On October 4, 2023, Astria Therapeutics, Inc. (the ?Company?) entered into a license agreement (the ?License Agreement?) with Ichnos Sciences SA and Ichnos Sciences Inc. (collectively, ?Ichnos?), pursuant to which Ichnos granted to the Company an exclusive (even as to Ichnos and its affiliates), worldwide, and sublicensable right and license to certain patent rights and related know-how (the ?Licensed Intellectual Property?) to develop, manufacture, and commercialize Ichnos? proprietary OX40 portfolio. The OX40 portfolio includes Ichnos?

proprietary OX40 antagonist monoclonal antibody, with the generic name telazorlimab and also referred to by Ichnos as ?ISB 830? as well as Ichnos? proprietary affinity matured next generation OX40 antagonist monoclonal antibody referred to by Ichnos as ?ISB 830-X8?

and referred to by the Company as ?STAR-0310 candidate? (collectively, the ?Licensed Compounds?). The Company plans to develop the STAR-0310 candidate, which was engineered with YTE half-life extension technology (and will be referred to by the Company as STAR-0310), for atopic dermatitis ("AD?) and potentially for other allergic and immunological diseases.

STAR-0310 is currently in preclinical development. Ichnos has also agreed not to develop or commercialize any product that directly modulates the OX40 receptor. The Company agreed to use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize at least one product that contains or comprises a Licensed Compound (a ?Licensed Product?) in the United States, France, Germany, Italy, Spain, the United Kingdom and Japan.

Under the terms of the License Agreement, the Company is obligated to pay to Ichnos a $15.0 million upfront payment, and a total of up to $20.0 million upon the achievement of certain development milestones, up to $70.0 million upon the achievement of certain regulatory milestones and up to $215.0 million upon achievement of certain commercial milestones, in each case in up to three indications with respect to the first applicable Licensed Product to achieve such milestone events. The Company is also obligated to pay Ichnos tiered royalties ranging from a mid-single-digit percentage to a low double-digit percentage on aggregate annual net sales of all Licensed Products. The Company is obligated to pay royalties on a Licensed Product-by-Licensed Product and country-by-country basis until the latest of: (i) the expiration of the last valid claim covering the composition of matter of such Licensed Product in such country; (ii) the expiration of the last regulatory exclusivity with respect to such Licensed Product in such country; and (iii) twelve years following the first commercial sale of such Licensed Product in such country (each, a ?Royalty Term?).

The royalty rate is subject to reduction on a Licensed Product-by-Licensed Product and country-by-country basis under certain circumstances. Unless earlier terminated, the License Agreement will expire on the expiration of the last to expire Royalty Term. Unless the License Agreement is earlier terminated, on expiration of each applicable Royalty Term, the Company will have a fully paid-up, irrevocable and perpetual license under the Licensed Intellectual Property to develop, manufacture and commercialize each applicable Licensed Product in the applicable country.

Either party may terminate the License Agreement for the other party?s material breach, following a customary notice and cure period, or insolvency. The Company may terminate the License Agreement for any reason upon 90 days prior written notice to Ichnos.