BioAtla nor any of its Affiliates is a party to any agreement with a Third Party under which BioAtla or any of its Affiliates grants licenses, options or other rights in or to any of the BioAtla Patents;

to the Knowledge of BioAtla, each of the BioAtla Patents properly identifies each and every inventor of the claims thereof as determined in accordance with the Applicable Laws of the jurisdiction in which such BioAtla Patent is issued or patent application is pending;

each Person who has or has had any rights in or to any BioAtla Intellectual Property Rights has assigned by virtue of employment or written assignment its entire right, title and interest in and to such BioAtla Intellectual Property Rights to BioAtla or its Affiliates;

there are no amounts that will be required to be paid to a Third Party that arise out of any agreement to which BioAtla or any of its Affiliates is a party, as a result of the Exploitation of the Licensed Antibodies, Program Products or Tangible Materials (other than amounts owed to manufacturers and CROs for services conducted on behalf of BioAtla in the ordinary course, which such amounts will be paid by BioAtla);

BioAtla has filed and prosecuted patent applications within the BioAtla Patents in good faith and complied with all duties of disclosure with respect thereto;

Neither BioAtla nor any of its Affiliates has granted to any Third Party, including any academic organization or agency, any license, option or other rights to clinically develop or commercialize Licensed Antibodies, or, to the Knowledge of BioAtla, to research, non-clinically develop, or manufacture Licensed Antibodies;

to its Knowledge, as of the Effective Date, the manufacturing, commercialization, selling, marketing and other Exploitation of the Licensed Antibody, Program Products or Tangible Materials in the Territory, will not infringe or misappropriate any Intellectual Property Rights of Third Parties in the Territory (without reference to any safe harbor defenses);

except as set forth on Schedule 7.3(j), to its Knowledge, as of the Effective Date, no licenses or rights in or to any Intellectual Property Rights of Third Parties other than those expressly granted to Context under this Agreement as of the Effective Date, are required for Context to Exploit the Licensed Antibodies, Program Products, or Tangible Materials as contemplated under this Agreement as of the Effective Date in the Field in the Territory;

as of the Effective Date it has not received a claim by a Third Party that the Licensed Antibodies, their manufacturing process, and/or their use or other Exploitation (1) would infringe the Patent rights or misappropriate the Know-How of any Third Party, (2) that a Third Party has any right or interest in or to the BioAtla Intellectual Property Rights, or (3) that any of the BioAtla Patents are invalid or unenforceable;

as of the Effective Date there are no litigation proceedings, investigations or claims of any nature pending against, or to its Knowledge, threatened by or against, BioAtla that may affect fulfilment of the rights and obligations of the Parties under this Agreement;

to the Knowledge of BioAtla, there are no facts that would form the basis for the invalidation or unenforceability of the BioAtla Patents;

neither BioAtla nor any of its Affiliates has initiated or been involved in any proceedings, investigations or claims in which it alleges that any Third Party is or was infringing or misappropriating any BioAtla Intellectual Property Rights;

to the Knowledge of BioAtla, there are no activities by Third Parties that would constitute infringement or misappropriation of the BioAtla Intellectual Property Rights (in the case of pending claims, evaluating them as if issued);

as of the Effective Date, BioAtla has the full right, power and authority to grant the global rights, title and interests under this Agreement to Context, including under the Amended and Restated Exclusive Rights Agreement by and between BioAtla LLC and Himalaya Therapeutics SEZC (“Himalaya”), dated as of January 1, 2020 (the “ERA”);

BioAtla and Himalaya each have the full right, power and authority to, and has obtained all approvals required to, enter into the ERA and Global Transaction Agreement by and between BioAtla and Himalaya, dated as of the Effective Date (the “Global Transaction Agreement”);

neither BioAtla nor any of its Affiliates has entered into any agreement or granted any interest in the BioAtla Intellectual Property Rights that is inconsistent with the terms of this Agreement;

the Licensed Antibodies are the only [***] antibodies identified, discovered, researched, or developed by or on behalf of BioAtla or any of its Affiliates (themselves or through a Third Party) which are specifically directed against both Target 1 and Target 2 and for which BioAtla currently conducts or plans to conduct research.

Covenants of BioAtla. During the Term, BioAtla covenants that:

it will not, and will ensure that its Affiliates do not, enter into any agreement or grant any interest in the BioAtla Intellectual Property Rights that is inconsistent with the terms of this Agreement;

it will comply with, will not amend, terminate or waive any provision of, and will not agree with Himalaya to amend, terminate or waive any provision of, the ERA or the Global Transaction Agreement in a way that adversely affects, or would reasonably be expected to adversely affect, the rights of Context under this Agreement;

if, at any time after execution of this Agreement, it becomes aware that it or any employee, agent or subcontractor of BioAtla who participated in the development or manufacture of a Licensed Antibody or Program Product is on, or is being added to the FDA Debarment List or to any of the FDA clinical investigator enforcement lists, it will provide written notice of this to Context within ten (10) business days after becoming aware of this fact;

BioAtla shall perform its obligations under this Agreement in material compliance with all Applicable Laws.

INDEMNIFICATION; LIMITATIONS ON LIABILITY

Context shall indemnify and hold harmless each of BioAtla and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“BioAtla Indemnitees”) from and against any and all losses, damages, obligations, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual gross negligence, fraud or wilful misconduct of Context or its Affiliates; (ii) any material breach by Context of this Agreement; and (iii) the manufacturing, development and commercialization activities (including packaging and storage of the Program Products) relating to the Program Products conducted by or on behalf of Context, its Affiliates or their Sublicensees. Notwithstanding the foregoing, Context shall have no obligations under this Section 8.1 with respect to any Losses for which BioAtla is required to indemnify the Context Indemnitees under Section 8.2 or which are the result of any fraud or wilful misconduct of BioAtla.

BioAtla shall indemnify and hold harmless each of Context and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“Context Indemnitees”) from and against any and all Losses resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual gross negligence, fraud or wilful misconduct of BioAtla or its Affiliates; (ii) any material breach by BioAtla of this Agreement; or (iii) any activities conducted by BioAtla or its Affiliates or licensees (excluding Context but including [***]) with respect to the Licensed Antibodies or Program Products prior to the Effective Date. Notwithstanding the foregoing, BioAtla shall have no obligations under this Section 8.2 with respect to any Losses for which Context is required to indemnify the BioAtla Indemnitees under Section 8.1 or which are the result of any fraud or wilful misconduct of Context. Additionally, if Context elects to enforce [***], BioAtla shall bear all of Context’s costs and expenses in connection therewith.

Neither Party shall be liable to compensate the other Party for any indirect, incidental, special, punitive, exemplary, speculative or consequential damages arising out of or in connection with this Agreement including, but not limited to, any loss of use, loss of opportunity, indirect loss of income or profit from third parties, irrespective of whether it had an advance notice of the possibility of any such damages. The foregoing limitations of liability shall not apply with respect to a Party’s fraud, gross negligence or wilful misconduct or breach of Section 10 (Confidential Information) or to indemnification for amounts paid or payable to Third Parties in respect of any Third Party claim for which indemnification hereunder is otherwise required or to any liability that may not be excluded under Applicable Law including liability for death or personal injury caused by a Party’s negligence. Notwithstanding anything to the contrary, each Party will have a full right of offset for all Losses which are subject to indemnification under this Article 8 against all amounts owed by such Party under this Agreement.

All indemnification claims in respect of a Party, its Affiliates, or their respective directors, officers, employees and agents shall be made solely by such Party to this Agreement (the “Indemnified Party”). A Party that intends to claim indemnification under this Section 8 shall promptly inform the indemnifying Party in writing of any Third Party claim, in respect of which the indemnitee intends to claim such indemnification. Any such indemnification notice shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses and Third Party claims. The Indemnified Party shall provide the indemnifying Party with reasonable assistance, at the indemnifying Party’s expense, in connection with the defense of the Third Party claim for which indemnity is being sought, including providing such records, information, testimony, or witnesses and attending such meetings, proceedings, hearings, trials and appeals as may be reasonably requested. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing, which participation shall be at such Party’s sole expense except where (a) the appointment of such counsel for such purpose is authorised in writing by the indemnifying Party, (b) the indemnifying Party has failed to assume such defense, or (c) the interests of the Indemnified Party and indemnifying Party are sufficiently adverse to prohibit their representation by the same counsel. In the event of (a) to (c), the reasonable costs and expenses incurred by the Indemnified Party in connection with the Third Party claim shall be reimbursed by the indemnifying Party on a Calendar Quarter basis in arrears. At its option so long as the Litigation Condition described below is satisfied, the indemnifying Party shall have the right to assume and conduct the defense of the Third Party claim with counsel of its choice reasonably acceptable to the Indemnified Party, by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party’s receipt of an indemnification notice. The assumption of the defense of a Third Party claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. If it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and against the Third Party claim, the Indemnified Party shall reimburse the indemnifying Party for any Losses incurred by the indemnifying Party in its defense of the Third Party claim, including any costs and expenses paid by the indemnifying Party to the Indemnified Party in accordance with this Section.

INSURANCE

CONFIDENTIAL INFORMATION

Each Party acknowledges that the Confidential Information constitutes and is comprised of valuable confidential proprietary information belonging to or licensed to the Parties. During the Term of this Agreement, and for as long as the Confidential Information remains confidential, each Party shall and shall cause its officers, directors, employees, consultants and agents to, keep secret and confidential all Confidential Information belonging to the other, and neither of them shall:

disclose or make any Confidential Information belonging to the other available to any person or entity except to the extent permitted by Section 10.2 or Section 10.3c; nor

use any Confidential Information belonging to the other for any purpose other than as expressly permitted pursuant to this Agreement.

Notwithstanding Section 10.1, each Party may, solely to the extent reasonably necessary in order to fulfil its obligations or exercise its rights under this Agreement, disclose Confidential Information of the other Party to, or permit its use by, its Affiliates, directors, officers, employees, contractors or consultants or agents provided that each Party shall prior to such disclosure:

inform the recipient as to the confidential nature of the Confidential Information;

direct any such recipient to treat and hold the Confidential Information as secret and confidential; and

ensure that such recipient is under written obligations of confidentiality and non-use at least as stringent as those herein (or professional obligations of privilege with respect thereto).

Notwithstanding the foregoing:

The Parties may agree upon the content and timing of a joint press release announcing this Agreement. Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed. Each Party may repeat any information relating to this Agreement that has already been publicly disclosed in accordance with this Section 10.3a, provided, that such information continues as of such time to be accurate. In the event a Party is required by Applicable Law or the rules of a stock exchange on which its securities are listed to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and, if permissible, in no event less than [***] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon.

Context, its Affiliates and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding a Program Product by publication, presentation or otherwise, provided, that, except as required by Applicable Law, neither Party shall use the name of the other Party (or insignia, or any contraction, abbreviation or adaptation thereof) without such Party’s prior written permission, other than if such reference is consistent with or similar to previous such references.

Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is:

in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction; provided, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (e.g. to obtain a protective order or confidential treatment) and that such disclosure is limited to that which is legally required to be disclosed;

made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for any Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to ensure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;

made to the extent such disclosure is reasonably necessary for the prosecution and maintenance of Patents as permitted by this Agreement;

for regulatory filings for Program Products that such Party has a license or right to develop hereunder in a given country or jurisdiction, provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with applicable Law;

made to the extent such disclosure is reasonably necessary for prosecuting or defending litigation as permitted by this Agreement; or

made by the receiving Party or its Affiliates to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10.

Affiliates and Sublicensees. Each Party shall be responsible for ensuring compliance by their Affiliates, Sublicensees and representatives receiving Confidential Information hereunder with the foregoing confidentiality provisions and shall be liable for any breach of the confidentiality terms and conditions of this Agreement by any such Affiliates, Sublicensees or representatives receiving Confidential Information.

Scientific Publications.

BioAtla shall not, and shall ensure that its Affiliates and (sub)licensees do not, make oral or written publications or other disclosures regarding the Licensed Antibody or the Program Products without Context’s prior written consent.

The Party desiring to present or publish any Confidential Information of the other Party (the “Publishing Party”) shall provide the other Party with (i) a copy of any proposed publication at least [***] days (or [***] days in the case of a manuscript) prior to submission for publication; and (ii) notice of a presentation at least [***] days prior to the date of such presentation and a copy of the proposed presentation at least [***] days prior to the date of such presentation, in each case of (i) and (ii), so as to provide such other Party with an opportunity to recommend any changes it reasonably believes are necessary to continue to maintain the Parties’ Confidential Information. If such other Party notifies (in a “Publishing Notice”) the Publishing Party in writing, prior to such [***]-day period’s expiry in the case of a publication (or [***]-day period’s expiry in the case of a manuscript), or within [***] days prior to the date of such presentation after timely receipt of the copy of the proposed presentation, as applicable, that such publication, manuscript, or presentation, in its reasonable judgment, (1) contains an invention, solely or jointly conceived or reduced to practice by the other Party, for which the other Party reasonably desires to obtain Patent protection or (2) contains any Confidential Information of such other Party or of both Parties that such other Party does not wish to be included in the proposed publication or presentation, then the Publishing Party shall (A) prevent or delay such publication, manuscript, or presentation for a mutually agreeable period of time, which in any event will not be less than [***] days or such other period needed to seek Patent protection for any such potential inventions identified in such Publishing Notice, and (B) remove such Confidential Information specifically identified by such other Party in the Publishing Notice prior to any public release of such publication, manuscript, or presentation, so long as such other Party’s request to remove such Confidential Information from the applicable publication, manuscript, or presentation is reasonable.

Termination or Expiration of Agreement. Upon the termination or expiration of this Agreement, upon the written request of the disclosing Party, the recipient of Confidential Information shall promptly redeliver to the disclosing Party all Confidential Information provided to the recipient in tangible form or destroy the same and certify in writing within [***] days from the request of the disclosing Party or termination of this Agreement, as the case may be, that such destruction has occurred; provided, however, that nothing in this Agreement shall require the alteration, modification, deletion or destruction of computer backup tapes made in the ordinary course of business. Notwithstanding the foregoing, the recipient shall be permitted to retain in its files one copy of all Confidential Information (a) to evidence the scope of and to enforce the Party’s obligation of confidentiality under this Section 10; and (b) for the performance of any continuing obligations hereunder.

Existing CDA. This Agreement supersedes the Existing CDA; provided, however, that this shall not limit any remedies available to either Party with respect to any breach of the Existing CDA that occurred prior to the Effective Date. All Confidential Information (as defined in the Existing CDA) exchanged under the Existing CDA shall be deemed to be Confidential Information under this Agreement and from and after the Effective Date shall be subject to the terms of this Article 10.

Filing of this Agreement. The Parties shall coordinate in advance with each other in connection with the filing of this Agreement (including redaction of certain provisions of this Agreement) with the SEC or any stock exchange or governmental agency on which securities issued by a Party or its Affiliate are traded, and each Party will use reasonable efforts to seek confidential treatment for the terms proposed to be redacted; provided that each Party will ultimately retain control over what information to disclose to the SEC or any stock exchange or other governmental agency, as the case may be, and provided further that the Parties will use their reasonable efforts to file redacted versions with any governing bodies which are consistent with redacted versions previously filed with any other governing bodies. Other than such obligation, neither Party (nor its Affiliates) will be obligated to consult with or obtain approval from the other Party with respect to any filings to the SEC or any stock exchange or other governmental agency.

Ongoing Obligation of Confidentiality. Each Party’s obligations under this Section 10 shall apply during the Term and continue for [***] years thereafter with respect to Confidential Information.

INTELLECTUAL PROPERTY RIGHTS

Ownership.

Inventorship of Inventions shall be determined by application of U.S. patent law pertaining to inventorship (regardless of where the applicable activities occurred), and ownership shall follow inventorship.

Notwithstanding anything to the contrary in this Agreement, Context shall own all Improvements. BioAtla will (and will cause its Affiliates to), and hereby does, assign to Context, BioAtla’s and its Affiliates’ rights, title and interest in any Improvements as may be necessary to effectuate the allocation of ownership of Improvements set forth in this Section 11.1.2. BioAtla will take all actions and provide Context with all reasonably requested assistance to effect such assignment and will execute any and all documents necessary to perfect such assignment.

Subject to Section 11.1.2, as between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Intellectual Property Rights and Know-How that is conceived, reduced to practice, discovered, developed, or otherwise made solely by or on behalf such Party (or its Affiliates or Sublicensees). Subject to Section 11.1.2, the Parties shall jointly own, on an equal and undivided basis any Intellectual Property Rights and Know-How that is conceived, reduced to practice, discovered, developed, or otherwise made jointly by both (i) Context, its Affiliates or Third Parties acting on Context’s behalf and (ii) BioAtla, its Affiliates or Third Parties acting on BioAtla’s behalf (“Joint Intellectual Property Rights” and “Joint Know-How”, as applicable). Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other Party for profits with respect to, or to obtain any consent of the other Party to license or exploit any such jointly owned Intellectual Property Rights or Know-How by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.

Trade Marks. Context and/or its designee shall at all times have the right, but not the obligation, to register trade marks relating to the commercialization of the Program Products in the Territory. Context shall not use any Context Trade Mark in relation to the Program Products that includes or is confusingly similar to the “BioAtla” name, the name of any BioAtla Affiliate identified in advance in writing to Context, or the name of any of their products identified in writing in advance to Context.

Enforcement.

If BioAtla or Context becomes aware of misappropriation or infringement or threatened misappropriation or infringement of any BioAtla Intellectual Property by a Third Party in the Territory involving a product that is, or that would reasonably be expected to be, competitive with a Program Product or Licensed Antibody (“Competitive Infringement”), such Party shall promptly notify the other Party in writing to that effect and provide a summary of the relevant facts and circumstances known to such Party relating to such infringement. As between the Parties, Context shall, in consultation with BioAtla, have the first right (but not the obligation) to control any claim, litigation or proceeding commenced against any such Third Party for Competitive Infringement of any BioAtla Program Product Patent, or any Patent within the Joint Intellectual Property Rights (each, a “Joint Patent”). Such enforcement shall be at Context’s sole cost and expense. If Context initiates a proceeding in accordance with this Section 11.3.1, BioAtla agrees to be joined as a party plaintiff where necessary and to give Context reasonable assistance and authority to file and prosecute the proceeding. BioAtla shall have the right, at its own cost and expense, to join as a party to, and be represented in, any such action by counsel of its own choice (which such representation will be at BioAtla’s expense if such joinder is not required for standing). Context shall keep BioAtla reasonably informed of any actions or proceedings commenced against any such Third Party. BioAtla shall [***] reasonably cooperate with Context with respect to such actions or proceedings; provided that Context shall bear any out-of-pocket expenses in connection with such cooperation.

If Context fails to initiate a claim, litigation or proceeding instituted pursuant to Section 11.3.1 within [***] days after written notice of such infringement is first provided pursuant to Section 11.3.1, Bioatla will have the right to initiate and control a proceeding to enforce the relevant BioAtla Patent against such infringement; provided that if Context notifies BioAtla during such [***]-day period that it is electing in good faith not to institute any proceeding to enforce the BioAtla Patent against such infringement for strategic reasons intended to maintain the commercial value of the relevant Patent or Know-How and any Licensed Antibody or Program Product Covered thereby or relating thereto, BioAtla will not have the right to initiate and control any

Any damages or other monetary awards recovered with respect to a claim, litigation or proceeding brought pursuant to this Section 11.3 will be shared as follows: (x) the amount of such recovery will first be applied to the Parties’ reasonable out-of-pocket costs incurred in connection with such claim, litigation or proceeding (which amounts will be allocated pro rata if insufficient to cover the totality of such expenses); (z) then any remaining proceeds will be allocated between the Parties as follows: [***].

Context shall have the sole right to control any claim, litigation or proceeding commenced against any Third Party for infringement of the Context Trade Marks, at its sole cost and expense, with Context retaining [***]% of any damages or other monetary awards recovered thereunder. BioAtla agrees to provide any reasonable assistance requested by Context at the relevant time in relation to such action or defense; provided that Context shall bear any out-of-pocket expenses in connection with such cooperation.

Notwithstanding anything to the contrary under this Article 11, but without limiting Section 2.2 hereof, neither Party may enter a settlement, consent judgment or other voluntary final disposition of a suit under this Article 11 that disclaims, limits the scope of, admits the invalidity or unenforceability of, or grants a license, covenant not to sue or similar immunity under a BioAtla Program Product Patent or Joint Patent without first obtaining the written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed).

Defense.

If any Third Party brings a claim or otherwise asserts that a Program Product (or its manufacture, sale or use) or a Licensed Antibody (or its manufacture, sale or use) infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Context shall have (a) sole control of, at its sole cost and expense, of any Third-Party Infringement Claim against Context or any of its Affiliates or Sublicensees, and (b) a first right to control any Third-Party Infringement Claim against BioAtla or any of its Affiliates or Sublicensees, in each case of (a) and (b), solely as and to the extent such Third-Party Infringement Claim relates to a Program Product or Licensed Antibody. The non-lead Party shall also have the right, but not the obligation, to participate, at its own expense, in the defense thereof with counsel of its choice. The lead Party will keep the non-lead Party reasonably informed about such proceedings. The non-lead Party shall reasonably cooperate to assist the lead Party in defending, contesting or otherwise protesting against any such actions, provided that any out-of-pocket costs incurred in connection with such cooperation shall be at the lead Party’s expense. Except as otherwise set forth in this Section 11.4.1, each Party shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings under this Section 11.4.1 including the reasonable fees and expenses of that Party’s counsel.

If a Party initiates a claim, litigation or proceeding in accordance with Section 11.4, the other Party agrees to be joined as a party plaintiff where necessary under Applicable Law for such initiating Party to initiate and maintain such claim, litigation or proceeding. Each Party agrees to provide the other Party with reasonable assistance and cooperation with respect to any claims, litigations or proceedings conducted under Section 11.4, with the reasonable internal and out-of-pocket costs and expenses of providing such assistance and cooperation to be borne by the Party conducting the claim, litigation or proceeding.

Prosecution.

In consultation with BioAtla as required by Section 11.5.3, Context shall have the first right, but not the obligation, to prepare, file, prosecute, defend in any oppositions or post-grant proceedings, and maintain the BioAtla Program Product Patents and Joint Patents using counsel of Context’s choosing, at Context’s sole cost and expense; provided, however, that BioAtla shall have the first right to control (subject to Section 11.5.3), and shall bear any costs that are allocable to, the prosecution activities set forth in Schedule 11.5.1; provided, further, that BioAtla shall consider Context’s comments regarding any such activities and related documents and communications in good faith. If Context decides not to prepare, file, prosecute, defend in an opposition or post-grant proceeding, or maintain a BioAtla Program Product Patent or Joint Patent for which it is responsible as provided in this Section 11.5 in a country or other jurisdiction in the Territory, Context shall provide reasonable prior written notice to BioAtla of such intention. BioAtla shall thereupon have the right, but not the obligation, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, defense, and maintenance of such Patents at its expense in such country or other jurisdiction. In the event BioAtla assumes such control, within thirty (30) days Context shall promptly deliver to BioAtla or its designee copies of all necessary files related to such Patent and take all actions and execute all documents reasonably necessary for BioAtla to assume such control.

In consultation with Context as required by Section 11.5.3, BioAtla shall have the first right, but not the obligation, to prepare, file, prosecute, defend in any oppositions or post-grant proceedings, and maintain all BioAtla Patents except for the BioAtla Program Product Patents and Joint Patents (collectively, the “BioAtla Prosecuted Patents”). If BioAtla decides not to prepare, file, prosecute, defend in an opposition or post-grant proceeding, or maintain a BioAtla Prosecuted Patent for which it is responsible as provided in this Section 11.5 in a country or other jurisdiction in the Territory, BioAtla shall provide reasonable prior written notice to Context of such intention. Context shall thereupon have the right, but not the obligation, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, defense, and maintenance of such Patents at its expense in such country or other jurisdiction. In the event Context assumes such control, within [***] days BioAtla shall promptly deliver to Context or its designee copies of all necessary files related to such Patent and take all actions and execute all documents reasonably necessary for Context to assume such control.

The Parties agree to cooperate fully (and BioAtla agrees to [***]) in the preparation, filing, prosecution, defense in oppositions or post-grant proceedings, and maintenance of the BioAtla Patents (including the BioAtla Program Product Patents) and Joint Patents and to promptly inform one another of any matters coming to their attention that may materially affect such activities. With respect to the matters subject to this Section 11.5, each Party shall provide the other Party: (x) with a copy of all material communications to and from any patent authority in the Territory, and by providing the other Party with drafts of any material filings or responses to be made to such patent authorities in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for the other Party to review and comment thereon; and (y) shall promptly inform the other Party of any adversarial patent office proceeding or sua sponte filing, including a request for, or filing or declaration of, any opposition, reexamination or other post-grant challenges or proceedings relating to such applicable Patents in the Territory. The Parties shall execute all papers and instruments, or require their employees or contractors to execute such papers and instruments, so as to (i) effect the ownership of Intellectual Property Rights set forth in this Section 11; (ii) enable the other Party to apply for and to prosecute Patent applications in the Territory; (iii) obtain and maintain any Patent term extensions, supplementary protection certificates, and the like with respect to such Patents in the Territory; and (iv) provide assistance necessary for registering any license, transfer or assignment with applicable governmental authorities, in each case ((i), (ii), (iii), and (iv)) to the extent provided for in this Agreement. Neither Party shall settle, compromise or withdraw from such claim, opposition or proceeding for which it is responsible as provided in this Section 11.5 without the prior written consent of BioAtla, which consent shall not be unreasonably withheld or delayed.

BioAtla Program Product Patents. With respect to any BioAtla Patent, upon Context’s reasonable written request, BioAtla will file a U.S. regular continuation, continuation-in-part, divisional or foreign equivalent of such BioAtla Patent seeking issuance of a BioAtla Program Product Patent therefrom. Such regular, continuation, continuation-in-part, divisional or foreign equivalent thereof shall be deemed a BioAtla Program Product Patent.

Patent Listing. As between the Parties, Context will have the sole right, but not the obligation, to submit to all applicable Regulatory Authorities patent information pertaining to each applicable Program Product pursuant to 21 U.S.C. § 355(b)(1)(G), any similar statutory or regulatory requirement enacted in the future, or any similar statutory or regulatory requirement in any non-U.S. country or other regulatory jurisdiction.

Patent Term Extension. Context shall have the sole right, but not the obligation, to seek, at its cost, in BioAtla’s name if so required, Patent term extensions, including any supplementary protection certificates and the like available under Applicable Laws for the BioAtla Program Product Patents in the Field in the Territory; provided, however that Context will not seek to extend the term of a BioAtla Patent that is not a BioAtla Program Product Patent or Joint Patent without BioAtla’s prior written consent (but, for clarity, such consent shall not be required with respect to BioAtla Program Product Patents). BioAtla will not seek Patent term extensions, including any supplementary protection certificates and the like available under Applicable Laws, based on a Program Product. Context will keep BioAtla reasonably informed of its efforts to obtain such extensions. BioAtla shall reasonably cooperate in connection with all such activities. Context, its agents and attorneys will give due consideration to all suggestions and comments of BioAtla regarding any such activities, including the choice of which applicable Patent to apply term extensions to, but in the event of a disagreement between the Parties, Context shall have the final decision-making authority.

CREATE Act. Notwithstanding anything to the contrary in this Article 11, neither Party will have the right to make an election under the CREATE Act when exercising its rights under this Article 11 without the prior written consent of the other Party, which will not be unreasonably withheld, conditioned or delayed. With respect to any such permitted election, the Parties will use reasonable efforts to cooperate and coordinate their activities with respect to any

Unitary Patent System. Context will have the exclusive right to opt-in or opt-out of the EU Unitary Patent System solely for all BioAtla Program Product Patents. For clarity, “to opt-in or opt-out” refers to both the right to have or have not a European patent application or an issued European patent registered to have unitary effect within the meaning of Regulation (EU) No 1257/2012 of December 17, 2012 as well as the Agreement on a Unified Patent Court as of February 19, 2013; and to the right to opt-in or opt-out from the exclusive competence of the Unified Patent Court in accordance with Article 83 (3) of that Agreement on a Unified Patent Court. Without limiting the generality of the foregoing, unless a Party or its Affiliate has expressly opted in to the EU Unitary Patent System with respect to a given Patent, the other Party will not initiate any action under the EU Unitary Patent System without such Party’s prior written approval, such approval to be granted or withheld in such Party’s sole discretion.

FORCE MAJEURE

If the performance of any obligation under this Agreement is prevented, restricted or interfered with by reason of any Force Majeure event (other than delays or non-performance by a Party as and to the extent caused by the intentional act or omission of such Party or an obligation for the payment of money), then the Party so affected shall be excused, upon giving written notice to the other Party within [***] days of such Force Majeure event, from such performance to the extent of such prevention, restriction or interference and such non-performance shall not be considered a default or breach of this Agreement, provided that the Party so affected shall use Commercially Reasonable Efforts to avoid or mitigate such causes of non-performance and shall continue performance to the extent reasonably possible and, in any event, at such time as the Force Majeure conditions come to an end. Written notice provided in accordance with this Section 12.1 shall state the nature of the event, its anticipated duration and any action being taken to avoid or minimize its effect.

If the Force Majeure conditions prevent performance completely and such prevention continues for more than [***] days, then the Parties shall meet to discuss the anticipated duration of any further delay and any amendments to this Agreement proposed by a Party in good faith in light of the anticipated duration of any further delay.

ASSIGNMENT

Neither Party may assign, sell, transfer, delegate, pledge or otherwise dispose of its rights or obligations under this Agreement, in part or in whole to a Third Party, without the prior written consent of the other Party; provided that notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement without the consent of the other Party to an Affiliate; provided that such Party shall remain liable for the performance by its Affiliate(s) of such Party’s obligations hereunder. Either Party may also, without such consent, assign its rights and obligations under this Agreement in connection with a merger, consolidation or sale of all or substantially all of the assets or business to which this Agreement relates provided that the assignee agrees in writing to be bound by the terms of this Agreement. Any purported assignment in violation of this Section shall be null and void. For the avoidance of any doubt, Context may delegate its rights and obligations under this Agreement to any of its Affiliates in order to carry out activities contemplated by this Agreement; it being understood that Context shall remain liable for the performance by any such Affiliate(s) of its obligations hereunder and nothing herein shall discharge Context from performing its obligations under this Agreement.

TERM AND TERMINATION

This Agreement shall become effective on the Effective Date and, subject to Sections 14.2 and 14.3, shall continue in full force and effect on a country-by-country and Program Product-by-Program Product basis until the expiration of the Royalty Term for such Program Product in each such country in the Territory (the “Term”). After expiration of the Term on a Program Product and country-by-country basis, the rights and licenses granted by BioAtla to Context under Section 2.1 to Exploit such Program Product in the Field in such country shall convert to an irrevocable, exclusive, royalty-free, fully paid-up, non-terminable right and license, with the right to grant sublicenses (through multiple tiers).

This Agreement may be terminated at any time by either Party on written notice if:

the other Party is in material breach of any obligations, terms or conditions hereunder and, in the case of a breach capable of remedy, it shall not have been remedied by the defaulting Party within [***] days of written notice specifying the breach and requiring its remedy; provided, however, that if (a) the relevant breach is curable, but not reasonably curable within [***] days, and (b) the breaching Party is making a bona fide effort to cure such breach, the breaching Party shall have an additional [***] days to cure such breach. For clarity, a material breach by [***]; or

if the other Party (a) voluntarily commences any action or seeks any relief regarding its liquidation or dissolution under any bankruptcy or insolvency or similar law, (b) proposes a written agreement of composition or extension of its debts, or (c) admits in writing its inability generally to meet its obligations as they fall due in the general course; or

if a proceeding is commenced or an order, judgement or decree is entered seeking the liquidation, reorganization, dissolution or similar act or any other relief under any bankruptcy, insolvency or similar law against the other Party, without its consent, which continues un-dismissed or un-stayed for a period of [***] days.

BioAtla may terminate this Agreement upon written notice to Context for an Abandonment in accordance with Section 5.3.

Context may terminate this Agreement for any or no reason by providing BioAtla with [***] days prior written notice.

If the breaching Party has a bona fide dispute as to whether such breach occurred or has been cured, it will so notify the non-breaching Party during the [***] day notice period, and the expiration of such period shall be tolled until such dispute is resolved pursuant to Section 17. Upon a determination of breach or failure to cure, the breaching Party may have the remainder of the notice period to cure such breach. If such breach is not cured within such notice period, then absent withdrawal of the non-breaching Party’s request for termination, this Agreement shall terminate in its entirety.

RIGHTS ON TERMINATION

Any provisions required for the interpretation or enforcement of this Agreement shall survive the expiration or termination of this Agreement. Expiration or termination of this Agreement shall not relieve any Party of any obligations that are expressly indicated to survive expiration or termination and shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such termination or expiration. For the avoidance of doubt, the provisions of Sections 1, 4.2-4.10 (inclusive, solely to the extent the payments set forth therein have accrued

In the event of termination of this Agreement by Context pursuant to Section 14.4 or by BioAtla pursuant to Section 14.2 or 14.3:

Subject to Context’s right to sell remaining inventory as described herein, all rights and licenses granted by the Parties hereunder shall terminate on the effective date of expiration or termination of this Agreement. In the event of termination by Context, from and after the effective date of expiration or termination of this Agreement and for a period of [***] months, notwithstanding anything contained herein to the contrary, Context shall be permitted, on a non-exclusive basis, to continue distributing, marketing and selling remaining inventory of Program Products held by Context; provided, that Context shall continue to be obligated to pay BioAtla in respect of such Program Products in accordance with Section 4 during such time period.

All Sublicenses shall terminate; provided, however, that if a Sublicensee is in compliance in all material respects with the terms of its Sublicense in effect on the date of termination, all rights and licenses of such Sublicensee existing at the time of termination shall, at Sublicensee’s request, survive, provided that such Sublicensee, at BioAtla’s request enters into a written license agreement with BioAtla on the same terms and conditions as are set forth in this Agreement.

Context shall:

negotiate with BioAtla to grant BioAtla, solely for the Exploitation of Licensed Antibodies (and corresponding Program Products) an exclusive as to Patents and non-exclusive as to Know-How, royalty-based license, with the right to grant multiple tiers of sublicenses, under any Intellectual Property Rights Controlled by Context, its Affiliates and its Sublicensees necessary or useful for, and actually used and applied prior to or as of the date of such termination, for the development and commercialization of the Program Products in the Field in the Territory, provided that: (1) the foregoing license shall exclude any license or other rights with respect to any active ingredient or delivery device that is not the applicable Licensed Antibody unless the Program Product has been granted Regulatory Approval for use in combination with such other active ingredient in which case the license will include a license to the Intellectual Property Rights Controlled by Context, its Affiliates or Sublicensees necessary to allow BioAtla to continue to commercialize such Program Products for use in such combination; and (2) BioAtla shall be solely responsible for any payments (including royalties, milestones and other amounts) payable to Third Parties in respect of Third Party Intellectual Property Rights relating to the Program Products, insofar as such payments relate to the Intellectual Property Rights of Context, its Affiliates or their Sublicensees that are the subject of the license in this Section 15.2b; and (3) each of BioAtla and Context shall negotiate the applicable royalty rates and milestone payments for such license in good faith;

where permitted by Applicable Law, transfer to BioAtla all right, title, and interest in all Regulatory Submissions and Regulatory Approvals then Controlled by Context, its Affiliates or their Sublicensees and solely related to the Program Products, and provide to BioAtla copies of all such Regulatory Submissions and Regulatory Approvals including correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority), all supporting documents with respect thereto, including all regulatory drug lists, advertising and promotional documents, adverse event files, complaint files, and clinical data and other data contained or relied upon in any of the foregoing;

notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in subparagraph (ii) above;

Context shall assign to BioAtla all Context Trade Marks that are being used exclusively in relation to the Program Products;

unless otherwise required by Applicable Law, at BioAtla’s election, Context shall transfer control to BioAtla of all clinical studies with respect to the Program Products and Context shall continue to conduct such studies, at BioAtla’s cost (including the FTE costs of Context employees and all Third-Party costs and expenses Context may incur), for up to [***] months to enable such transfer to be completed without interruption of any such clinical study; provided that (1) BioAtla shall not have any obligation to continue any clinical study except if required by Applicable Law, and (2) with respect to any clinical study for which such transfer would be inconsistent with Applicable Law, Context and BioAtla shall, at either Party’s request, negotiate terms pursuant to which Context would continue to conduct or wind down such clinical study, at BioAtla’s cost (including the FTE costs of Context employees and all Third-Party costs and expenses Context may incur); provided, that BioAtla shall be solely responsible for all reasonable costs, expenses and/or liabilities that may arise from Third-Parties in connection with such clinical studies; and

the Parties shall negotiate in good faith the terms and conditions of a written transition agreement (“Transition Agreement”) pursuant to which they will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to BioAtla as reasonably necessary for BioAtla to exercise its licenses pursuant to Section 15.2b. Such Transition Agreement shall include provisions to ensure the transfer to BioAtla, or a Third Party nominated by BioAtla, of the manufacturing process then being used by or on behalf of Context to make the Program Products.

In the event of termination of this Agreement by Context pursuant to Section 14.2:

Sections 15.2a and 15.2b shall apply;

all rights and obligations of the Parties under this Agreement as of the effective date of termination shall terminate (including those pursuant to Article 4 other than payment obligations accrued on or before the effective date of termination), except that Section 15.1 (including the sections set forth therein) shall continue to survive; and

each Party shall promptly return all Confidential Information and proprietary materials of the other Party that are not subject to a continuing license hereunder; provided, that each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

If Context has the right to terminate this Agreement pursuant to Section 14.2 (after giving effect to the cure period set forth in Section 14.2.1 and any tolling, if applicable, pursuant Section 14.5), then in lieu of Context terminating this Agreement pursuant to Section 14.2, Context shall have the right to elect, by providing written notice to BioAtla, to have this Agreement continue in full force and effect, provided that (a) all licenses granted by BioAtla under this Agreement shall survive but shall become irrevocable and perpetual, (b) all Development Milestone Payments and Sales Milestone Payments in Section 4.2 and royalty payments in Section 4.3 shall be reduced by [***] percent ([***]%), with any applicable payment step-downs set forth in Section 4.4 to be additionally applied against such reduced amounts provided that the floor thereof pursuant to Section 4.4.5 shall be proportionally reduced, and (c) Context may elect to no longer provide the reports required pursuant to Section 5.2.

NOTICES

All notices and other communications in connection with this Agreement shall be in writing and shall be sent to the respective Parties at the following addresses, or to such other addresses as may be designated by the Parties in writing from time to time in accordance with this Section 16.1, by registered or certified mail, postage prepaid, or by express courier service, service fee prepaid. A copy of such notices and communications shall be sent to the respective Parties by email, to the following email addresses, or to such other email addresses as may be designated by the Parties in writing from time to time.

To BioAtla:

BioAtla, Inc.

11085 Torreyana Road,

San Diego, CA 92121

Attention: Chief Executive Officer

With a copy (which shall not constitute notice) to:

Orrick, Herrington & Sutcliffe LLP

2100 Pennsylvania Avenue, N.W.

Washington, D.C. 20037

Attention: David Schulman

Email: dschulman@orrick.com

Context Therapeutics Inc.

2001 Market Street, Suite 3915, Unit #15,

Philadelphia, PA 19103

Attention: Chief Executive Officer

With a copy to:

Context Therapeutics Inc.

2001 Market Street, Suite 3915, Unit #15,

Philadelphia, PA 19103

Attention: Chief Legal Officer

With a further copy (which shall not constitute notice) to:

Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10018

Attention: Erini R. Svokos; Sarah Stoiber

Email: Esvokos@goodwinlaw.com;

Sstoiber@goodwinlaw.com

DISPUTE RESOLUTION

If any dispute arises between the Parties in regard to any aspect of this Agreement or the termination or purported termination of this Agreement, the Parties agree to attempt to resolve the matter amicably. If the Parties are unable to find a resolution within thirty (30) days from the notice of a dispute, then each Party shall refer the dispute to their respective senior officers. The Parties shall then have a further thirty (30) days to resolve the dispute. Any final decision mutually agreed by the senior officers shall be conclusive and binding on the Parties. If the Parties cannot resolve any dispute pursuant to this Section 17.1, either Party may seek to resolve the dispute in accordance with Section 17.2.

If any dispute is not resolved as provided in the preceding paragraph, whether before or after termination of this Agreement, it shall be referred to and finally resolved by binding arbitration under the American Arbitration Association (“AAA”) Arbitration Rules, which Rules are deemed to be incorporated by reference into this Section 17. The number of arbitrators shall be one if the Parties can jointly select a single arbitrator. If, within thirty (30) days following the date upon which a claim is received by the respondent, the Parties cannot agree on a single arbitrator, the number of arbitrators will be three determined as follows: one arbitrator will be appointed by each Party and the third arbitrator will be appointed by the two Party-appointed arbitrators. If either Party fails to select an arbitrator, or if the Party-appointed arbitrators cannot agree on a third arbitrator within sixty (60) days of the respondent receiving the claim, such arbitrator will be appointed by the AAA, according to its Rules. The seat, or legal place, of arbitration shall be New York, New York. The language to be used in the arbitration shall be English. Notwithstanding the provisions of this Section 17.2: (a) each Party shall have the right to seek interim, preliminary or provisional relief, including injunctive relief or other equitable relief in any court of competent jurisdiction as such Party deems necessary to preserve its rights and to protect its interests and to enforce any arbitral award in any court of competent jurisdiction, and (b) any dispute in respect of the validity of Intellectual Property Rights shall not be subject to this Section 17.2, but shall be determined by the national court of the country in which such Intellectual Property Right exists.

GOVERNING LAW & JURISDICTION

All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, construed exclusively in accordance with, and enforced in accordance with the laws of the State of New York without reference to conflicts of laws principles. Notwithstanding the foregoing, any disputes under this Agreement concerning the scope, validity, enforceability, or infringement of a Patent shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be.

GENERAL

This Agreement together with its Schedules contains the entire agreement between the Parties and supersedes all previous agreements and understandings between them in respect of the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between the Parties hereto relating to the subject matter of this Agreement which are not fully expressed herein. No amendment, change, modification, extension, termination or waiver of this Agreement, or any of the provisions herein contained, shall be valid unless made in writing and signed by duly authorized representatives of the Parties hereto.

The waiver by either Party hereto of any right hereunder or the failure to perform, or of a breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise. Any such waiver shall not be effective unless set forth in writing duly executed by or on behalf of the Party providing such waiver.

Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof and without affecting the validity or enforceability of any of the terms of this Agreement in any other jurisdiction and, in lieu of such invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such invalid, or unenforceable provision as may be possible and reasonably acceptable to the Parties.

Except as provided in Section 8, this Agreement shall be binding upon and inure solely to the benefit of the Parties and each Party’s respective heirs, successors, permitted assigns and representatives, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy hereunder.

It is expressly agreed that BioAtla and Context shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture, or agency, including for all tax purposes. Each Party acknowledges and agrees that such Party is not authorized to, and shall not, incur any liability for which the other Party may become directly, indirectly or contingently liable, nor shall it, except as explicitly provided in this Agreement, hold themselves out as having authority to represent or act on behalf of the other Party in any capacity whatsoever, nor shall the relationship between the Parties be construed as a co-partnership, joint venture or principal-agent relationship.

Notwithstanding anything contained in this Agreement to the contrary, in the event of any actual or threatened breach of any of the covenants or agreements in this Agreement, the Party who is or is to be thereby aggrieved shall have the right of specific performance and injunctive relief giving effect to its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity. The Parties agree that any such breach or threatened breach may cause irreparable injury, that the remedies at law for any such breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived.

Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents, and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof, or to better assure and confirm unto such other Party its rights and remedies under this Agreement.

Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that this Agreement has been prepared jointly and shall not be strictly construed against either Party. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and may be delivered to the other Party by facsimile or electronic transmission thereof and such electronic signatures shall be deemed to bind each Party hereto as if they were original signatures.

On January 1, 2020, BioAtla and Himalaya entered into the Amended and Restated Exclusive Rights Agreement (the “ERA”). Pursuant to the ERA, Himalaya controls rights to develop, manufacture and commercialize BA3362 and [***] (each of BA 3362 and [***], the “Licensed Antibodies”) in the Territory (as defined in the ERA).

BioAtla desires to grant to Context Therapeutics Inc. (“Context”) an exclusive, worldwide license to exploit the Licensed Antibodies.

Pursuant to Section 7.9 of the ERA, BioAtla and Himalaya have reviewed the terms pursuant to which BioAtla proposes to grant such exclusive global license of the Licensed Antibodies to Context, a copy of which is attached hereto as Exhibit A (the “Context License Agreement”).

In order to enable BioAtla to grant a global license on the terms set forth in the Context License Agreement, BioAtla and Himalaya agree to the terms and conditions set forth in this Global Transaction Agreement.

BioAtla, Inc., a Delaware corporation, with its principal place of business at 11085 Torreyana Road, San Diego, CA 92121 (“BioAtla”);

Context Therapeutics Inc., a Delaware corporation, with its principal place of business at 2001 Market Street, Suite 3915, Unit #15, Philadelphia, PA 19103 (“Context”).

DEFINITIONS AND INTERPRETATION

The words and expressions set out below shall have the following meanings when used in this Agreement (including the recitals):

“AAA”

“Abandonment”

“Accounting Standards”

“Acquired Affiliates”

“Acquisition Transaction”

“Affiliate”

“Agreement”

“Annual Net Sales”

“Applicable Laws”

“Bankruptcy Code”

“Bankrupt Party”

“BioAtla”

“BioAtla Additional Intellectual Property”

“BioAtla Indemnitees”

“BioAtla Intellectual Property”

“BioAtla Know-How”

“BioAtla Patents”

“BioAlta Program Product Patents”

“BioAtla Prosecuted Patent”

“Biosimilar Product”

“Blocking 3^rd Party IP”

“Business Day”

“Calendar Quarter”

“Calendar Year”

“Change of Control”

“Commercially Reasonable Efforts”

“Competitive Infringement”

“Confidential Information”

“Context”

“Context Indemnitees”

“Context Trade Marks”

“Control”

“Cover” or “Covers”

“Debarred Entity”

“Development Milestone Event”

“Development Milestone Payment”

“Distracting Product”

“Distributor”

“Divest”

“Effective Date”

“EMA”

“ERA”

“Existing CDA”

“Exploit”

“FDA”

“FD&C Act”

“Field”

“First Commercial Sale”

“Force Majeure”

“Global Transaction Agreement”

“GLP Toxicology Study”

“Himalaya”

“Improvements”

“IND”

“Indemnified Party”

“Indication”

“Indirect Taxes”

“Intellectual Property Rights”

“Inventions”

“IRA Subject Product”

“Joint Intellectual Property Rights”

“Joint Know-How”

“Joint Patent”

“Knowledge”

“Know-How”

“Litigation Conditions”

“Licensed Antibodies”

“Losses”

“Major European Market”

“Milestones”

“Net Sales”

“A” is the gross invoice price in such country during the period to which the Net Sales calculation relates of the Program Product comprising the applicable Licensed Antibody as the sole therapeutically active ingredient; and

“B” is the gross invoice price in such country during the period to which the Net Sales calculation relates of the other therapeutically active ingredients contained in the Combination Product.

If “A” or “B” cannot be determined by reference to non-Combination Product sales as described above, then Net Sales will be calculated as above, but the gross invoice price in the above equation shall be determined by mutual agreement reached in good faith by the Parties prior to the end of the accounting period in question based on an equitable

“Net Sales Report”

“Non-Bankrupt Party”

“Party”

“Patent”

“Patent Committee”

“Person”

“Phase I”

“Phase II”

“Phase III”

“Pre-Existing Affiliate”

“Program”

“Program Product”

“Publishing Notice”

“Publishing Party”

“Regulatory Approval”

“Regulatory Authorities”

“Regulatory Exclusivity”

“Regulatory Submissions”

“Royalty Term”

“Sales Milestone Event”

“Sales Milestone Payment”

“Sublicensee”

“Tangible Materials”

“Target 1”

“Target 2”

“Targets”

“Term”

“Territory”

“Third Party”

“Third-Party Infringement Claim”

“Third Party Payments”

“Transition Agreement”

“Valid Claim”

“Withholding Amount”

“Withholding Party”

In this Agreement, unless the context requires otherwise:

references to Sections and Schedules are to Sections of and Schedules to this Agreement;

references to the singular shall include the plural and vice versa;

the Schedules will have the same force and effect as if expressly set out in the body of this Agreement;

headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;

the words “including” or “includes” mean “including (or includes) without limitation”;

reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;

when any number of days is prescribed in any document, the time period shall start on the next Business Day after the occurrence of the specified event. If the last day does not fall on a Business Day, then the last day shall be the next succeeding day which is a Business Day; and

all references to “Dollars” or “$” shall be deemed to be references to the lawful currency of the United States.

GRANT OF RIGHTS

License to Context. Subject to the terms and conditions hereunder, BioAtla hereby grants Context an exclusive license (exclusive even as to BioAtla and its Affiliates), sublicensable (with right of sublicense through multiple tiers), under the BioAtla Intellectual Property solely for the Exploitation of the Licensed Antibodies and Program Products in the Field in the Territory (collectively, the “License”). For clarity, the License includes a sublicense under the Intellectual Property Rights licensed to BioAtla by Himalaya under the ERA and Global Transaction Agreement that are necessary or reasonably useful to research, develop, make, have made, use, sell, have sold, import, offer for sale or otherwise Exploit a Licensed Antibody or Program Product in the Field in the Territory.

Sublicenses. Context will have the right to grant sublicenses (through multiple tiers) to its Affiliates and Third Parties of any and all rights granted to Context pursuant to Section 2.1. Context will provide BioAtla with a copy of each agreement containing any such sublicense (other than agreements with subcontractors engaged to perform activities under this Agreement, in each case subject to Section 2.3, and other than Agreements with Affiliates) within [***] days following execution, with no more than reasonable redactions that will enable BioAtla to reasonably monitor compliance with the terms and conditions of this Agreement. Any such sublicense shall be consistent with the terms of this Agreement and will include (a) confidentiality, non-disclosure and non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement, and (b) patent prosecution and enforcement provisions which are consistent with BioAtla’s rights in Sections 11.3 and 11.5. Context shall require that each Sublicensee complies with such terms specified in the preceding sentence. No sublicense will diminish, reduce or eliminate any obligation of Context under this Agreement, and Context will remain responsible for its obligations under this Agreement and will be responsible for the performance of the relevant Sublicensee as if such Sublicensee were the Party hereunder (including, without limitation, reporting obligations imposed upon Context in accordance with this Agreement).

Subcontracting. Subject to this Section 2.3, Context and its Affiliates and Sublicensees may subcontract any of its responsibilities under this Agreement. Context is responsible for the performance of all such subcontractors and for the compliance by such subcontractor with the applicable terms and conditions of this Agreement.

Cooperation. Each Party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested by the other Party from time to time in order to carry out, give effect to or confirm the rights granted under Section 2.

License Rights. Neither Party grants to the other Party any right or license to use any of its Intellectual Property Rights, Know-How or other confidential and/or proprietary information, materials or technology, or to practice any of its Patents or trade marks, except as expressly set forth in this Agreement.

Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by a Party to the other are and will otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that the Parties will retain and may fully exercise all of their rights and elections under the Bankruptcy Code and any foreign equivalent thereto. The Parties further agree that if (x) a bankruptcy proceeding by or against a Party (the “Bankrupt Party”) is commenced under the Bankruptcy Code, (y) this Agreement is rejected as provided in the Bankruptcy Code, and (z) the other Party (the “Non-Bankrupt Party”) elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, the Non-Bankrupt Party will be entitled to a complete duplicate of, and complete access to (as the Non-Bankrupt Party deems appropriate), all such intellectual property and all embodiments of such intellectual property. Upon such occurrence, such intellectual property and all embodiments of such intellectual property will be promptly delivered to the Non-Bankrupt Party. The Bankrupt Party

Exclusivity.

Subject to Sections 2.7.2 and 2.7.3, during the Term, neither BioAtla nor any of its Affiliates will work independently or for or with any Third Party (including the grant of any license to any Third Party) with respect to the Exploitation of any [***] antibody specifically directed against Target 1.

If there is a Change of Control involving BioAtla, the obligations of Section 2.7.1 will not apply to (and BioAtla’s acquirer and its respective Affiliate(s) (other than BioAtla and its Preexisting Affiliates) will not be in violation of Section 2.7.1 based on) any program of the relevant acquirer or its Affiliates (other than BioAtla and its Preexisting Affiliates); provided that (a) BioAtla and its Preexisting Affiliates, on the one hand, and the acquirer and its Affiliates (other than BioAtla and its Preexisting Affiliates), on the other hand, establish and enforce internal processes, policies, procedures and systems designed to segregate information relating to any such program from any Confidential Information related to the applicable Licensed Antibodies and Program Products under this Agreement, (b) the acquirer and its Affiliates (other than BioAtla and its Preexisting Affiliates) do not use, directly or indirectly, any Patents, Know-How or Confidential Information of BioAtla (including any Patents, Know-How or Confidential Information licensed or acquired from Context under this Agreement) in such program, and (c) no personnel who were employees or consultants of BioAtla or its Preexisting Affiliates at any time prior to or after the Change of Control will conduct any activities under such program.

Notwithstanding the provisions of Section 2.7.1, if BioAtla or any of its Affiliates acquires rights to research, develop, manufacture, or commercialize a product in the Field as the result of a merger, acquisition or combination with or of a Third Party other than a Change of Control of such Party (each, an “Acquisition Transaction”) and, on the date of the closing of such Acquisition Transaction, such product is being researched, developed, manufactured or commercialized and such activities would, but for the provisions of this Section 2.7.3, constitute a breach of Section 2.7.1 (such product, a “Distracting Product”), BioAtla or such Affiliate will, within [***] days after the closing of such Acquisition Transaction notify Context in writing of such acquisition and either:

request that such Distracting Product be included in this Agreement on terms to be negotiated, in which case, the Parties will discuss the matter in good faith for a period of no less than [***] days (or such longer period as may be agreed by the Parties) and, if unable to reach agreement on the terms on which such Distracting Product would be included hereunder within such period, BioAtla will elect to take the action specified in either clause (b) or (c) below; provided that the time periods specified in such clauses will be tolled for so long as the Parties are engaged in discussion under this clause (a);

notify Context in writing that BioAtla or its Affiliate will Divest its rights to such Distracting Product, in which case, within [***] (or such longer period as may be agreed by the Parties) after the closing of the Acquisition Transaction, BioAtla or its Affiliate will Divest such Distracting Product, giving due consideration to ethical concerns and requirements under Applicable Law; or

notify Context in writing that it is ceasing all such research, development and commercialization activities with respect to the Distracting Product, in which case, within [***] days (or such longer period as may be agreed by the Parties) after Context’s receipt of such notice, BioAtla and its Affiliates will cease all such activities, giving due consideration to ethical concerns and requirements under Applicable Law.

PATENT COMMITTEE; TECHNOLOGY TRANSFER; REGULATORY ACTIVITIES

Patent Committee. Within [***] days after the Effective Date, the Parties will form a committee (the “Patent Committee”), composed of an equal number of, but up to two (2), representatives from each Party. The Patent Committee will meet during the Term in person or by means of telephone or video conference at least once each [***]. Each Party may replace its representatives on the Patent Committee at any time by providing notice in writing to the other Party. The Patent Committee will have no decision-making authority, but will act as a discussion forum between the Parties. In addition, each Party may invite a reasonable number of additional subject matter experts or relevant personnel of such Party to participate in discussions and meetings of the Patent Committee. Each Party’s representatives on the Patent Committee and all other individuals attending or participating in discussions and meetings of the Patent Committee on behalf of a Party will be bound under written confidentiality and non-use obligations with respect to information disclosed at such meeting that are no less restrictive than the provisions of Section 10.

Transfer of Regulatory Approvals and Regulatory Submissions. Within [***] days following the Effective Date, BioAtla shall transfer ownership to Context of any and all Regulatory Submissions and Regulatory Approvals for the Program Products in the Field in the Territory (and transfer all related correspondence to and from such Regulatory Authorities), and thereafter Context (or its designee) shall file and hold title to all Regulatory Submissions and Regulatory Approvals and supplements thereto relating to the Program Products in the Field in the Territory. In the event of failure to assign such Regulatory Submissions and Regulatory Approvals to Context as required by this Section 3.1, BioAtla hereby consents and grants to Context the right to access and reference (without any further action required on the part of BioAtla, whose authorization to file this consent with any Regulatory Authority is hereby granted) any such Regulatory Submissions and Regulatory Approvals for the purposes of developing and commercializing the Program Products in the Field in the Territory.

Additional Context Regulatory Obligations. As of the Effective Date, as between the Parties, Context will be responsible for (a) determining the regulatory plans and strategies for the Program Products, (b) either itself or through its Affiliates or Sublicensees, making all Regulatory Submissions with respect to the Program Products, and (c) making, obtaining and maintaining Regulatory Submissions and Regulatory Approvals.

Cooperation. BioAtla shall provide reasonably required documents (to the extent in the possession or Control of BioAtla) to Context for use in making Regulatory Submissions to Regulatory Authorities for the Program Products in the Field in the Territory and maintaining such Regulatory Approvals; provided that any out-of-pocket expenses incurred by BioAtla in connection with such assistance shall be borne by Context.

Safety Concerns. Each Party will, as soon as practicable (but within [***] days) after such Party’s knowledge and internal evaluation thereof, (i) notify the other Party of any safety concern that such Party becomes aware of that is attributable to a Licensed Antibody or any component or fragment thereof (and will provide the other Party with any relevant documents or information related thereto in such Party’s possession or control), and (ii) provide the other Party with any press release or other public statement disclosing any safety concern or other material safety issue attributable to a Licensed Antibody or any component or fragment thereof at least [***] hours prior to the issuance thereof.

BioAtla Intellectual Property and Materials Transfer.

Initial Transfer. Within a reasonable time not to exceed [***] Business Days following the Effective Date, BioAtla will disclose to Context true, accurate and complete copies of all BioAtla Intellectual Property, in each case to the extent developed on or prior to the Effective Date and in its current (electronic or other) format as Context may reasonably request (including by download of digital files to a secure website or e-room designated and controlled by Context, or transfer of hard copies of any documents not in electronic format).

Additional Transfer. During the Term, in the event that Context reasonably believes additional BioAtla Know-How is necessary for the continued Exploitation of the Licensed Antibodies or Program Products, Context may reasonably request a copy of such additional BioAtla Know-How from BioAtla. BioAtla will transfer to Context a copy of such additional BioAtla Know-How, including any documentation (whether held in paper or electronic format) or similar removable media.

Material Transfer. Within a reasonable time not to exceed [***] Business Days from the Effective Date, BioAtla will furnish to Context any tangible materials Controlled by BioAtla that exclusively relate to or embody the Program Products, including all [***], as set out in Schedule 3.6.3 (“Tangible Materials”). Context acknowledges and accepts that any Tangible Materials provided by BioAtla under this Agreement are provided in their condition and form as at the Effective Date (provided, BioAtla shall remain responsible and liable for any defects to such Tangible Materials reasonably demonstrated to have been in existence as at the Effective Date). Subject to Article 7, BioAtla gives no warranty or representation as to the suitability of such Tangible Materials for any given purpose.

Consulting Support. BioAtla will make appropriate personnel (directly, or through an Affiliate) available to Context upon reasonable prior notice for the purpose of assisting Context to understand and use the BioAtla Intellectual Property for the Program Products, provided that BioAtla’s obligation to provide consulting support in accordance with this Section shall be limited to: (i) the provision of assistance during the first [***] days following the Effective Date, up to a maximum of [***] hours of assistance, all of which shall be at BioAtla’s cost, and (ii) following the expiration of such period and accumulation of such hours, BioAtla shall provide additional assistance at a mutually agreed upon hourly FTE rate (not to exceed what is customary in the industry for similar services) at Context’s cost. BioAtla shall provide to Context copies of all pre-clinical data and results from any and all completed pre-clinical activity for the Program Products or Licensed Antibodies, in electronic form or other mutually agreeable alternate form within [***] days following the Effective Date.

Transfer of Manufacturing Know-How. BioAtla will also provide to Context copies of all relevant manufacturing data or relevant CMC documents in its possession or otherwise Controlled by BioAtla, in electronic form or other mutually agreeable alternate form within [***] Business Days following the Effective Date, and facilitate access to any Third Party subcontractors (such as CMOs or CROs) for access to relevant manufacturing data or documentation in their possession.

FINANCIAL TERMS

Upfront Payments. In consideration for the License granted pursuant to Section 2.1 and the other rights granted by BioAtla under this Agreement, Context hereby agrees to pay BioAtla a non-refundable, non-creditable payment of eleven million dollars ($11,000,000), payable within [***] Business Days of the Effective Date.

Milestones.

Subject to Section 4.4.5 below, Context shall notify BioAtla in writing within [***] days following the occurrence of the development milestone events set out in Table 1 below (each, a “Development Milestone Event”). Concurrently with such notice, Context shall pay BioAtla the applicable milestone payment(s) set forth the table below (each, a “Development Milestone Payment”) which correspond to the Development Milestone Event(s) achieved by Context, its Sublicensees or their respective Affiliates. The Parties understand and agree that each Development Milestone Payment will be made a maximum of one time only upon the first achievement of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved multiple times by the same or a different Program Product.

No.

Development Milestone Event by Context, its
Sublicensees or their respective Affiliates:

Milestone Payment

1

2

3

4

5

6

7

8

9

10

Context shall not be required to pay the Development Milestone Payment corresponding to Development Milestone Event #4 or Development Milestone Events #7-9 unless and until the corresponding Development Milestone Event is achieved, regardless of whether any subsequent Development Milestone Event is achieved; it being understood and agreed that, if Development Milestone Event #7 occurs and Development Milestone Event #4 has not been previously paid, then Development Milestone Event #4 shall be deemed to have been achieved. For example, if Development Milestone Event #5 (or any subsequent Development Milestone Event other than Development Milestone Event #7) is achieved prior to the achievement of Development Milestone Event #4, Context shall not be required to pay Development Milestone Event #4 upon achievement of Development Milestone Event #5 (or such subsequent Development Milestone Event other than Development Milestone Event #7). Subject to Section 4.4.5 below, Context shall notify BioAtla in writing of the achievement of the sales milestones set out in Table 2 below (each, a “Sales Milestone Event”) within [***] days following the end of the Calendar Year in which such Sales Milestone Event is achieved. Concurrently with such notice, Context shall pay BioAtla the applicable milestone payment(s) set forth the table below (each, a “Sales Milestone Payment”) which correspond to the Sales Milestone Event(s) achieved by Context, its Sublicensees or their respective Affiliates. The Parties understand and agree that each Sales Milestone Payment will be made a maximum of one time only upon the first achievement of the corresponding Sales Milestone Event, regardless of whether such Sales Milestone Event is achieved multiple times.

No.

Sales Milestones Achieved by Context, its
Sublicensees or their respective Affiliates:

Sales Milestone Payment

1

2

3

4

5

Royalties. On a country-by-country and Program Product-by-Program Product basis, during the applicable Royalty Term for such Program Product in such country (but subject to Section 4.4 below), Context shall pay BioAtla non-refundable, non-creditable (save in the event of variance identified by audit in accordance with Section 4.7) royalties on Annual Net Sales of such Program Product in such country by Context, its Sublicensees or any of their respective Affiliates basis equal to the following portions of Annual Net Sales multiplied by the applicable royalty rate described below for such portion:

Portion of Annual Net Sales for the Program Product in the
Territory (USD)

Royalty Rate

Portion of Annual Net Sales above zero ($0), up to and including [***] U.S. Dollars ($[***])

Portion of Annual Net Sales above [***] U.S. Dollars ($[***]), up to and including [***] U.S. Dollars ($[***])

Portion of Annual Net Sales above [***] U.S. Dollars ($[***]), up to and including [***] U.S. Dollars ($[***])

Portion of Annual Net Sales above [***] U.S. Dollars ($[***]), up to and including [***] U.S. Dollars ($[***])

Portion of Annual Net Sales above [***] U.S. Dollars ($[***])

Royalty Reductions.

On a Program Product-by-Program Product and country-by-country basis, Context’s royalty obligations to BioAtla under Section 4.3 with respect to such Program Product in such country shall be reduced to [***] ([***]%) of the amounts otherwise payable pursuant to Section 4.3 during any portion of the Royalty Term in which there is not at least one (1) Valid Claim of a BioAtla Patent that Covers such Program Product in such country.

If, before or during the Term, Context determines, in its reasonable judgment, that it is necessary to obtain rights under any Blocking 3^rd Party IP in order to Exploit a Program Product, then Context shall promptly notify BioAtla. In the event a license or acquisition of Blocking 3^rd Party IP was or is obtained, and any royalties, milestones or other payments are paid by Context or its Affiliates or Sublicensees to any Third Party to license or acquire such Blocking 3^rd Party IP (“Third Party Payments”), Context shall have the right to reduce the royalties, milestones and other payments otherwise payable to BioAtla under this Agreement for a given [***] by up to [***] percent ([***]%) of the Third Party Payments made in the applicable [***] (and any remaining amounts may be carried forward and applied as deductions from time to time in accordance with this Section 4.4), subject to Section 4.4.5 below.

On a Program Product-by-Program Product and country-by-country basis, at any time during the Term, (a) one or more Biosimilar Products of such Program Product receives Regulatory Approval in such country and is sold in that country by one or more Third Parties, and (b) on a [***]-by-[***] basis, there is a [***] percent ([***]%) decrease in amounts (as measured by unit volume) invoiced by Context or its Affiliates on sales of the Program Product to Third Party purchasers in such country in any given [***] as compared to the amounts (as measured by unit volume) invoiced by Context or any of its Affiliates on sales of the Program Product during any of one (1) of the [***] immediately preceding Regulatory Approval of such Biosimilar Product, then Context’s royalty obligations to BioAtla under Section 4.3 in respect of that country shall be reduced to [***] percent ([***]%) of the amounts otherwise payable pursuant to Section 4.3 for the remainder of the Term.

On a Program Product-by-Program Product basis, if such Program Product becomes an IRA Subject Product, then Context’s royalty obligations to BioAtla under Section 4.3 in respect of Net Sales in the United States shall be reduced to [***] percent ([***]%) of the amounts otherwise payable pursuant to Section 4.3 for the remainder of the Term. If the Inflation Reduction Act of 2022 is replaced, revised, amended or changes such that the provisions of this Section 4.4.4 are no longer able to be accurately construed but in all such cases the applicable Net Sales associated with the Program Product in the United States are comparably reduced as if the effects of being an IRA Subject Product applied, the principles and intent of this Section 4.4.4, including the reduction set forth herein, shall continue to apply.

In no event will the reductions under Section 4.4.1 through Section 4.4.4 reduce the royalties payable to BioAtla under this Agreement in any [***] by greater than [***] percent ([***]%) in aggregate of the amounts otherwise payable under Section 4.3 (without giving effect to any reductions in Section 4); provided that any deductions not permitted to be made in respect of a given [***] as a result of this Section 4.4.5 shall be carried forward for deduction in respect of royalties for future [***] until fully exhausted.

Payments; Currency Conversion. All payments to either Party under this Agreement shall be made by deposit of Dollars in the requisite amount to such bank account as the receiving Party may from time to time designate by notice to the paying Party. For the purpose of calculating any sums due under, or otherwise reimbursable pursuant to, this Agreement (including the calculation of Net Sales expressed in currencies other than Dollars), a Party shall convert any amount expressed in a foreign currency into Dollar equivalents using its, its Affiliate’s or Sublicensee’s standard conversion methodology consistent with Accounting Standards.

Financial Records. Context shall, and shall cause its Affiliates and Sublicensees to, keep complete, true and accurate books and records in accordance with Accounting Standards pertaining to Net Sales of Program Products, royalties and other sums payable under this Agreement in sufficient detail to calculate all amounts payable hereunder and to verify compliance with its obligations under this Agreement. Such books and records shall be retained by Context and its Affiliates and Sublicensees until the later of (a) [***] years after the end of the Calendar Year to which such books and records pertain, and (b) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Applicable Law.

Audit. At the request of BioAtla, Context shall, and shall cause its Affiliates and Sublicensees to, permit an independent public accounting firm of nationally recognized standing designated by BioAtla and reasonably acceptable to Context, at reasonable times during normal business hours and upon reasonable notice, to audit the relevant reports, statements, books and records maintained pursuant to Section 4.6 to ensure the accuracy of all reports and payments, including Net Sales and royalty calculations, made hereunder. Such examinations may not (a) be conducted more than once with respect to any specific period of time, or (b) be conducted more than once in any twelve (12) month period (other than any year in which a Change of Control of Context occurs, in which year such right may be exercised twice). Prior to conducting such audit, such accounting firm shall agree in writing to such confidentiality terms as Context may reasonably request. Context shall, and shall cause its Affiliates and Sublicensees to, provide reasonable assistance to the accounting firm to enable the accounting firm to carry out such audit. The accounting firm shall disclose to BioAtla only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. In the event that the audit reveals a variance of more than [***] percent ([***]%) from the amounts in the Net Sales Report, Context shall bear the cost of the audit. In the event that the audit reveals a variance of less than [***] percent ([***]%) from the amounts in the Net Sales Report, BioAtla shall bear the cost of the audit. If such audit concludes that (i) additional amounts were owed by Context, Context shall pay the additional amounts, or (ii) excess payments were made by Context, future amounts owed by Context will be reduced by the amount of such excess payments, in either case ((i) or (ii)), within [***] days after the date on which such audit is completed by BioAtla’s designated accounting firm.

No Limitation. For clarity, nothing contained in this Section 4 shall in any way limit a Party’s right to recover damages for breach of this Agreement.

Withholding Taxes. The amounts payable pursuant to this Agreement shall not be reduced on account of any taxes unless required by Applicable Law. Where any sum due to be paid to either Party hereunder is subject to any withholding or similar tax, the Parties shall use their Commercially Reasonable Efforts to do all such acts and things and to sign all such documents as will enable them to take advantage of any applicable double taxation agreement or treaty. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the payor shall remit such withholding or similar tax to the appropriate government authority in a timely manner, deduct the amount paid from the amount due to payee and secure and send to payee the best available evidence of the payment of such withholding or similar tax within [***]([***]) days following that payment. In the event that a government authority retroactively determines that a payment made by a Party to the other pursuant to this Agreement should have been subject to withholding or similar (or to additional withholding or similar) taxes, and such Party (the “Withholding Party”) remits such withholding or similar taxes to the government authority, including any interest and penalties that may be imposed thereon (together with the tax paid, the “Withholding Amount”), the Withholding Party will have the right (a) to offset the Withholding Amount, against future payment obligations of the Withholding Party under this Agreement, (b) to invoice the other Party for the Withholding Amount (which shall be payable by the other Party within [***] ([***]) days of its receipt of such invoice) or (c) to pursue reimbursement by any other available remedy.

Indirect Taxes. All payments are exclusive of value added taxes, sales taxes, consumption taxes and other similar taxes (the “Indirect Taxes”). If any Indirect Taxes are chargeable in respect of any payments, the paying Party shall pay such Indirect Taxes at the applicable rate in respect of such payments following receipt, where applicable, of an Indirect Taxes invoice in the appropriate form issued by the receiving Party in respect of those payments. The Parties shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. If the

DEVELOPMENT AND COMMERCIALIZATION

As between the Parties, Context shall be responsible for using Commercially Reasonable Efforts to develop, seek approval for, and commercialize at least one (1) Program Product for a first Indication (either itself or through its Affiliates and Sublicensees) in the Territory. As between the Parties, Context shall be responsible for all pre-clinical studies and all clinical trials of the Program Products in the Field in the Territory, at Context’s expense.

Context shall keep BioAtla informed as to its progress on developing the Program and Program Products and, without limiting the information to be exchanged between the Parties, no less than [***] per each Calendar Year up until the date of any Regulatory Approval for a Program Product, Context shall provide BioAtla with a written report summarizing its development activities, including [***], in respect of the Program Products in the Field in the Territory in the previous [***] period and a summary of its plans for the development and commercialization of the Program Products, consistent with information Context provides to its shareholders and analysts. Such report shall include a summary of the work completed, a summary of the work in progress, the current schedule of anticipated milestone events and Regulatory Approvals (which such schedule shall be non-binding), and a summary of material interactions with Regulatory Authorities during the prior [***] period. The Parties shall review and discuss such reports as necessary.

If at any time, during the Term of this Agreement, Context fails for a consecutive period comprising at least eight (8) Calendar Quarters to conduct any research or development activities with respect to the Program Products prior to Regulatory Approval in the Territory (other than in connection with any clinical trial hold, advice of any applicable data safety monitoring board, or other action of any Regulatory Authority that prevents, limits or otherwise suspends any such research, development, manufacture, regulatory affairs and commercialization activity, including for safety or CMC issues) (the “Abandonment”), BioAtla may terminate this Agreement upon written notice to Context.

MANUFACTURE

Subject to the terms and conditions of this Agreement, as between the Parties, Context shall be responsible for the manufacture and supply, at its expense, of all requirements of Licensed Antibodies and Program Product for the performance of all development, clinical and commercial activities under this Agreement. Context will use its Commercially Reasonable Efforts to cause Program Products manufactured and supplied by or on behalf of Context pursuant to this Agreement to be manufactured in accordance with GMP, where applicable, and to otherwise comply with Applicable Laws.

As between the Parties, Context shall have the sole right and responsibility to determine and initiate all recalls, market suspensions or market withdrawals that may be necessary and for handling all returns, recalls or withdrawals, order processing, invoicing, collection, distribution, and inventory management with respect to a Program Product in the Field in the Territory.

As between the Parties, Context shall bear all costs relating to all recalls and market withdrawals whether voluntary or requested or required by Applicable Laws or by any Regulatory Authority.

REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other Party as follows:

Context represents, warrants and/or covenants, as the case may be, to BioAtla that Context shall perform its obligations under this Agreement in material compliance with all Applicable Laws.

BioAtla represents and warrants to Context, as of the Effective Date, that:

Schedule 1(b) sets forth a true, complete and correct list of the BioAtla Program Product Patents, and Schedule 1(c) sets forth a true, complete and correct list of the BioAtla Patents;

BioAtla is the sole and exclusive owner of, and has the sole right, title and interest in and to, the BioAtla Intellectual Property, free and clear of all encumbrances that would interfere with Context’s rights; and

neither BioAtla nor any of its Affiliates is a party to any agreement with a Third Party under which BioAtla or any of its Affiliates grants licenses, options or other rights in or to any of the BioAtla Patents;

to the Knowledge of BioAtla, each of the BioAtla Patents properly identifies each and every inventor of the claims thereof as determined in accordance with the Applicable Laws of the jurisdiction in which such BioAtla Patent is issued or patent application is pending;

each Person who has or has had any rights in or to any BioAtla Intellectual Property Rights has assigned by virtue of employment or written assignment its entire right, title and interest in and to such BioAtla Intellectual Property Rights to BioAtla or its Affiliates;

there are no amounts that will be required to be paid to a Third Party that arise out of any agreement to which BioAtla or any of its Affiliates is a party, as a result of the Exploitation of the Licensed Antibodies, Program Products or Tangible Materials (other than amounts owed to manufacturers and CROs for services conducted on behalf of BioAtla in the ordinary course, which such amounts will be paid by BioAtla);

BioAtla has filed and prosecuted patent applications within the BioAtla Patents in good faith and complied with all duties of disclosure with respect thereto;

Neither BioAtla nor any of its Affiliates has granted to any Third Party, including any academic organization or agency, any license, option or other rights to clinically develop or commercialize Licensed Antibodies, or, to the Knowledge of BioAtla, to research, non-clinically develop, or manufacture Licensed Antibodies;

to its Knowledge, as of the Effective Date, the manufacturing, commercialization, selling, marketing and other Exploitation of the Licensed Antibody, Program Products or Tangible Materials in the Territory, will not infringe or misappropriate any Intellectual Property Rights of Third Parties in the Territory (without reference to any safe harbor defenses);

except as set forth on Schedule 7.3(j), to its Knowledge, as of the Effective Date, no licenses or rights in or to any Intellectual Property Rights of Third Parties other than those expressly granted to Context under this Agreement as of the Effective Date, are required for Context to Exploit the Licensed Antibodies, Program Products, or Tangible Materials as contemplated under this Agreement as of the Effective Date in the Field in the Territory;

as of the Effective Date it has not received a claim by a Third Party that the Licensed Antibodies, their manufacturing process, and/or their use or other Exploitation (1) would infringe the Patent rights or misappropriate the Know-How of any Third Party, (2) that a Third Party has any right or interest in or to the BioAtla Intellectual Property Rights, or (3) that any of the BioAtla Patents are invalid or unenforceable;

as of the Effective Date there are no litigation proceedings, investigations or claims of any nature pending against, or to its Knowledge, threatened by or against, BioAtla that may affect fulfilment of the rights and obligations of the Parties under this Agreement;

to the Knowledge of BioAtla, there are no facts that would form the basis for the invalidation or unenforceability of the BioAtla Patents;

neither BioAtla nor any of its Affiliates has initiated or been involved in any proceedings, investigations or claims in which it alleges that any Third Party is or was infringing or misappropriating any BioAtla Intellectual Property Rights;

to the Knowledge of BioAtla, there are no activities by Third Parties that would constitute infringement or misappropriation of the BioAtla Intellectual Property Rights (in the case of pending claims, evaluating them as if issued);

as of the Effective Date, BioAtla has the full right, power and authority to grant the global rights, title and interests under this Agreement to Context, including under the Amended and Restated Exclusive Rights Agreement by and between BioAtla LLC and Himalaya Therapeutics SEZC (“Himalaya”), dated as of January 1, 2020 (the “ERA”);

BioAtla and Himalaya each have the full right, power and authority to, and has obtained all approvals required to, enter into the ERA and Global Transaction Agreement by and between BioAtla and Himalaya, dated as of the Effective Date (the “Global Transaction Agreement”);

neither BioAtla nor any of its Affiliates has entered into any agreement or granted any interest in the BioAtla Intellectual Property Rights that is inconsistent with the terms of this Agreement;

the Licensed Antibodies are the only [***] antibodies identified, discovered, researched, or developed by or on behalf of BioAtla or any of its Affiliates (themselves or through a Third Party) which are specifically directed against both Target 1 and Target 2 and for which BioAtla currently conducts or plans to conduct research.

Covenants of BioAtla. During the Term, BioAtla covenants that:

it will not, and will ensure that its Affiliates do not, enter into any agreement or grant any interest in the BioAtla Intellectual Property Rights that is inconsistent with the terms of this Agreement;

it will comply with, will not amend, terminate or waive any provision of, and will not agree with Himalaya to amend, terminate or waive any provision of, the ERA or the Global Transaction Agreement in a way that adversely affects, or would reasonably be expected to adversely affect, the rights of Context under this Agreement;

if, at any time after execution of this Agreement, it becomes aware that it or any employee, agent or subcontractor of BioAtla who participated in the development or manufacture of a Licensed Antibody or Program Product is on, or is being added to the FDA Debarment List or to any of the FDA clinical investigator enforcement lists, it will provide written notice of this to Context within ten (10) business days after becoming aware of this fact;

BioAtla shall perform its obligations under this Agreement in material compliance with all Applicable Laws.

INDEMNIFICATION; LIMITATIONS ON LIABILITY

Context shall indemnify and hold harmless each of BioAtla and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“BioAtla Indemnitees”) from and against any and all losses, damages, obligations, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual gross negligence, fraud or wilful misconduct of Context or its Affiliates; (ii) any material breach by Context of this Agreement; and (iii) the manufacturing, development and commercialization activities (including packaging and storage of the Program Products) relating to the Program Products conducted by or on behalf of Context, its Affiliates or their Sublicensees. Notwithstanding the foregoing, Context shall have no obligations under this Section 8.1 with respect to any Losses for which BioAtla is required to indemnify the Context Indemnitees under Section 8.2 or which are the result of any fraud or wilful misconduct of BioAtla.

BioAtla shall indemnify and hold harmless each of Context and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“Context Indemnitees”) from and against any and all Losses resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual gross negligence, fraud or wilful misconduct of BioAtla or its Affiliates; (ii) any material breach by BioAtla of this Agreement; or (iii) any activities conducted by BioAtla or its Affiliates or licensees (excluding Context but including [***]) with respect to the Licensed Antibodies or Program Products prior to the Effective Date. Notwithstanding the foregoing, BioAtla shall have no obligations under this Section 8.2 with respect to any Losses for which Context is required to indemnify the BioAtla Indemnitees under Section 8.1 or which are the result of any fraud or wilful misconduct of Context. Additionally, if Context elects to enforce [***], BioAtla shall bear all of Context’s costs and expenses in connection therewith.

Neither Party shall be liable to compensate the other Party for any indirect, incidental, special, punitive, exemplary, speculative or consequential damages arising out of or in connection with this Agreement including, but not limited to, any loss of use, loss of opportunity, indirect loss of income or profit from third parties, irrespective of whether it had an advance notice of the possibility of any such damages. The foregoing limitations of liability shall not apply with respect to a Party’s fraud, gross negligence or wilful misconduct or breach of Section 10 (Confidential Information) or to indemnification for amounts paid or payable to Third Parties in respect of any Third Party claim for which indemnification hereunder is otherwise required or to any liability that may not be excluded under Applicable Law including liability for death or personal injury caused by a Party’s negligence. Notwithstanding anything to the contrary, each Party will have a full right of offset for all Losses which are subject to indemnification under this Article 8 against all amounts owed by such Party under this Agreement.

All indemnification claims in respect of a Party, its Affiliates, or their respective directors, officers, employees and agents shall be made solely by such Party to this Agreement (the “Indemnified Party”). A Party that intends to claim indemnification under this Section 8 shall promptly inform the indemnifying Party in writing of any Third Party claim, in respect of which the indemnitee intends to claim such indemnification. Any such indemnification notice shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses and Third Party claims. The Indemnified Party shall provide the indemnifying Party with reasonable assistance, at the indemnifying Party’s expense, in connection with the defense of the Third Party claim for which indemnity is being sought, including providing such records, information, testimony, or witnesses and attending such meetings, proceedings, hearings, trials and appeals as may be reasonably requested. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing, which participation shall be at such Party’s sole expense except where (a) the appointment of such counsel for such purpose is authorised in writing by the indemnifying Party, (b) the indemnifying Party has failed to assume such defense, or (c) the interests of the Indemnified Party and indemnifying Party are sufficiently adverse to prohibit their representation by the same counsel. In the event of (a) to (c), the reasonable costs and expenses incurred by the Indemnified Party in connection with the Third Party claim shall be reimbursed by the indemnifying Party on a Calendar Quarter basis in arrears. At its option so long as the Litigation Condition described below is satisfied, the indemnifying Party shall have the right to assume and conduct the defense of the Third Party claim with counsel of its choice reasonably acceptable to the Indemnified Party, by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party’s receipt of an indemnification notice. The assumption of the defense of a Third Party claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. If it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and against the Third Party claim, the Indemnified Party shall reimburse the indemnifying Party for any Losses incurred by the indemnifying Party in its defense of the Third Party claim, including any costs and expenses paid by the indemnifying Party to the Indemnified Party in accordance with this Section.

INSURANCE

CONFIDENTIAL INFORMATION

Each Party acknowledges that the Confidential Information constitutes and is comprised of valuable confidential proprietary information belonging to or licensed to the Parties. During the Term of this Agreement, and for as long as the Confidential Information remains confidential, each Party shall and shall cause its officers, directors, employees, consultants and agents to, keep secret and confidential all Confidential Information belonging to the other, and neither of them shall:

disclose or make any Confidential Information belonging to the other available to any person or entity except to the extent permitted by Section 10.2 or Section 10.3c; nor

use any Confidential Information belonging to the other for any purpose other than as expressly permitted pursuant to this Agreement.

Notwithstanding Section 10.1, each Party may, solely to the extent reasonably necessary in order to fulfil its obligations or exercise its rights under this Agreement, disclose Confidential Information of the other Party to, or permit its use by, its Affiliates, directors, officers, employees, contractors or consultants or agents provided that each Party shall prior to such disclosure:

inform the recipient as to the confidential nature of the Confidential Information;

direct any such recipient to treat and hold the Confidential Information as secret and confidential; and

ensure that such recipient is under written obligations of confidentiality and non-use at least as stringent as those herein (or professional obligations of privilege with respect thereto).

Notwithstanding the foregoing:

The Parties may agree upon the content and timing of a joint press release announcing this Agreement. Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed. Each Party may repeat any information relating to this Agreement that has already been publicly disclosed in accordance with this Section 10.3a, provided, that such information continues as of such time to be accurate. In the event a Party is required by Applicable Law or the rules of a stock exchange on which its securities are listed to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and, if permissible, in no event less than [***] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon.

Context, its Affiliates and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding a Program Product by publication, presentation or otherwise, provided, that, except as required by Applicable Law, neither Party shall use the name of the other Party (or insignia, or any contraction, abbreviation or adaptation thereof) without such Party’s prior written permission, other than if such reference is consistent with or similar to previous such references.

Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is:

in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction; provided, that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (e.g. to obtain a protective order or confidential treatment) and that such disclosure is limited to that which is legally required to be disclosed;

made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for any Regulatory Approval in accordance with the terms of this Agreement; provided, that reasonable measures shall be taken to ensure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;

made to the extent such disclosure is reasonably necessary for the prosecution and maintenance of Patents as permitted by this Agreement;

for regulatory filings for Program Products that such Party has a license or right to develop hereunder in a given country or jurisdiction, provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with applicable Law;

made to the extent such disclosure is reasonably necessary for prosecuting or defending litigation as permitted by this Agreement; or

made by the receiving Party or its Affiliates to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 10.

Affiliates and Sublicensees. Each Party shall be responsible for ensuring compliance by their Affiliates, Sublicensees and representatives receiving Confidential Information hereunder with the foregoing confidentiality provisions and shall be liable for any breach of the confidentiality terms and conditions of this Agreement by any such Affiliates, Sublicensees or representatives receiving Confidential Information.

Scientific Publications.

BioAtla shall not, and shall ensure that its Affiliates and (sub)licensees do not, make oral or written publications or other disclosures regarding the Licensed Antibody or the Program Products without Context’s prior written consent.

The Party desiring to present or publish any Confidential Information of the other Party (the “Publishing Party”) shall provide the other Party with (i) a copy of any proposed publication at least [***] days (or [***] days in the case of a manuscript) prior to submission for publication; and (ii) notice of a presentation at least [***] days prior to the date of such presentation and a copy of the proposed presentation at least [***] days prior to the date of such presentation, in each case of (i) and (ii), so as to provide such other Party with an opportunity to recommend any changes it reasonably believes are necessary to continue to maintain the Parties’ Confidential Information. If such other Party notifies (in a “Publishing Notice”) the Publishing Party in writing, prior to such [***]-day period’s expiry in the case of a publication (or [***]-day period’s expiry in the case of a manuscript), or within [***] days prior to the date of such presentation after timely receipt of the copy of the proposed presentation, as applicable, that such publication, manuscript, or presentation, in its reasonable judgment, (1) contains an invention, solely or jointly conceived or reduced to practice by the other Party, for which the other Party reasonably desires to obtain Patent protection or (2) contains any Confidential Information of such other Party or of both Parties that such other Party does not wish to be included in the proposed publication or presentation, then the Publishing Party shall (A) prevent or delay such publication, manuscript, or presentation for a mutually agreeable period of time, which in any event will not be less than [***] days or such other period needed to seek Patent protection for any such potential inventions identified in such Publishing Notice, and (B) remove such Confidential Information specifically identified by such other Party in the Publishing Notice prior to any public release of such publication, manuscript, or presentation, so long as such other Party’s request to remove such Confidential Information from the applicable publication, manuscript, or presentation is reasonable.

Termination or Expiration of Agreement. Upon the termination or expiration of this Agreement, upon the written request of the disclosing Party, the recipient of Confidential Information shall promptly redeliver to the disclosing Party all Confidential Information provided to the recipient in tangible form or destroy the same and certify in writing within [***] days from the request of the disclosing Party or termination of this Agreement, as the case may be, that such destruction has occurred; provided, however, that nothing in this Agreement shall require the alteration, modification, deletion or destruction of computer backup tapes made in the ordinary course of business. Notwithstanding the foregoing, the recipient shall be permitted to retain in its files one copy of all Confidential Information (a) to evidence the scope of and to enforce the Party’s obligation of confidentiality under this Section 10; and (b) for the performance of any continuing obligations hereunder.

Existing CDA. This Agreement supersedes the Existing CDA; provided, however, that this shall not limit any remedies available to either Party with respect to any breach of the Existing CDA that occurred prior to the Effective Date. All Confidential Information (as defined in the Existing CDA) exchanged under the Existing CDA shall be deemed to be Confidential Information under this Agreement and from and after the Effective Date shall be subject to the terms of this Article 10.

Filing of this Agreement. The Parties shall coordinate in advance with each other in connection with the filing of this Agreement (including redaction of certain provisions of this Agreement) with the SEC or any stock exchange or governmental agency on which securities issued by a Party or its Affiliate are traded, and each Party will use reasonable efforts to seek confidential treatment for the terms proposed to be redacted; provided that each Party will ultimately retain control over what information to disclose to the SEC or any stock exchange or other governmental agency, as the case may be, and provided further that the Parties will use their reasonable efforts to file redacted versions with any governing bodies which are consistent with redacted versions previously filed with any other governing bodies. Other than such obligation, neither Party (nor its Affiliates) will be obligated to consult with or obtain approval from the other Party with respect to any filings to the SEC or any stock exchange or other governmental agency.

Ongoing Obligation of Confidentiality. Each Party’s obligations under this Section 10 shall apply during the Term and continue for [***] years thereafter with respect to Confidential Information.

INTELLECTUAL PROPERTY RIGHTS

Ownership.

Inventorship of Inventions shall be determined by application of U.S. patent law pertaining to inventorship (regardless of where the applicable activities occurred), and ownership shall follow inventorship.

Notwithstanding anything to the contrary in this Agreement, Context shall own all Improvements. BioAtla will (and will cause its Affiliates to), and hereby does, assign to Context, BioAtla’s and its Affiliates’ rights, title and interest in any Improvements as may be necessary to effectuate the allocation of ownership of Improvements set forth in this Section 11.1.2. BioAtla will take all actions and provide Context with all reasonably requested assistance to effect such assignment and will execute any and all documents necessary to perfect such assignment.

Subject to Section 11.1.2, as between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Intellectual Property Rights and Know-How that is conceived, reduced to practice, discovered, developed, or otherwise made solely by or on behalf such Party (or its Affiliates or Sublicensees). Subject to Section 11.1.2, the Parties shall jointly own, on an equal and undivided basis any Intellectual Property Rights and Know-How that is conceived, reduced to practice, discovered, developed, or otherwise made jointly by both (i) Context, its Affiliates or Third Parties acting on Context’s behalf and (ii) BioAtla, its Affiliates or Third Parties acting on BioAtla’s behalf (“Joint Intellectual Property Rights” and “Joint Know-How”, as applicable). Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other Party for profits with respect to, or to obtain any consent of the other Party to license or exploit any such jointly owned Intellectual Property Rights or Know-How by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.

Trade Marks. Context and/or its designee shall at all times have the right, but not the obligation, to register trade marks relating to the commercialization of the Program Products in the Territory. Context shall not use any Context Trade Mark in relation to the Program Products that includes or is confusingly similar to the “BioAtla” name, the name of any BioAtla Affiliate identified in advance in writing to Context, or the name of any of their products identified in writing in advance to Context.

Enforcement.

If BioAtla or Context becomes aware of misappropriation or infringement or threatened misappropriation or infringement of any BioAtla Intellectual Property by a Third Party in the Territory involving a product that is, or that would reasonably be expected to be, competitive with a Program Product or Licensed Antibody (“Competitive Infringement”), such Party shall promptly notify the other Party in writing to that effect and provide a summary of the relevant facts and circumstances known to such Party relating to such infringement. As between the Parties, Context shall, in consultation with BioAtla, have the first right (but not the obligation) to control any claim, litigation or proceeding commenced against any such Third Party for Competitive Infringement of any BioAtla Program Product Patent, or any Patent within the Joint Intellectual Property Rights (each, a “Joint Patent”). Such enforcement shall be at Context’s sole cost and expense. If Context initiates a proceeding in accordance with this Section 11.3.1, BioAtla agrees to be joined as a party plaintiff where necessary and to give Context reasonable assistance and authority to file and prosecute the proceeding. BioAtla shall have the right, at its own cost and expense, to join as a party to, and be represented in, any such action by counsel of its own choice (which such representation will be at BioAtla’s expense if such joinder is not required for standing). Context shall keep BioAtla reasonably informed of any actions or proceedings commenced against any such Third Party. BioAtla shall [***] reasonably cooperate with Context with respect to such actions or proceedings; provided that Context shall bear any out-of-pocket expenses in connection with such cooperation.

If Context fails to initiate a claim, litigation or proceeding instituted pursuant to Section 11.3.1 within [***] days after written notice of such infringement is first provided pursuant to Section 11.3.1, Bioatla will have the right to initiate and control a proceeding to enforce the relevant BioAtla Patent against such infringement; provided that if Context notifies BioAtla during such [***]-day period that it is electing in good faith not to institute any proceeding to enforce the BioAtla Patent against such infringement for strategic reasons intended to maintain the commercial value of the relevant Patent or Know-How and any Licensed Antibody or Program Product Covered thereby or relating thereto, BioAtla will not have the right to initiate and control any

Any damages or other monetary awards recovered with respect to a claim, litigation or proceeding brought pursuant to this Section 11.3 will be shared as follows: (x) the amount of such recovery will first be applied to the Parties’ reasonable out-of-pocket costs incurred in connection with such claim, litigation or proceeding (which amounts will be allocated pro rata if insufficient to cover the totality of such expenses); (z) then any remaining proceeds will be allocated between the Parties as follows: [***].

Context shall have the sole right to control any claim, litigation or proceeding commenced against any Third Party for infringement of the Context Trade Marks, at its sole cost and expense, with Context retaining [***]% of any damages or other monetary awards recovered thereunder. BioAtla agrees to provide any reasonable assistance requested by Context at the relevant time in relation to such action or defense; provided that Context shall bear any out-of-pocket expenses in connection with such cooperation.

Notwithstanding anything to the contrary under this Article 11, but without limiting Section 2.2 hereof, neither Party may enter a settlement, consent judgment or other voluntary final disposition of a suit under this Article 11 that disclaims, limits the scope of, admits the invalidity or unenforceability of, or grants a license, covenant not to sue or similar immunity under a BioAtla Program Product Patent or Joint Patent without first obtaining the written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed).

Defense.

If any Third Party brings a claim or otherwise asserts that a Program Product (or its manufacture, sale or use) or a Licensed Antibody (or its manufacture, sale or use) infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Context shall have (a) sole control of, at its sole cost and expense, of any Third-Party Infringement Claim against Context or any of its Affiliates or Sublicensees, and (b) a first right to control any Third-Party Infringement Claim against BioAtla or any of its Affiliates or Sublicensees, in each case of (a) and (b), solely as and to the extent such Third-Party Infringement Claim relates to a Program Product or Licensed Antibody. The non-lead Party shall also have the right, but not the obligation, to participate, at its own expense, in the defense thereof with counsel of its choice. The lead Party will keep the non-lead Party reasonably informed about such proceedings. The non-lead Party shall reasonably cooperate to assist the lead Party in defending, contesting or otherwise protesting against any such actions, provided that any out-of-pocket costs incurred in connection with such cooperation shall be at the lead Party’s expense. Except as otherwise set forth in this Section 11.4.1, each Party shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings under this Section 11.4.1 including the reasonable fees and expenses of that Party’s counsel.

If a Party initiates a claim, litigation or proceeding in accordance with Section 11.4, the other Party agrees to be joined as a party plaintiff where necessary under Applicable Law for such initiating Party to initiate and maintain such claim, litigation or proceeding. Each Party agrees to provide the other Party with reasonable assistance and cooperation with respect to any claims, litigations or proceedings conducted under Section 11.4, with the reasonable internal and out-of-pocket costs and expenses of providing such assistance and cooperation to be borne by the Party conducting the claim, litigation or proceeding.

Prosecution.

In consultation with BioAtla as required by Section 11.5.3, Context shall have the first right, but not the obligation, to prepare, file, prosecute, defend in any oppositions or post-grant proceedings, and maintain the BioAtla Program Product Patents and Joint Patents using counsel of Context’s choosing, at Context’s sole cost and expense; provided, however, that BioAtla shall have the first right to control (subject to Section 11.5.3), and shall bear any costs that are allocable to, the prosecution activities set forth in Schedule 11.5.1; provided, further, that BioAtla shall consider Context’s comments regarding any such activities and related documents and communications in good faith. If Context decides not to prepare, file, prosecute, defend in an opposition or post-grant proceeding, or maintain a BioAtla Program Product Patent or Joint Patent for which it is responsible as provided in this Section 11.5 in a country or other jurisdiction in the Territory, Context shall provide reasonable prior written notice to BioAtla of such intention. BioAtla shall thereupon have the right, but not the obligation, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, defense, and maintenance of such Patents at its expense in such country or other jurisdiction. In the event BioAtla assumes such control, within thirty (30) days Context shall promptly deliver to BioAtla or its designee copies of all necessary files related to such Patent and take all actions and execute all documents reasonably necessary for BioAtla to assume such control.

In consultation with Context as required by Section 11.5.3, BioAtla shall have the first right, but not the obligation, to prepare, file, prosecute, defend in any oppositions or post-grant proceedings, and maintain all BioAtla Patents except for the BioAtla Program Product Patents and Joint Patents (collectively, the “BioAtla Prosecuted Patents”). If BioAtla decides not to prepare, file, prosecute, defend in an opposition or post-grant proceeding, or maintain a BioAtla Prosecuted Patent for which it is responsible as provided in this Section 11.5 in a country or other jurisdiction in the Territory, BioAtla shall provide reasonable prior written notice to Context of such intention. Context shall thereupon have the right, but not the obligation, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, defense, and maintenance of such Patents at its expense in such country or other jurisdiction. In the event Context assumes such control, within [***] days BioAtla shall promptly deliver to Context or its designee copies of all necessary files related to such Patent and take all actions and execute all documents reasonably necessary for Context to assume such control.

The Parties agree to cooperate fully (and BioAtla agrees to [***]) in the preparation, filing, prosecution, defense in oppositions or post-grant proceedings, and maintenance of the BioAtla Patents (including the BioAtla Program Product Patents) and Joint Patents and to promptly inform one another of any matters coming to their attention that may materially affect such activities. With respect to the matters subject to this Section 11.5, each Party shall provide the other Party: (x) with a copy of all material communications to and from any patent authority in the Territory, and by providing the other Party with drafts of any material filings or responses to be made to such patent authorities in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for the other Party to review and comment thereon; and (y) shall promptly inform the other Party of any adversarial patent office proceeding or sua sponte filing, including a request for, or filing or declaration of, any opposition, reexamination or other post-grant challenges or proceedings relating to such applicable Patents in the Territory. The Parties shall execute all papers and instruments, or require their employees or contractors to execute such papers and instruments, so as to (i) effect the ownership of Intellectual Property Rights set forth in this Section 11; (ii) enable the other Party to apply for and to prosecute Patent applications in the Territory; (iii) obtain and maintain any Patent term extensions, supplementary protection certificates, and the like with respect to such Patents in the Territory; and (iv) provide assistance necessary for registering any license, transfer or assignment with applicable governmental authorities, in each case ((i), (ii), (iii), and (iv)) to the extent provided for in this Agreement. Neither Party shall settle, compromise or withdraw from such claim, opposition or proceeding for which it is responsible as provided in this Section 11.5 without the prior written consent of BioAtla, which consent shall not be unreasonably withheld or delayed.

BioAtla Program Product Patents. With respect to any BioAtla Patent, upon Context’s reasonable written request, BioAtla will file a U.S. regular continuation, continuation-in-part, divisional or foreign equivalent of such BioAtla Patent seeking issuance of a BioAtla Program Product Patent therefrom. Such regular, continuation, continuation-in-part, divisional or foreign equivalent thereof shall be deemed a BioAtla Program Product Patent.

Patent Listing. As between the Parties, Context will have the sole right, but not the obligation, to submit to all applicable Regulatory Authorities patent information pertaining to each applicable Program Product pursuant to 21 U.S.C. § 355(b)(1)(G), any similar statutory or regulatory requirement enacted in the future, or any similar statutory or regulatory requirement in any non-U.S. country or other regulatory jurisdiction.

Patent Term Extension. Context shall have the sole right, but not the obligation, to seek, at its cost, in BioAtla’s name if so required, Patent term extensions, including any supplementary protection certificates and the like available under Applicable Laws for the BioAtla Program Product Patents in the Field in the Territory; provided, however that Context will not seek to extend the term of a BioAtla Patent that is not a BioAtla Program Product Patent or Joint Patent without BioAtla’s prior written consent (but, for clarity, such consent shall not be required with respect to BioAtla Program Product Patents). BioAtla will not seek Patent term extensions, including any supplementary protection certificates and the like available under Applicable Laws, based on a Program Product. Context will keep BioAtla reasonably informed of its efforts to obtain such extensions. BioAtla shall reasonably cooperate in connection with all such activities. Context, its agents and attorneys will give due consideration to all suggestions and comments of BioAtla regarding any such activities, including the choice of which applicable Patent to apply term extensions to, but in the event of a disagreement between the Parties, Context shall have the final decision-making authority.

CREATE Act. Notwithstanding anything to the contrary in this Article 11, neither Party will have the right to make an election under the CREATE Act when exercising its rights under this Article 11 without the prior written consent of the other Party, which will not be unreasonably withheld, conditioned or delayed. With respect to any such permitted election, the Parties will use reasonable efforts to cooperate and coordinate their activities with respect to any

Unitary Patent System. Context will have the exclusive right to opt-in or opt-out of the EU Unitary Patent System solely for all BioAtla Program Product Patents. For clarity, “to opt-in or opt-out” refers to both the right to have or have not a European patent application or an issued European patent registered to have unitary effect within the meaning of Regulation (EU) No 1257/2012 of December 17, 2012 as well as the Agreement on a Unified Patent Court as of February 19, 2013; and to the right to opt-in or opt-out from the exclusive competence of the Unified Patent Court in accordance with Article 83 (3) of that Agreement on a Unified Patent Court. Without limiting the generality of the foregoing, unless a Party or its Affiliate has expressly opted in to the EU Unitary Patent System with respect to a given Patent, the other Party will not initiate any action under the EU Unitary Patent System without such Party’s prior written approval, such approval to be granted or withheld in such Party’s sole discretion.

FORCE MAJEURE

If the performance of any obligation under this Agreement is prevented, restricted or interfered with by reason of any Force Majeure event (other than delays or non-performance by a Party as and to the extent caused by the intentional act or omission of such Party or an obligation for the payment of money), then the Party so affected shall be excused, upon giving written notice to the other Party within [***] days of such Force Majeure event, from such performance to the extent of such prevention, restriction or interference and such non-performance shall not be considered a default or breach of this Agreement, provided that the Party so affected shall use Commercially Reasonable Efforts to avoid or mitigate such causes of non-performance and shall continue performance to the extent reasonably possible and, in any event, at such time as the Force Majeure conditions come to an end. Written notice provided in accordance with this Section 12.1 shall state the nature of the event, its anticipated duration and any action being taken to avoid or minimize its effect.

If the Force Majeure conditions prevent performance completely and such prevention continues for more than [***] days, then the Parties shall meet to discuss the anticipated duration of any further delay and any amendments to this Agreement proposed by a Party in good faith in light of the anticipated duration of any further delay.

ASSIGNMENT

Neither Party may assign, sell, transfer, delegate, pledge or otherwise dispose of its rights or obligations under this Agreement, in part or in whole to a Third Party, without the prior written consent of the other Party; provided that notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement without the consent of the other Party to an Affiliate; provided that such Party shall remain liable for the performance by its Affiliate(s) of such Party’s obligations hereunder. Either Party may also, without such consent, assign its rights and obligations under this Agreement in connection with a merger, consolidation or sale of all or substantially all of the assets or business to which this Agreement relates provided that the assignee agrees in writing to be bound by the terms of this Agreement. Any purported assignment in violation of this Section shall be null and void. For the avoidance of any doubt, Context may delegate its rights and obligations under this Agreement to any of its Affiliates in order to carry out activities contemplated by this Agreement; it being understood that Context shall remain liable for the performance by any such Affiliate(s) of its obligations hereunder and nothing herein shall discharge Context from performing its obligations under this Agreement.

TERM AND TERMINATION

This Agreement shall become effective on the Effective Date and, subject to Sections 14.2 and 14.3, shall continue in full force and effect on a country-by-country and Program Product-by-Program Product basis until the expiration of the Royalty Term for such Program Product in each such country in the Territory (the “Term”). After expiration of the Term on a Program Product and country-by-country basis, the rights and licenses granted by BioAtla to Context under Section 2.1 to Exploit such Program Product in the Field in such country shall convert to an irrevocable, exclusive, royalty-free, fully paid-up, non-terminable right and license, with the right to grant sublicenses (through multiple tiers).

This Agreement may be terminated at any time by either Party on written notice if:

the other Party is in material breach of any obligations, terms or conditions hereunder and, in the case of a breach capable of remedy, it shall not have been remedied by the defaulting Party within [***] days of written notice specifying the breach and requiring its remedy; provided, however, that if (a) the relevant breach is curable, but not reasonably curable within [***] days, and (b) the breaching Party is making a bona fide effort to cure such breach, the breaching Party shall have an additional [***] days to cure such breach. For clarity, a material breach by [***]; or

if the other Party (a) voluntarily commences any action or seeks any relief regarding its liquidation or dissolution under any bankruptcy or insolvency or similar law, (b) proposes a written agreement of composition or extension of its debts, or (c) admits in writing its inability generally to meet its obligations as they fall due in the general course; or

if a proceeding is commenced or an order, judgement or decree is entered seeking the liquidation, reorganization, dissolution or similar act or any other relief under any bankruptcy, insolvency or similar law against the other Party, without its consent, which continues un-dismissed or un-stayed for a period of [***] days.

BioAtla may terminate this Agreement upon written notice to Context for an Abandonment in accordance with Section 5.3.

Context may terminate this Agreement for any or no reason by providing BioAtla with [***] days prior written notice.

If the breaching Party has a bona fide dispute as to whether such breach occurred or has been cured, it will so notify the non-breaching Party during the [***] day notice period, and the expiration of such period shall be tolled until such dispute is resolved pursuant to Section 17. Upon a determination of breach or failure to cure, the breaching Party may have the remainder of the notice period to cure such breach. If such breach is not cured within such notice period, then absent withdrawal of the non-breaching Party’s request for termination, this Agreement shall terminate in its entirety.

RIGHTS ON TERMINATION

Any provisions required for the interpretation or enforcement of this Agreement shall survive the expiration or termination of this Agreement. Expiration or termination of this Agreement shall not relieve any Party of any obligations that are expressly indicated to survive expiration or termination and shall be without prejudice to any rights that have accrued to the benefit of a Party prior to such termination or expiration. For the avoidance of doubt, the provisions of Sections 1, 4.2-4.10 (inclusive, solely to the extent the payments set forth therein have accrued

In the event of termination of this Agreement by Context pursuant to Section 14.4 or by BioAtla pursuant to Section 14.2 or 14.3:

Subject to Context’s right to sell remaining inventory as described herein, all rights and licenses granted by the Parties hereunder shall terminate on the effective date of expiration or termination of this Agreement. In the event of termination by Context, from and after the effective date of expiration or termination of this Agreement and for a period of [***] months, notwithstanding anything contained herein to the contrary, Context shall be permitted, on a non-exclusive basis, to continue distributing, marketing and selling remaining inventory of Program Products held by Context; provided, that Context shall continue to be obligated to pay BioAtla in respect of such Program Products in accordance with Section 4 during such time period.

All Sublicenses shall terminate; provided, however, that if a Sublicensee is in compliance in all material respects with the terms of its Sublicense in effect on the date of termination, all rights and licenses of such Sublicensee existing at the time of termination shall, at Sublicensee’s request, survive, provided that such Sublicensee, at BioAtla’s request enters into a written license agreement with BioAtla on the same terms and conditions as are set forth in this Agreement.

Context shall:

negotiate with BioAtla to grant BioAtla, solely for the Exploitation of Licensed Antibodies (and corresponding Program Products) an exclusive as to Patents and non-exclusive as to Know-How, royalty-based license, with the right to grant multiple tiers of sublicenses, under any Intellectual Property Rights Controlled by Context, its Affiliates and its Sublicensees necessary or useful for, and actually used and applied prior to or as of the date of such termination, for the development and commercialization of the Program Products in the Field in the Territory, provided that: (1) the foregoing license shall exclude any license or other rights with respect to any active ingredient or delivery device that is not the applicable Licensed Antibody unless the Program Product has been granted Regulatory Approval for use in combination with such other active ingredient in which case the license will include a license to the Intellectual Property Rights Controlled by Context, its Affiliates or Sublicensees necessary to allow BioAtla to continue to commercialize such Program Products for use in such combination; and (2) BioAtla shall be solely responsible for any payments (including royalties, milestones and other amounts) payable to Third Parties in respect of Third Party Intellectual Property Rights relating to the Program Products, insofar as such payments relate to the Intellectual Property Rights of Context, its Affiliates or their Sublicensees that are the subject of the license in this Section 15.2b; and (3) each of BioAtla and Context shall negotiate the applicable royalty rates and milestone payments for such license in good faith;

where permitted by Applicable Law, transfer to BioAtla all right, title, and interest in all Regulatory Submissions and Regulatory Approvals then Controlled by Context, its Affiliates or their Sublicensees and solely related to the Program Products, and provide to BioAtla copies of all such Regulatory Submissions and Regulatory Approvals including correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority), all supporting documents with respect thereto, including all regulatory drug lists, advertising and promotional documents, adverse event files, complaint files, and clinical data and other data contained or relied upon in any of the foregoing;

notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in subparagraph (ii) above;

Context shall assign to BioAtla all Context Trade Marks that are being used exclusively in relation to the Program Products;

unless otherwise required by Applicable Law, at BioAtla’s election, Context shall transfer control to BioAtla of all clinical studies with respect to the Program Products and Context shall continue to conduct such studies, at BioAtla’s cost (including the FTE costs of Context employees and all Third-Party costs and expenses Context may incur), for up to [***] months to enable such transfer to be completed without interruption of any such clinical study; provided that (1) BioAtla shall not have any obligation to continue any clinical study except if required by Applicable Law, and (2) with respect to any clinical study for which such transfer would be inconsistent with Applicable Law, Context and BioAtla shall, at either Party’s request, negotiate terms pursuant to which Context would continue to conduct or wind down such clinical study, at BioAtla’s cost (including the FTE costs of Context employees and all Third-Party costs and expenses Context may incur); provided, that BioAtla shall be solely responsible for all reasonable costs, expenses and/or liabilities that may arise from Third-Parties in connection with such clinical studies; and

the Parties shall negotiate in good faith the terms and conditions of a written transition agreement (“Transition Agreement”) pursuant to which they will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to BioAtla as reasonably necessary for BioAtla to exercise its licenses pursuant to Section 15.2b. Such Transition Agreement shall include provisions to ensure the transfer to BioAtla, or a Third Party nominated by BioAtla, of the manufacturing process then being used by or on behalf of Context to make the Program Products.

In the event of termination of this Agreement by Context pursuant to Section 14.2:

Sections 15.2a and 15.2b shall apply;

all rights and obligations of the Parties under this Agreement as of the effective date of termination shall terminate (including those pursuant to Article 4 other than payment obligations accrued on or before the effective date of termination), except that Section 15.1 (including the sections set forth therein) shall continue to survive; and

each Party shall promptly return all Confidential Information and proprietary materials of the other Party that are not subject to a continuing license hereunder; provided, that each Party may retain one copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.

If Context has the right to terminate this Agreement pursuant to Section 14.2 (after giving effect to the cure period set forth in Section 14.2.1 and any tolling, if applicable, pursuant Section 14.5), then in lieu of Context terminating this Agreement pursuant to Section 14.2, Context shall have the right to elect, by providing written notice to BioAtla, to have this Agreement continue in full force and effect, provided that (a) all licenses granted by BioAtla under this Agreement shall survive but shall become irrevocable and perpetual, (b) all Development Milestone Payments and Sales Milestone Payments in Section 4.2 and royalty payments in Section 4.3 shall be reduced by [***] percent ([***]%), with any applicable payment step-downs set forth in Section 4.4 to be additionally applied against such reduced amounts provided that the floor thereof pursuant to Section 4.4.5 shall be proportionally reduced, and (c) Context may elect to no longer provide the reports required pursuant to Section 5.2.

NOTICES

All notices and other communications in connection with this Agreement shall be in writing and shall be sent to the respective Parties at the following addresses, or to such other addresses as may be designated by the Parties in writing from time to time in accordance with this Section 16.1, by registered or certified mail, postage prepaid, or by express courier service, service fee prepaid. A copy of such notices and communications shall be sent to the respective Parties by email, to the following email addresses, or to such other email addresses as may be designated by the Parties in writing from time to time.

To BioAtla:

BioAtla, Inc.

11085 Torreyana Road,

San Diego, CA 92121

Attention: Chief Executive Officer

With a copy (which shall not constitute notice) to:

Orrick, Herrington & Sutcliffe LLP

2100 Pennsylvania Avenue, N.W.

Washington, D.C. 20037

Attention: David Schulman

Email: dschulman@orrick.com

Context Therapeutics Inc.

2001 Market Street, Suite 3915, Unit #15,

Philadelphia, PA 19103

Attention: Chief Executive Officer

With a copy to:

Context Therapeutics Inc.

2001 Market Street, Suite 3915, Unit #15,