UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2026

Jaguar Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36714	46-2956775
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
200 Pine Street<br><br>Suite 400
San Francisco, California		94104
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (415) 371-8300
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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share	JAGX	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

License Agreement

On January 12, 2026 (the “Effective Date”), Napo Pharmaceuticals, Inc. (“Napo”), a wholly-owned subsidiary of Jaguar Health, Inc., a Delaware corporation (the “Company”), and the Company, entered into a license agreement (the “License Agreement”) with Woodward Specialty LLC (the “Licensee”), an affiliate of Future Pak, LLC (“Future Pak”), and Future Pak, pursuant to which, Napo (a) granted to Licensee an exclusive, non-transferable, sublicensable, royalty-free right and license (subject to certain exceptions as set forth in the License Agreement) under the Napo Mytesi Patents (as defined in the License Agreement) to sell, offer for sale, have sold, make, have made, promote, distribute and otherwise commercialize the Mytesi Product and the Canalevia Product (both as defined in the License Agreement; collectively the “Products”) in the United States during the term of the License Agreement, and (b) shall provide manufactured finished Product in connection with the commercialization of the Product pursuant to the Supply Agreement (as defined hereunder).

Pursuant to the License Agreement, Licensee shall pay to Napo (a) an upfront payment of $18 million consisting of (i) $16 million paid by Licensee on the Effective Date and (ii) $2 million (the “Holdback Amount”) payable upon satisfaction of the Third Party Replacement MSA Conditions (as defined in the License Agreement) by the six-month anniversary of the Effective Date, and (b) certain milestone payments, in aggregate up to $17 million, with respect to the first occurrence of each of the milestones specified in the License Agreement.

Under the License Agreement, commencing on the day following the fifth anniversary of the Effective Date, in the event that Napo or its affiliates obtains regulatory approval from the U.S. Food and Drug Administration (“FDA”) for the sale of Mytesi for any of the additional indications set forth in the License Agreement, subject to Napo’s compliance with the terms of the License Agreement, Napo will have the unilateral right (but not the obligation) to reacquire from Licensee all rights under the License Agreement, including without limitation the exclusive right to commercialize the Products (the “Buy-Back Option”). To exercise the Buy-Back Option, Napo shall, among other things, make the Buy-Back Option Payment as required under the License Agreement.

The License Agreement shall continue to be in effect until terminated by Licensee; provided, however, in the event Napo exercises the Buy-Back Option, the License Agreement shall terminate upon the expiration of all payment obligations under the License Agreement.

The License Agreement includes customary representations and warranties, covenants, and indemnification obligations for a transaction of this nature. In connection with the License Agreement, Future Pak provides a limited guarantee of Licensee’s fulfillment of the milestone payments.

Supply Agreement

Also on the Effective Date, Napo, Licensee and Future Pak entered into a manufacturing and supply agreement (the “Supply Agreement”), pursuant to which, (a) Napo shall, at the request of Licensee, manufacture or have manufactured the Mytesi Product, and supply or have supplied to Licensee the Product in the U.S. (including Puerto Rico), and (b) Licensee shall purchase (i) the Effective Date Product Inventory (as defined in the Supply Agreement) and (ii) new Product to be manufactured under the Supply Agreement, at the applicable Supply Price set forth therein.

The Supply Agreement shall continue to be in effect and, unless earlier terminated pursuant to the terms thereof, shall expire in its entirety upon the expiration or termination of the License Agreement.

The Supply Agreement includes customary representations and warranties, covenants, and indemnification obligations for a transaction of this nature. In connection with the SupplyAgreement, Future Pak provides a limited guarantee of Licensee’s fulfillment of its payment obligations.

Copies of the License Agreement and the Supply Agreement are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and are incorporated herein by reference. The foregoing is only a brief description of the material terms of the License Agreement and the Supply Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

Item 7.01 Regulation FD Disclosure.

On January 12, 2026, the Company issued a press release announcing Napo’s entry into the License Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any

of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1*	License Agreement.
10.2*	Supply Agreement.
99.1	Press Release, dated January 12, 2026.
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

* Certain identified confidential information has been redacted from this exhibit because it both (i) is not material and (ii) is the type that the Company treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			JAGUAR HEALTH, INC.
Date:	January 15, 2026	By:	/s/Lisa A. Conte
			Lisa A. Conte<br>Chief Executive Officer and President

EX-10.1

Exhibit 10.1

Certain identified information marked as [****] has been excluded from this exhibit because it both (i) is not material and (ii) is the type that the Company treats as private or confidential.

License Agreement

Between

Napo Pharmaceuticals, Inc.,

Woodward Specialty LLC,

and

solely for the purposes of section 4.1 and Article 6, Jaguar Health, Inc., d/b/a Jaguar Animal health

and

solely for the purposes of section 5.2, Future Pak, LLC

LICENSE AGREEMENT

This LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of the date of the latest dated signature on the signature page below (the “Effective Date”) by and between Woodward Specialty LLC, a limited liability company organized under the laws of Puerto Rico, having its principal place of business at Metro Medical Center Local B, Suite 1001, Bayamon, Puerto Rico 00959 (“Licensee”), and Napo Pharmaceuticals, Inc., a corporation organized under the laws of Delaware, having offices at 200 Pine Street, Suite 400, San Francisco, CA 94104 (“Napo”), and, solely for the purposes of Section 4.1 and Article 6, Jaguar Health, Inc. d/b/a Jaguar Animal Health, a corporation organized under the laws of Delaware, having offices at 200 Pine Street, Suite 400, San Francisco, CA 94104 (“Jaguar”) and, solely for the purposes of Section 5.2, Future Pak, LLC, a Michigan limited liability company (“Future Pak”). Licensee and Napo are each referred to herein by name or as a “Party” or, collectively, as “Parties.”

RECITALS

Whereas, Napo, which is a wholly-owned subsidiary of Jaguar, possesses intellectual property, including patents and a trademark, relating to Mytesi® an antidiarrheal drug indicated for symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS who are on antiretroviral therapy;

Whereas, Napo contracts for the manufacture of the Product and commercializes the Product (as defined below) in the Territory (as defined below);

Whereas, Napo desires to grant to Licensee, and Licensee desires to obtain, an exclusive license under the Napo IP (as defined below) to sell, offer for sale, have sold, promote, distribute, and otherwise commercialize Products in the Field (as defined below) throughout the Territory on the terms and conditions set forth herein;

Whereas, Napo shall continue to contract for the manufacture of the Product and shall supply the Product to the Licensee in accordance with the terms and conditions of the Supply Agreement (as defined below);

Whereas, Napo desires to waive the contractual exclusivity provision under its agreement for the manufacture of the finished Product with its contract manufacturing organization for the benefit of the Licensee; and

Whereas, this Agreement is effective on the date of the latest Party to sign and, as a result, control of the licensed rights transferred to the Licensee hereunder are effective on the Effective Date.

Now, therefore, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

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DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth in this Article 1 unless context dictates otherwise:

“Accounting Standards” means U.S. GAAP (United States Generally Accepted Accounting Principles).
“Affiliate” means any Person, whether de jure or de facto, which directly or indirectly through one (1) or more intermediaries controls, is controlled by or is under common control with a Party. A Person shall be deemed to “control” another Person if it (a) owns, directly or indirectly, beneficially or legally, at least fifty percent (50%) of the outstanding voting securities or capital stock (or such lesser percentage which is the maximum allowed to be owned by a Person in a particular jurisdiction) of such other Person, or has other comparable ownership interest with respect to any Person other than a corporation; or (b) has the power, whether pursuant to contract, ownership of securities or otherwise, to direct the management and policies of the Person. With respect to Napo, for the purposes of this Agreement, “Affiliates” shall include Jaguar and any of its wholly-owned subsidiaries.
“Agreement” has the meaning assigned to such term in the Preamble.
“Applicable Law” means any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law, of any federal, national, multinational, state, provincial, county, city, or other political subdivision.
“Approved Indications” has the meaning assigned to such term in Section 3.1.
“Bankruptcy Code” has the meaning assigned to such term in Section 10.3.2.
“Breaching Party” has the meaning assigned to such term in Section 10.2.
“Business Day” means a day on which banking institutions in New York, New York, United States are open for business.
“Buy-Back Option” has the meaning assigned to such term in Section 3.1.
“Buy-Back Option Payment” has the meaning assigned to such term in Section 3.2.
“Calendar Quarter” means a period of three (3) consecutive months ending on the last day of March, June, September, or December, respectively.
“Calendar Year” means a period of twelve (12) consecutive months ending on December 31st.
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“Canalevia Product” means the current conditionally approved veterinary Canalevia® -CA1 product (crofelemer 125mg delayed-release tablets) for chemotherapy-induced diarrhea in the United States.
“Charles River SOWs” has the meaning set forth in Section 2.1.2.
“Claims” has the meaning assigned to such term in Section 9.1.
“Commercially Reasonable Efforts” means such efforts that are consistent with the efforts and resources normally used by the applicable Party in the exercise of its reasonable business discretion relating to a prescription pharmaceutical product owned by it or to which it has exclusive rights, which is at a similar stage in its development or product life.
“Commercialize” means any and all activities directed to preparation for sale of, registration, marketing, promoting, distributing, including importing, exporting, transporting, offering for sale and selling and interacting with Regulatory Authorities regarding any of the foregoing. When used as a verb, “Commercialize” means to engage in Commercialization.
“Competitive Infringement” has the meaning assigned to such term in Section 6.4.1.
“Confidential Information” has the meaning assigned to such term in Section 7.1.
“Control,” “Controls,” “Controlled” or “Controlling” means possession by a Party of the ability to grant the licenses or sublicenses as provided herein without violating the terms of any agreement or other arrangement with any Third Party and without causing such Party to incur payment obligations to any Third Party as a direct result of granting such license or sublicense (unless the other Party receiving such license or sublicense agrees to bear the relevant payment obligations to such Third Party).
“Consent and Assignment Agreement” has the meaning set forth in Section 2.1.2.
“Customers” means Third Party wholesalers, pharmacy benefit managers, managed care organizations, government purchasers, group purchasing organizations, or other Third Parties that enter into contracts with Napo for the Purchase or Third Party payor reimbursement of the Product.
“De-Identified Data” means data that has been de-identified in accordance with the de-identification standards set forth in 45 C.F.R. § 164.514(b).
“Disclosing Party” has the meaning assigned to such term in Section 7.1.
“Distributor” means a Third Party appointed by Licensee or its Affiliate to distribute, market, and sell the Product in circumstances where the Third Party purchases its requirements of the Product for resale to other distributors, retailers or end users, and where the appointing party does not retain a financial interest in revenues derived from such resale.
“Dosage Form” means a white, oval, delayed release tablet in any strength.
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“Dossier” means a copy of all documents submitted to the FDA in support of the NDA for the Mytesi Product including scientific and technical data relating to the Mytesi Product; for the avoidance of doubt this includes but not limited to any raw technical data supporting the NDA during pre-assessment and assessment phases.
“Dollars” or “$” means the legal tender of the United States.
“Effective Date” has the meaning assigned to such term in the Preamble.
“FDA” means the U.S. Food and Drug Administration, and any successor entity thereto.
“Field” means the symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS who are on antiretroviral therapy.
“Governmental Authority” means any supranational, international, national, commonwealth, provincial, territorial, county, municipal, district, federal, state or local body or entity exercising executive, legislative, judicial, regulatory or administrative governmental functions, including any court (or any arbitrator or other tribunal having competent jurisdiction), administrative agency or commission or other governmental authority, instrumentality, domestic or foreign, or any self-regulated organization or quasi-governmental authority.
“Holdback Amount” has the meaning assigned to such term in Section 5.1.
“Housemark” means the name and logo of Napo or any of its Affiliates and the name and logo of Licensee or any of its Affiliates.
“Indebtedness” means any liability (i) for borrowed money, (ii) under any reimbursement obligation, including those related to letters of credit, banker’s acceptances or note purchase facilities, (iii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), (iv) for the deferred purchase price of any property or services (including any milestone, royalty or earn-out payments), (v) all obligations under any interest rate, currency or other hedging agreement, (vi) commitments to repay deposits or advances by or owing to third parties, (vii) prepayment premiums of any change of control premiums, if any, “breakage” costs or similar payments associated with the repayments thereof and accrued interest, if any, on and fees and expenses and all other amounts owed in respect of any of the foregoing and (viii) any direct or indirect guaranty of indebtedness of any other person or a type described in the foregoing clauses (i) through (vii).
“Indemnitee” has the meaning assigned to such term in Section 9.3.
“Information” means all tangible and intangible (a) information, techniques, technology, practices, trade secrets, inventions (whether patentable or not), methods, knowledge, know-how, skill, experience, data, results (including pharmacological, toxicological and clinical test data and results), analytical and quality control data, results or descriptions, software and algorithms and (b) compositions of matter, cells, cell lines, assays, animal models and physical, biological or chemical material. As used herein, “clinical test data” shall be deemed to include all information related to the clinical or pre-clinical testing of a Product, including patient report forms,
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investigators’ reports, biostatistical, pharmaco-economic and other related analyses, regulatory filings and communications, and the like.
“Insolvency Event” means, with respect to a Party: (a) a voluntary case or proceeding under any applicable bankruptcy, insolvency, or other similar law is commenced by such Party, or such Party consents to the entry of an order for relief in an involuntary case or proceeding under any such law or against such Party, or such Party consents to the appointment of or taking possession by a receiver, liquidator, examiner, assignee, trustee, custodian, sequestrator, conservator, supervisor, rehabilitator (or other similar official) of such Party or for any material portion of such Party's assets and properties, or such Party makes a general assignment for the benefit of creditors, or such Party fails generally to pay, or admits in writing its inability to pay, its debts as they become due or takes any company action in furtherance of the foregoing; (b) the commencement of an involuntary case or proceeding under any applicable bankruptcy, insolvency, or other similar law against such Party, and such case or proceeding is not dismissed within ninety (90) days; (c) the taking of any formal action by such Party, its board of directors (or similar governing body) or holders of its voting securities authorizing any of the foregoing; or (d) any delinquency or default by Napo under the Supply Agreement or any Third Party MSA that results in Napo’s actual failure to timely meet Licensee’s supply requests, provided that such delinquency or default was not directly caused by or occurred within ninety (90) days of Licensee’s (or its Affiliate’s) failure to pay to Napo any amounts due under the Supply Agreement; or (d) any default or breach by Napo of Section 6.3 of this Agreement.
“Licensee” has the meaning assigned to such term in the Preamble.
“Lien” means any charge, claim, community or other marital property interest, condition, equitable interest, lien (whether voluntary, involuntary, statutory, or other), option, pledge, hypothecation, preference, priority, security interest, mortgage, right of way, easement, encroachment, servitude, conditional sale or other title retention arrangement, security or other deposits, right of first option, right of first refusal, or restriction of any kind, including, without limitation, any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.
“Losses” has the meaning assigned to such term in Section 9.1.
“Mytesi Product” means the 125 mg dosage form of crofelemer as a white, oval, delayed-release tablet printed on one side with 125SLXP and commercialized under the name Mytesi® approved for sale in the Field in the Territory for human consumption.
“Napo” has the meaning assigned to such term in the Preamble.
“Napo IP” means, collectively, (a) the Napo Know-How, (b) the Napo Mytesi Patents, (c) the Product Trademarks, (d) the Dossier, and (e) any and all intellectual property owned or Controlled by Napo or its Affiliates as of the Effective Date, including Improvements, which is reasonably useful or necessary to Commercialize the Product(s) in the Territory.
“Napo Know-How” means (a) any Information owned or Controlled by Napo or its Affiliates at any time during the Term that is necessary or reasonably useful to manufacture, have manufactured, make, have made, sell, offer for sale, have sold, promote, distribute, and otherwise
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Commercialize the Product(s), and (b) the Information regarding the Products set forth in any new drug application submitted by Napo or its Affiliates to the FDA regarding the Product(s), and all amendments and supplements thereto.
“Napo Mytesi Patents” means those Patents owned or Controlled by Napo or its Affiliates during the Term related to the formulation, manufacturing and Commercialization of the Mytesi Product in the Field or the Canalevia Product, including, without limitation, any divisionals or any substitute applications, any patent issued with respect to any such patent applications, any patents which remain valid subsequent to any post grant proceedings or other challenges which result in the patent being enforceable, any amendment or extension including any supplementary protection certificate of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent, or as applicable portions thereof or individual claims therein. A list of the Napo Mytesi Patents as of the Effective Date is attached hereto as Exhibit A, which may be updated from time to time, as applicable.
“Net Sales” means, with respect to the Product, the gross invoiced sales price of the Product sold by Licensee or its Affiliates, in finished product form, packaged and labeled for sale, under this Agreement in arm’s length sales to Third Parties, as determined by Licensee in accordance with Accounting Standards, consistently applied.

“Net Sales” for purposes of sales made by Licensee and its Affiliates under this Agreement shall be consistent with Licensee’s then current accounting standards, consistently applied.

Sales between Licensee and its Affiliates shall be excluded from the computation of Net Sales and no payments shall be payable on such sales except where such Affiliates are end users. Likewise, transfers of Product for compassionate use shall not constitute Net Sales hereunder.

“Non-breaching Party” has the meaning assigned to such term in Section 10.2.
“Party” or “Parties” has the meaning assigned to such term in the Preamble.
“Patent” means (a) all patents and patent applications in the Territory, and (b) any substitutions, divisions, continuations, continuations-in-part, provisional applications, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like of any such patents or patent applications.
“Patent Costs” means the reasonable fees and expenses paid to outside legal counsel and other out-of-pocket expenses paid to Third Parties, incurred in connection with the Prosecution and Maintenance of Patents.
“Person” means any individual, partnership, joint venture, limited liability company, corporation, firm, trust, association, unincorporated organization, Governmental Authority, or any other entity not specifically listed herein.
“Prior CDA” has the meaning assigned to such term in Section 7.6.
“Product(s)” means the Mytesi Product and, until the expiration of the current conditional Regulatory Approval on Dec 21, 2026, the Canalevia Product.
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Product Trademarks” mean (a) the trademark MYTESI, including Napo’s registered trademark to Mytesi® filed with the U.S. Patent and Trademark Office and all common law trademark rights in and to MYTESI in the Territory (“Mytesi Product Trademark”), and (b) the trademark CANALEVIA, including Jaguar’s registered trademark to CANALEVIA® filed with the U.S. Patent and Trademark Office and all common law trademark rights in and to CANALEVIA in the Territory (“Canalevia Product Trademark”).
“Prosecuting Party” has the meaning assigned to such term in Section 6.2.1.
“Prosecution and Maintenance” or “Prosecute and Maintain” means, with regard to a Patent, the preparing, filing, prosecuting and maintenance of such Patent, as well as re-examinations, reissues, and requests for patent term adjustments with respect to such Patent, together with the initiation or defense of interferences, the initiation or defense of oppositions and other similar proceedings with respect to the particular Patent. For clarification, “Prosecution and Maintenance” or “Prosecute and Maintain” shall not include any other enforcement actions taken with respect to a Patent.
“Rebate” means any rebates, price reductions or payments to Customers, based on the purchase or utilization of the Product(s).
“Receiving Party” has the meaning assigned to such term in Section 7.1.
“Regulatory Approval” means any and all approvals or authorizations (including price and reimbursement approvals), licenses, registrations, or authorizations of any federal, supranational, state or local regulatory agency, department, bureau or other government agency to Commercialize the Product(s) in the Territory.
“Regulatory Authority” means the FDA, and any regulatory or taxing authority (including, without limitation, organization, agency, commission, counsel, court, tribunal, or the like) in the Territory entitled to exercise any authority or power with respect to the Commercialization of the Product(s) or granting Regulatory Approval to Commercialize the Product(s) in the Territory, and any successor(s) thereto.
“Specified Napo IP Uses” means (i) the Specified Trademark Uses, (ii) Napo’s (and its Affiliate’s) use of the Napo Know-How to manufacture the Product(s) for Licensee under the Supply Agreement, (iii) Napo’s (and its Affiliate’s) use of the Napo Know-How in relation to any other product, except as expressly prohibited pursuant to this Agreement, and (iv) Napo’s (and its Affiliate’s) use of the Napo Know-How in relation to the research, development, Regulatory Approval and Commercialization of any or all of the Approved Indications.
“Specified Trademark Uses” mean Napo’s and its Affiliate’s use of the Product Trademarks solely to comply with SEC reporting obligations.
"Sublicensee" means any Third Party to whom Licensee grants a sublicense of some or all of the rights licensed to Licensee hereunder in accordance with Section 4.5, including any Distributor, wholesaler, pharmacy, reimbursement hub, or contract manufacturing organization or packager.
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“Supply Agreement” has the meaning assigned to such term in Section 2.1.1
“Term” has the meaning assigned to such term in Section 10.1.
“Territory” means the United States.
“Third Party” means any entity other than Licensee or Napo or an Affiliate of Licensee or Napo.
“Third Party MSAs” means each of the following (in each case, as such agreement may be amended, restated or supplemented from time to time) (i) Manufacturing and Supply Agreement for Crofelemer, by between Napo and Glenmark Life Science Limited, dated September 2020, (ii) Master Manufacturing Services Agreement, by and between Napo and Patheon Pharmaceuticals Inc., dated June 10, 2022, and (iii) Supply Agreement for Crude Plant Latex and Sustainable Harvest, by and between Jaguar Animal Health and Corporacion Forestal Amazonico SAC, dated March 24, 2014, (iv) Supply Agreement for Crude Plant Latex and Sustainable Harvest, by and between Jaguar Animal Health and L & CH Negocios y Servicios E. I. R. L., dated March 24, 2014, and (v) the Statement of Work, by and between Charles River Laboratories, Inc. and Napo, dated June 2, 2023.
“United States” or “U.S.” means the United States of America, including the Commonwealth of Puerto Rico.
commercialization
Commercialization- Commercially Reasonable Efforts. Licensee shall use Commercially Reasonable Efforts to Commercialize the Product(s) in the United States. Except as specified herein or the Supply Agreement, (i) Licensee, either itself and/or by and through its Affiliates or contractors, shall be responsible for all marketing, advertising, promotional, and sales activities in connection with the Commercialization of the Product(s), (ii) all costs associated with such Commercialization activities shall be borne solely by Licensee., and (iii) all decisions regarding the Commercialization of the Product(s) in the Territory, including the sale, pricing, and promotion of the Product(s), shall be within the sole discretion of Licensee and its Affiliates.
Supply Agreement. Licensee acknowledges and agrees that Napo, either itself and/or by and through its Affiliates, sublicensees or contractors, shall provide manufactured finished Product in connection with the commercialization of the Product pursuant to a Manufacturing and Supply Agreement to be entered into on the Effective Date (the “Supply Agreement”). Napo hereby explicitly waives its CMO exclusivity for the manufacture of the finished Product for the benefit of Licensee.
Effective as of the Effective Date, Napo hereby grants to Licensee a non-exclusive license agreement with respect to each (i) Third Party MSA and (ii) all statement(s) of work or other agreements between Napo and Charles River Laboratories, Inc. applicable to the Product(s) that are issued during the Term (the “Charles River SOWs”), pursuant to which Licensee is not permitted to exercise any rights until the occurrence of an Insolvency Event. No later than six (6)
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months following the Effective Date, Napo shall deliver to Licensee with respect to each Third Party MSA: (A) a consent and assignment agreement (each, a “Consent and Assignment Agreement”), which provides that (i) each counterparty to the Third Party MSA agreement agrees that Licensee shall automatically be permitted to exercise its rights as an assignee under such Third Party MSA without any further action upon the occurrence of any Insolvency Event and (ii) other than Charles River Laboratories, Inc., each counterparty to each Third Party MSA agrees that it will cooperate to document a form of manufacturing and supply agreement with Licensee on substantially the same terms as each respective existing Third Party MSA (unless otherwise agreed by Licensee in Licensee’s sole discretion) that shall automatically go into effect upon the occurrence of an Insolvency Event and will replace the respective existing Third Party MSA (each, a “Replacement Third Party MSA”) and (B) the Replacement Third Party MSA with respect to each such supplier. Napo agrees that (a) it shall be responsible for, pay and discharge all costs and expenses associated with negotiating and documenting each Consent and Assignment Agreement and Replacement Third Party MSA, including, without limitation, Napo’s legal fees and any costs of expenses imposed by the respective counterparty to such Consent and Assignment Agreement or Replacement Third Party MSA (though for clarity, in no event shall Napo be responsible for any costs or expenses of Licensee or any of Licensee’s Affiliate associated with negotiating or documenting any Consent and Assignment Agreement or any Replacement Third Party MSA), and (b) each (i) Consent and Assignment Agreement shall be executed by each counterparty to each Third Party MSA, and (ii) each Replacement Third Party MSAs shall be complete and in final form, as determined in the good faith discretion of Licensee, in each case of the foregoing (i) and (ii), by the six (6) month anniversary of the Effective Date (sub-clauses (a) and (b) being referred to as the “Replacement Third Party MSA Conditions”). To the extent that Napo does not satisfy the Third Party Replacement MSA Conditions by the six (6) month anniversary of the Effective Date (the “Replacement MSA Date”) with respect to any or all Third Party MSAs, Napo agrees that (i) the assignment of any such Third Party MSA that is not yet subject to a Replacement Third Party MSA shall be automatically effective on the Replacement MSA Date such that Licensee replaces Napo as the party to each such Third Party MSA and (ii) Napo shall irrevocably forfeit the Holdback Amount, and Licensee shall be permitted to retain in full the Holdback Amount. Upon completion of the Replacement Third party MSA Conditions on or prior to Replacement MSA Date, Licensee shall pay to Napo the Holdback Amount within five (5) Business Days of completion of such Third Party MSA Conditions. Napo agrees that it shall use commercially reasonable efforts to cooperate with Licensee and each counterparty to each Third Party MSA following the effectiveness of any Replacement Third Party MSA. Notwithstanding any language in this Section 2.1.2 to the contrary, Licensee understands and agrees that each of the Third Party MSAs contain provisions pursuant to which such agreement will expire or terminate as a result of the passage of time or for reasons unrelated to any Insolvency Event and, as a result, Napo shall be required to enter into addendums, amendments, and/or new agreements from time to time during the Term to replace the services provided to Napo under the Third Party MSAs. Licensee further agrees that neither the expiration or termination of any of the Third Party MSAs nor Napo’s (or any Affiliate’s) entering into addendums, amendments, and/or new agreements for the same or similar services shall constitute a default under this Agreement or any agreement ancillary hereto; provided that Napo provides Licensee with an opportunity to review and comment on drafts of any such addendums, amendments and/or new agreements prior to executing any such addendums, amendments and/or new agreements. In conjunction with each such addendum, amendment, and/or new agreement relating to a Third Party MSA, Napo shall
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work with the applicable Third Party to prepare a related addendum, amendment and/or new agreement to the applicable then existing Replacement Third Party MSA on substantially the same terms as contained in the new addendum, amendment and/or new agreement between Napo and the applicable Third Party.
Upon the occurrence of an Insolvency Event or the Replacement MSA Date, Licensee shall have the right in its sole discretion, but not the obligation, to make any payments to a counterparty to a Third Party MSA to cure any existing defaults by Napo. In the event Licensee makes any payments to a counterparty to a Third Party MSA to cure any existing defaults by Napo, Licensee may set off such amounts from any amounts due and owing by Licensee to Napo under this Agreement or the Supply Agreement. To the extent any Third Party MSA relates to the supply to Napo or its Affiliates of products other than the Product, Napo agrees that it shall be solely responsible for the payment with respect to such other products, and Napo shall indemnify, hold harmless and defend Licensee against any costs or payments due and owing with respect to such other products. Upon Licensee’s request during the Term, Napo shall cooperate with Licensee to facilitate Licensee’s ability to purchase directly from Charles River Laboratories, Inc. following an Insolvency Event in the same manner and capacity as Napo purchased from Charles River Laboratories pursuant to the Charles River SOWs.
Ownership of Regulatory Filings. Napo shall be responsible for making all regulatory filings with respect to the Product(s) in Napo’s (or its designee’s) name and Licensee will not make any such filings unless expressly set forth herein. Napo (or its designee) shall serve as sponsor and maintain all regulatory filings and Regulatory Approvals for the Mytesi Product during the Term. Napo (or its designee) shall serve as sponsor and maintain all regulatory filings and Regulatory Approvals for the Canalevia Product until the expiration of the current Regulatory Approval on December 21, 2026 and shall be solely responsible for (and obligated to timely pay) any applicable fees assessed by any Government Authority for any Regulatory Approval (e.g., any Prescription Drug User Fee Act (PDUFA) fees)) necessary for the Licensee to sell, offer for sale, have sold, promote, distribute and otherwise commercialize the Mytesi Product in the Field in the Territory during the Term. Licensee acknowledges that the current conditional Regulatory Approval for the Canalevia Product will expire on December 21, 2026. Any breach of the payment obligations of this Section 2.3 shall be deemed a material breach of this Agreement.
Subcontracting. Subject to the terms of this Agreement, each Party may perform any activities in support of its obligations under this Agreement, including in the case of Napo (and without limitation) regulatory maintenance of the Product(s), through subcontracting to a Third Party contractor or contract service organization, provided that: (a) none of the rights of the other Party under this Agreement are adversely affected as a result of such subcontracting; (b) any such Third Party subcontractor to whom a Party discloses Confidential Information of shall enter into an appropriate written agreement obligating such Third Party to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in this Agreement; and (c) the subcontracting Party shall at all times be responsible for the performance of its subcontractor(s). Subsections (a) through (c) of this Section 2.4 shall apply mutatis mutandis to any Affiliates of a Party engaged by such Party and any Party engaging a (sub)contractor shall include terms in the agreement(s) with such (sub)contractor consent with subsections (a) through (c) of this Section 2.4.
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RIGHT TO BUY-BACK LICENSE RIGHTS
The Buy-Back Option. Commencing on the day following the fifth anniversary of the Effective Date, in the event that Napo (or its Affiliates) obtains regulatory approval from the FDA for the sale of Mytesi® for any of the additional indications set forth on Exhibit B (i.e., indications other than symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS who are on antiretroviral therapy) (the “Approved Indication(s)”), subject to Napo’s compliance with the terms of conditions of this Agreement, Napo shall have the unilateral right (but not the obligation) to reacquire from Licensee all rights under this Agreement, including without limitation the exclusive right to Commercialize the Products (the “Buy-Back Option”). The Buy-Back Option may be exercised by Napo (or any Affiliate) with respect to any Regulatory Approval for the sale of Mytesi® for any Approved Indication that occurs on or prior to the fifth anniversary of the Effective Date for a period of one year commencing on the day following the fifth anniversary of the Effective Date and expiring on the sixth anniversary of the Effective Date. If no Approved Indications have received Regulatory Approval on or prior to the fifth anniversary of the Effective Date, then commencing upon the date on which Napo is first notified of Regulatory Approval for any one of the Approved Indications and continuing for one year after such date of notification, Napo may exercise the Buy-Back Option, and following such one year period, the Buy-Back Option shall terminate with respect to all Approved Indications. To exercise the Buy-Back Option, Napo shall provide written notice to Licensee to such effect within the applicable timeframe and provide the Buy-Back Option Payment to Licensee within 10 Business Days of the date Licensee provides its reasonably detailed calculation of the Buy-Back Option Payment, along with payment instructions, to Napo. Upon valid exercise of the Buy-Back Option, including Napo’s payment of the Buy-Back Option Payment, all rights of Licensee hereunder (including without limitation the licenses under Article 4) shall immediately terminate and revert to Napo and its Affiliates, as applicable.
Buy-Back Option Payment. For purposes of this Article 3, the “Buy-Back Option Payment” shall mean the amount equal to [****] multiplied by the aggregate amount of Licensee’s Net Sales over the twelve (12) month period ending on the last day of the month immediately preceding the date of Napo’s (or its Affiliate’s) exercise of the Buy-Back Option. Licensee’s aggregate Net Sales for the applicable twelve (12) month period shall be calculated by Licensee in good faith. The calculation of the Buy-Back Option Payment shall be subject to Napo’s audit right under Section 3.2.1.
Audit Rights.
Licensee shall provide Napo (and the Third Party auditor engaged pursuant to Section 3.2.1(b)) with all necessary materials, documents, assessments and other information to enable Napo (with the assistance of the Third Party auditor) to confirm that Licensee has complied with its obligations under this Section 3.2 in relation to its calculation of the Buy-Back Option Payment amount.
Licensee acknowledges and agrees that Napo (or its Affiliate) shall have the right, following Napo’s (or its Affiliate’s) initiation of the Buy-Back Option in accordance with
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Section 3.1 and receipt of Licensee’s calculation of the Buy-Back Option Payment, to, within fifteen (15) days of receipt of Licensee’s Buy-Back Option Payment calculation, engage a Third Party mutually agreed to by Napo and Licensee, at Napo’s (or its Affiliate’s) sole cost and expense to conduct an independent audit of Licensee’s Buy-Back Option Payment calculation. Such Third Party auditor shall enter into a confidentiality agreement with Licensee on customary terms, and shall only disclose to Napo (or its Affiliate) information relevant to Licensee’s compliance or non-compliance with this Article.
To the extent any audit conducted pursuant to this Agreement identifies a discrepancy between Licensee’s initial Buy-Back Option Payment calculation and the proper Buy-Back Option Payment amount as determined by the Third Party auditor, Licensee shall, within a reasonable time of receipt of such written notification (but in any event within five (5) Business Days of receipt), correct the Buy-Back Payment calculation to the satisfaction of Napo and the auditor, and to the extent Licensee’s calculation of the Buy-Back Option Payment is more than the calculation of the Third Party auditor, reimburse Napo for the difference between the amount paid by Napo to Licensee and the corrected Buy-Back Option Payment calculation and, if the results of the audit revealed a discrepancy of ten percent (10%) or more to the Buy-Back Option Payment amount resulting in a partial refund of the Buy-Back Option Payment amount to Napo, reimburse Napo for all reasonable audit fees and fees associated with the Third Party auditor’s review of the revised Buy-Back Option Payment calculations. To the extent the Third Party auditor’s calculation of the Buy-Back Option Payment amount is greater than the Buy-Back Option Payment submitted by Licensee, then Napo shall pay to Licensee the difference between such calculations within five (5) Business Days by wire transfer of immediately available funds; provided that Napo shall be permitted to offset its reasonable, documented out-of-pocket expenses of the Third Party auditor’s calculation of the Buy-Back Option.
Commercialization Information. In furtherance of the Buy-Back Option, Licensee agrees to provide the following information to Napo within thirty (30) days of the end of each fiscal year, commencing in January 2030 with respect to the fiscal year ending on December 31, 2029: pharmacy distribution data for the last 2 years. Under no circumstance shall Licensee disclose to Napo any Protected Health Information (as such term is defined in the Health Insurance Portability and Accountability Act of 1996, including its implementing privacy and security regulations), and all data or other information made available to Napo pursuant to this Agreement shall be data that has been de-identified in accordance with the de-identification standards set forth in 45 C.F.R. § 164.514(b) or its successor.
Buy-Back Option Termination and Payment; Right of First Negotiation.
If the Buy-Back Option is not exercised, the Buy-Back Option shall expire on the 12-month anniversary of the date it is first becomes exercisable in accordance with Section 3.1. Furthermore, Napo shall have the right at any time following the Effective Date and prior to the exercise of the Buy-Back Option to terminate the Buy-Back Option upon written notice to Licensee. Upon expiration of the Buy-Back Option or in consideration for the earlier termination of the Buy-Back Option, Licensee shall pay to Napo by wire transfer of immediately available funds, within five (5) Business Days of the date of expiration or the date of the termination notice, as applicable, the amount of [****] Dollars ($[****]) in accordance with Section 5.3.
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3.4.1 If Napo does not exercise its Buy-Back Option with respect to an Approved Indication that has received Regulatory Approval, then prior to selling or soliciting any offers to sell such Approved Indication, Napo shall provide Licensee the exclusive right to negotiate with Napo to purchase such Approved Indication for a period of 90 days that commences on the day that the Buy-Back Option expires (the “Exclusivity Period”). During the Exclusivity Period, Napo shall not, directly or indirectly, sell, offer, solicit or otherwise engage with any Third Party with respect to such Approved Indication.
If any Napo receives Regulatory Approval for any Approved Indication in the same strength and Dosage Form as is specified in the definition of the Mytesi Product, then Napo shall notify Licensee in writing promptly upon receiving such Regulatory Approval, and Napo shall be prohibited from promoting or marketing such Approved Indication unless and until it exercise the Buy-Back Option for the Approved Indication.
Napo hereby grants Licensee the right, which may be exercised by Licensee only upon an Insolvency Event, to purchase from Napo for the price of [****] Dollars ($[****]): (i) all rights to the Mytesi Product in the Field in the Territory and all rights to the Canalevia Product in the Territory, (ii) the Product Trademarks in the Territory, subject to Licensee granting to Napo a perpetual, royalty free right and license to use the Product Trademarks for the Specified Trademark Uses, (iii) the Third Party MSAs, and (iv) New Drug Application 202292, (the “Mytesi NDA”) and all conditional approvals that may still exist for the Canalevia Product (collectively, the “Insolvency Buyback”), subject to Licensee providing a right of reference to Napo or its Affiliates to the Mytesi NDA. Licensee shall have a period of thirty (30) days following the occurrence of any Insolvency Event to provide written notice to exercise the Insolvency Buyback. In the event Licensee exercises the Insolvency Buyback, then (i) both Parties agree to cooperate to document such Insolvency Buyback within thirty (30) days thereof and (ii) the documentation to effect such Insolvency Buyback shall specify that this License Agreement (including the Buy-Back Option, but excepting any outstanding payment obligations under Section 5.2) shall terminate.
GRANT OF RIGHTS
License Grants. Subject to the terms and conditions of this Agreement, Napo hereby grants to Licensee the exclusive (except as to Napo and its Affiliates solely for the Specified Napo IP Uses), non-transferable (except as specified in Section 11.4), sublicensable (in accordance with Section 4.5) royalty-free right and license under the Napo Mytesi Patents to sell, offer for sale, have sold, make, have made, promote, distribute and otherwise Commercialize the Product(s) in the Territory. Subject to the terms and conditions of this Agreement, Napo hereby grants to Licensee an exclusive (except as to Napo and its Affiliates for the Specified Napo IP Uses), non-transferable (except as specified in Section 11.4), worldwide (solely for purposes of manufacturing the Product(s) outside of the Territory for sale in the Territory in accordance with the terms of this Agreement and the Supply Agreement), sublicensable (in accordance with Section 4.5) royalty-free right and license under the Napo Know-How to sell, offer for sale, have sold, make, have made, promote, distribute and otherwise Commercialize the Product(s) in the Territory. Subject to the terms and conditions of this Agreement, Napo hereby grants to Licensee the exclusive (except as to Napo and its Affiliates for the Specified Trademark Uses), non-transferable (except as
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specified in Section 11.4), sublicensable (in accordance with Section 4.5) royalty-free right and license under the Mytesi Product Trademark to sell, offer for sale, have sold, promote, distribute and otherwise commercialize the Mytesi Product in the Field in the Territory. Subject to the terms and conditions of this Agreement, Jaguar hereby grants to Licensee the exclusive (except as to Jaguar, Napo and its Affiliates for the Specified Trademark Uses), non-transferable (except as specified in Section 11.4), sublicensable (in accordance with Section 4.5) royalty-free right and license under the Canalevia Product Trademark to sell, offer for sale, have sold, promote, distribute and otherwise commercialize the Canalevia Product in the Territory.

Notwithstanding anything to the contrary herein, Napo will not, directly or indirectly, (a) Commercialize any product under a Product Trademark in the Territory unless and until the Buy-Back Option is exercised, (b) Commercialize any crofelemer product in either (i) any dosage form that is substantially the same as the Dosage Form, or (ii) any of the Approved Indications in the Territory (unless and until the Buy-Back Option is exercised), or (c) Commercialize any crofelemer product in any form worldwide that would trigger any most favored nation provisions (i.e. selling such product at a price less than Licensee sells the Product(s) for at such time), or similar obligations, in the Territory. For clarity, Napo (and its Affiliates) shall be permitted to undertake any other activities with respect to crofelemer including without limitation research, development seeking and obtaining Regulatory Approval, and Commercialization of non-Dosage Form products in the Territory that meet all of the following requirements: (i) are not Approved Indications; (ii) do not use the Product Trademarks; and (iii) do not trigger any most favored nation provisions, or similar obligations.

Transfer of Information. On the Effective Date and otherwise upon the request of Licensee, Napo shall provide Licensee with copies of all material Information relating to Napo IP, including all Information relating to Napo’s Commercialization of the Product in the Territory during the approximately two year period commencing on January 1, 2024 and ending on the Effective Date, at no cost to Licensee and in forms specified by Licensee; provided that notwithstanding anything in the foregoing to the contrary, Napo shall be obligated to provide to Licensee a copy of the Dossier only upon the occurrence of an Insolvency Event (it being understood that the Dossier shall remain the property of Napo, shall continue to be subject to the confidentiality terms of this Agreement and Licensee shall not make any filings for Regulatory Approvals with respect to such Dossier). The Parties shall fully and promptly cooperate to provide for a smooth transfer of such Information to License.
Continuing Cooperation. Napo shall use Commercially Reasonable Efforts to cooperate with Licensee relating to the Commercialization of the Product, which may be identified by Licensee during the Term. In addition, during the Term, Napo shall make its relevant personnel reasonably available to Licensee, upon reasonable prior request, to answer any questions or provide instruction as reasonably requested by Licensee concerning the information delivered or contemplated for delivery pursuant to this Article 4 or otherwise in connection with the Commercialization of the Product; provided, however, nothing in this Agreement shall require Napo to continue to employ, consult with or otherwise maintain or develop a relationship with any personnel.
Exclusivity. Napo hereby covenants and agrees with Licensee that during the Term, other than as expressly provided in this Agreement, neither Napo or its Affiliates, nor any Person acting
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on behalf of Napo or its Affiliates, shall grant any license or right with respect to the Napo IP to any Affiliate or Third Party to, research, make, have made, develop or Commercialize the Products in the Field in the Territory.
Sublicensing. Licensee shall have the right to grant sublicenses under the licenses granted in Section 4.1 to its Affiliates and to Third Party Sublicensees in connection with the Commercialization of the Product(s) in the Field in the Territory. Licensee shall ensure that the terms and conditions of any such sublicense are consistent with the terms and conditions of this Agreement, and shall include provisions that are at least as protective of Napo and the Napo IP as this Agreement. Licensee shall remain primarily liable to Napo for all of its obligations under this Agreement and shall be responsible and liable for all activities of its Sublicensees as if such activities were conducted by Licensee itself.
Trademarks.
Subject to the terms and conditions of this Agreement, Napo hereby grants to Licensee, and Licensee hereby accepts as to the Product(s) in the Field in the Territory: (a) a non-exclusive, non-transferable, non-sublicensable license to use the Housemarks of Napo solely in conjunction with the Commercialization of the Product(s) in the Field in the Territory and solely for such uses as are specifically approved in writing by Napo (which uses Napo hereby confirms includes use of the such trademarks to identify Napo as the manufacturer of the Product if so required by Applicable Laws). For the avoidance of doubt there is no obligation on Licensee to apply such trademarks o the Product packaging, except as required by Applicable Law.
Subject to the terms and conditions of this Agreement, Licensee hereby grants to Napo, and Napo hereby accepts, a non-exclusive, non-transferable, non-sublicensable (except to any Third Party involved in the manufacturing or supply of the Product(s), including each of the Third Parties that are a party to a Third Party MSA) license to use the Housemarks of Licensee solely in conjunction with the labeling and specified packaging of the Product(s) for supply to Licensee and its Affiliates in the Territory and solely as such are approved in writing by Licensee. In furtherance of the foregoing, Licensee hereby approves Napo’s, its Affiliate’s and each Third Party that is a party to a Third Party MSA use of the Housemarks of Licensee solely in conjunction with the labeling and packaging of the Product(s) for supply to Licensee and its Affiliates in the Territory without any the need for any further approval.
UPFRONT AND MILESTONE PAYMENTS
Upfront Payment. Licensee shall pay to Napo a one-time, non-refundable, non-creditable payment of (i) eighteen million Dollars ($18,000,000) less (ii) two million Dollars ($2,000,000) (the “Holdback Amount”) on the Effective Date.
Milestone Payments.
Product Milestones. As consideration for the rights and licenses granted to Licensee under this Agreement, Licensee shall make the following non-refundable, non-creditable, one-time
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milestone payments to Napo with respect to the first occurrence of each of the following milestone events:

Milestone Events	$ (in millions)
Achievement of cumulative Net Sales of $[****] in the prior 12 months	[****]
Achievement of cumulative Net Sales of $[****] in the prior 12 months	[****]
Achievement of cumulative Net Sales of $[****] in the prior 12 months	[****]

With respect to the trailing 12 month Net Sales based milestones described above, each such milestone is payable once upon the first achievement of the applicable Net Sales threshold, as determined by Licensee in its good faith discretion. For clarity, if more than one milestone is reached with respect to the same trailing 12 month period, all such milestones shall be payable by Licensee to Napo at the same time in accordance with Section 5.2.2.

Payment. Each payment under Section 5.2.1 relating to each of the milestones shall be due and payable within sixty (60) days after achievement of such milestone.
Limited Guarantee. If, and only if, Licensee fails to pay any milestone payment as required by Section 5.2, Future Pak shall pay the full amount of such milestone payment to Napo within ten (10) Business Days of receiving written notice from Napo of Licensee’s failure to pay.
Methods of Payments. All payments due from Licensee to Napo under this Agreement shall be paid in Dollars by wire transfer to a bank in the United States designated in writing by Napo.
Accounting; Reporting.
Licensee agrees to keep complete and accurate records setting forth the sales and other disposition of all of the Product(s) sold or otherwise disposed of in sufficient detail to enable compensation payable to Napo hereunder to be determined. Only during such times as achievement of the milestone events set forth in Section 5.2.1 appears to be possible based on the last twelve months of Product(s) supplied to Licensee, Licensee further agrees, upon not less than thirty (30) calendar days’ prior written notice, to permit the books and records relating to the latest five (5) year period to be examined by an independent accounting firm selected by Napo and reasonably acceptable to Licensee for the purpose of verifying payments required to be made under Section 5.2. Such audit shall not be performed more frequently than once per Calendar Year and shall be conducted under appropriate confidentiality provisions, for the sole purpose of verifying the accuracy and completeness of all financial, accounting and numerical information and calculations provided under this Agreement. Such examination is to be made at the expense of Napo.
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Upon request of Napo, Licensee agrees to provide the following information to Napo within thirty (30) days of the end of each calendar quarter during which achievement of the milestone events set forth in Section 5.2.1 appears to be possible based on the last twelve months of Product(s) supplied to Licensee: the Net Sales for such trailing calendar quarter and the prior three calendar quarters, which shall include a detailed calculation of Net Sales for each such quarter, including the amount of each deductions from gross sales utilized in making the calculation, which shall be itemized. For the avoidance of doubt, upon Licensee’s achievement and payment of all milestone payments set forth in Section 5.2.1, the reporting obligation in this Section 5.4.2 shall terminate.
Notwithstanding any other provision of this Agreement, the Licensee shall be entitled to (i) deduct and withhold from any consideration payable pursuant to this Agreement, such Taxes as may be required to be deducted or withheld therefrom under any provision of applicable Tax Law and (ii) to require any necessary tax forms, including IRS Form W-9 or the appropriate series of IRS Form W-8, as applicable, or any similar information from Napo or any other Person to whom a payment is required to be made pursuant to this Agreement.. Napo alone shall be responsible for paying any and all taxes levied on account of, or measured in whole or in part by reference to, any Payments it receives. To the extent such Taxes are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Late Payments. Any amount owed by Licensee to Napo or by Napo to Licensee under this Agreement that is not paid within the applicable time period set forth herein shall accrue interest at the rate of one percent (1%) above the prime rate, as reported by The Wall Street Journal from time to time, or, if lower, the highest rate permitted under Applicable Law, calculated on the number of days such payments are paid after the date such payments are due; provided, that with respect to any disputed payments, no interest payment shall be due until such dispute is resolved and the interest which shall be payable thereon shall be based on the finally-resolved amount of such payment, calculated from the original date on which the disputed payment was due through the date on which payment is actually made.
OWNERSHIP OF RESULTS AND INTELLECTUAL PROPERTY RIGHTS
Ownership. Except as otherwise provided in this Agreement:
Solely-Owned Intellectual Property and Retained Rights. Napo and Jaguar shall retain all of their respective rights, title and interest in and to the Napo IP, except to the extent that any rights or licenses are expressly granted by Napo or Jaguar to Licensee under this Agreement.
Prosecution and Maintenance of Napo Mytesi Patents.
Napo Mytesi Patent Filings. The Party responsible for Prosecution and Maintenance of any Napo Mytesi Patents and the Product Trademarks as set forth in Sections 6.2.2 below (the “Prosecuting Party”) shall use commercially reasonable efforts to obtain reasonable protection for such intellectual property, using counsel of its own choice but reasonably acceptable
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to the other Party. The Prosecuting Party shall keep the non-prosecuting Party informed as to material developments with respect to the Prosecution and Maintenance of such Napo Mytesi Patents and the Product Trademarks, including by providing copies of all office actions or any other substantive documents that the Prosecuting Party receives from any patent office, including notice of all interferences, reissues, re-examinations, or oppositions, and by providing the non-prosecuting Party the timely opportunity to have reasonable input into the strategic aspects of such Prosecution and Maintenance.
Napo Mytesi Patents and Product Trademarks. Napo (and Jaguar with respect to the Canalevia Product Trademark) shall have the first right, but not the obligation, to Prosecute and Maintain the Napo Mytesi Patents and Product Trademarks using counsel of its choice. Napo (or Jaguar with respect to the Canalevia Product Trademark) shall keep Licensee informed of the progress with regard to the Prosecution and Maintenance of the Napo Mytesi Patents and the Product Trademarks. If Napo (or Jaguar, as applicable) intends to abandon or cease prosecution or maintenance of any Napo Mytesi Patents or Product Trademarks for which it has the first right to Prosecute and Maintain under this Section 6.2.2, Napo (or Jaguar, as applicable) shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than ninety (90) days prior to the next deadline for any action that must be taken with respect to the Napo Mytesi Patents and the Product Trademarks in the relevant patent or trademark office). In such case, upon written notice from Licensee to Napo and Jaguar, Licensee may elect, in its sole discretion, to continue prosecution and maintenance of such Napo Mytesi Patent(s) and Product Trademarks and Napo shall (i) indemnify and defend Licensee for such costs and expenses and (ii) execute such documents and perform such acts, at Napo’s expense, as may be reasonably necessary to allow Licensee to continue the prosecution and maintenance of such Napo Mytesi Patent(s) and Product Trademarks.
Defense of Claims Brought by Third Parties. If a Third Party asserts that a Patent or other right owned by it is infringed by the Commercialization of the Product, Napo shall defend against any such assertions at its cost and expense, provided that Napo shall not enter into any settlement related thereto without the prior written consent of Licensee. Licensee may at its own expense and with its own counsel join any defense brought by Napo; provided, however, that Napo shall pay Licensee's costs and expenses if Licensee joins or is joined as a necessary or indispensable party or provides assistance to Napo in connection with Napo's defense of any such claim.
Enforcement of Napo Intellectual Property Rights.
Duty to Notify of Competitive Infringement. If any Party learns of (a) an infringement, unauthorized use, misappropriation or threatened infringement, or any other such activity by a Third Party with respect to any Napo IP, or (b) the filing of an application for Regulatory Approval of a generic version of a Product by a Third Party, in each case (a) and (b) in the Territory (“Competitive Infringement”), such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such Competitive Infringement.
First Right of Licensee. If the Product is the subject of any Competitive Infringement, Licensee shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect thereto by counsel of its own choice, and Napo shall
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have the right, at its own expense, to be represented in that action by counsel of its own choice. If Licensee fails to bring an action or proceeding within a period of sixty (60) calendar days after first being notified of such Competitive Infringement, Napo shall have the right to bring and control any such action by counsel of its own choice, and Licensee shall have the right to be represented in any such action by counsel of its own choice at its own expense.
Share of Recoveries. If one Party brings any such action or proceeding in accordance with this Section 6.4, the other Party agrees to be joined as a party plaintiff where necessary and to give the enforcing Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 6.4 and of the other Party if joined by the prosecuting Party shall be borne by the enforcing Party. If Licensee is the enforcing Party, any damages or other monetary awards recovered shall be retained in full by Licensee. If Napo is the enforcing Party, any damages or other monetary awards recovered shall be shared as follows: (a) the amount of any such recovery actually received by Napo shall first be applied to each Parties out-of-pocket costs of such action; and then (b)(i) if the court or other tribunal allocates damages as between the Parties, in accordance with such allocation, or (ii) if no such allocation is made, (A) any remaining proceeds to Licensee which shall be treated as Net Sales and subject to its milestone payment obligations to Napo, or (B) if Licensee has sold the Product and Napo has exercised the Buy-Back Option, the proceeds will be allocated between the Parties based on the applicable volume of sale by each party relating to the period to which the monetary award is applicable with all proceeds to Licensee being treated as Net Sales and subject to its milestone payment obligations to Napo. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 6.4 may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of the Napo Mytesi Patent.
Limitations on Settlements. Notwithstanding anything in this Section 6.4 to the contrary, any rights granted the Third Party under the relevant Patent to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to those rights that the granting Party otherwise has the right to grant.
Other Infringement. Licensee shall retain all rights to pursue an infringement of any Patent solely owned by Licensee that is other than a Competitive Infringement, and Napo shall retain all rights to pursue an infringement of any Patent solely owned by Napo that is other than a Competitive Infringement.
Trademarks. Licensee and its Affiliates shall market the Mytesi Product solely under the Mytesi Product Trademark and the Canalevia Product solely under the Canalevia Product Trademark.
CONFIDENTIALITY
Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other
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than as provided for in this Agreement any confidential and proprietary information and materials, including Information, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement including trade secrets, know-how, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information:
was in the lawful possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party;
was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;
became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of this Agreement;
was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to others; or
is independently discovered or developed by the Receiving Party without the aid, application, or use of the Disclosing Party’s Confidential Information, as evidenced by a contemporaneous writing.
Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party may use and disclose Confidential Information of the Disclosing Party as follows: (i) under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement (including Licensee’s right to commercialize the Products); or (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Regulatory Approval, conducting pre-clinical activities or clinical trials, marketing the Product, or otherwise required by law; provided, however, that if a Receiving Party is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it shall, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with investors, consultants, advisors or others on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (iv) to the extent mutually agreed to in writing by the Parties.
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Press Release; Disclosure of Agreement. On or promptly after the Effective Date, Jaguar shall issue a public announcement of the execution of this Agreement in a form mutually agreed to by Napo and Licensee. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties’ activities hereunder, or any results or data arising hereunder, except with the other Party’s prior written consent, or except as reasonably necessary to comply with all applicable national securities exchange listing requirements or laws, rules or regulations. Licensee acknowledges that Jaguar is a public company and will be required to disclose this Agreement. In addition to the foregoing, Napo and its Affiliates shall be entitled to disclose information that is material consistent with prior disclosure approved by Licensee without the need for additional approval. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential investors, lenders, acquirers, merger partners, and professional advisors. Except as otherwise set forth in this Section, each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission, and any other similar Government Authority describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable and timely comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought.
Remedies. Each Party shall be entitled to seek, in addition to any other right or remedy it may have at law or in equity, a temporary injunction, without the posting of any bond or other security, enjoining or restraining the other Party from any violation or threatened violation of this Article 7.
Clinical Trial Register. Napo shall have the right to publish the results or summaries of results of all clinical trials conducted by it with respect to a Product on Napo’s clinical trial register.

7.6 Prior Confidentiality Agreement. The Parties acknowledge that they have previously exchanged certain confidential or proprietary information pursuant to that certain Confidentiality Agreement between the Parties dated March 7, 2025 (the “Prior CDA”). All Confidential Information disclosed under the Prior CDA shall be deemed “Confidential Information” for purposes of this Agreement and shall be subject to the terms, protections, and use restrictions set forth herein. To the extent any provision of this Agreement provides greater protection for Confidential Information than the Prior CDA, the terms of this Agreement shall govern. The Prior CDA shall remain in effect solely with respect to any obligations that are intended by its terms to survive termination, provided that, in the event of any conflict between the Prior CDA and this Agreement with respect to the treatment of Confidential Information, this Agreement shall control.

REPRESENTATIONS AND WARRANTIES
Representations and Warranties of Both Parties. Each Party hereby represents and warrants, as of the Effective Date, that:
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such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;
this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof;
the execution, delivery and performance of this Agreement by such Party does not and will not (i) conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, (ii) constitute a default under (iii) result in a violation any Applicable Laws or regulation of any Governmental Authority or other agency having jurisdiction over such Party (iv) give any Third Party the right to terminate or accelerate any obligation under any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, (v) result in the creation of any lien upon the Napo IP, or (vi) require the consent, approval, authorization or exemption of or other action by or notice to or filing with any Government Authority or Third Party;
no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Laws currently in effect, is or shall be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements;
neither such Party, nor any of its employees, officers, directors, consultants and advisors (a) are currently excluded, debarred, or otherwise ineligible to participate in any government health care programs; (b) has been convicted of a criminal offense related to the provision of healthcare items or services but yet to be excluded, debarred, or otherwise declared ineligible to participate in such health care programs; and (c) is, to such Party’s knowledge, under investigation by any Governmental Authority or otherwise aware of any circumstances which would reasonably be expected to result in it, or any of its Affiliates or their respective employees, officers, directors, consultants and advisors, being excluded from participation in the such health care programs; and
the employees of such Party or its Affiliates that are providing services under this Agreement are under a written obligation to assign all right, title and interest in and to their inventions and discoveries, whether or not patentable, to such Party as the sole owner thereof.
Representations and Warranties of Napo. Napo hereby represents, warrants, and covenants to Licensee, as of the Effective Date, that:
Napo is the owner of, or has a license to, the Napo IP free from any Liens;
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Napo has the right to grant all rights and licenses it purports to grant to Licensee with respect to Napo IP under this Agreement;
The Napo Mytesi Patents are valid, subsisting, and enforceable;
Napo has not granted as of the Effective Date, and during the Term shall not grant, any right or license to any Third Party relating to any of Napo IP that would conflict or interfere with any of the rights or licenses granted to Licensee hereunder;
No risk of Nitrosamine formation has been identified by Napo in respect of the Product. There is no Nitrosamine in the active pharmaceutical ingredient or the Product;
There is no pending or, to Napo’s knowledge, threatened litigation, no has Napo received any written notice from a Third Party (a) asserting or alleging that the Napo IP infringes upon the intellectual property rights of such Third Party, (b) asserting or alleging that such Third Party is entitled to an ownership interest in the Napo IP or Product or (c) offering a license or covenant not to sue in connection with the commercialization of the Napo IP or Product;
No outstanding written claim or threat of action has been received by Napo or its Affiliates (and to Napo’s knowledge, there are no allegations or proceedings, pending or threatened), claiming that the grant of the licenses pursuant to this Agreement, or the exploitation of the Napo IP or the Product (including any activities relating to the development of the Product by Napo) has infringed, is infringing or would be likely to infringe, any valid and subsisting intellectual property rights of any Third Party;
As of the Effective Date, there are no proceedings, pending or threatened in writing, or to Napo’s knowledge, pending, which challenge Napo’s exclusive ownership, the validity or the enforceability of the Napo IP;
As of the Effective Date, all registrations and filings necessary to preserve the rights in the Napo Patents have been made and are in good standing and all applicable fees have been paid on or before the due date for payment;
Within the three (3) years preceding the Effective Date, Napo has not received written notice of any claim or threatened claim from any Person (including any employee of Napo or any of its Affiliates) claiming compensation in respect of Napo’s or its Affiliates’ ownership, use or exploitation of any Napo IP;
The Napo Mytesi Patents represent all patents relating to the Commercialization of the Mytesi Product in the Field in the Territory and the Canalevia Product in the Territory, as of the Effective Date;
Neither Napo nor any of its Affiliates own or control any Patents for the Canalevia Product except for patent W0 2012/101008 A1, which is a Napo Mytesi Patent and is described on Exhibit A;
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Neither Napo nor any of its Affiliates own or control any intellectual property (including Napo IP) which is useful or necessary for Licensee to Commercialize the Product(s) in the Territory that is not licensed to Licensee under both Section 4.1 and Section 10.4.2;
Except in connection with commercial lending arrangements, neither Napo nor any of its Affiliates is a party to or otherwise bound by any oral or written contract or agreement that conflicts with, or limits the scope of, any of the rights or licenses granted to Licensee hereunder or that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of Licensee’s rights under this Agreement;
In respect of the Product, Napo, its Affiliates and, to its knowledge, their contractors have gathered, generated, prepared, processed, maintained and retained all data and information that is required to be generated, maintained or retained pursuant to and in accordance with (and have conducted all development activities accordance with) with good laboratory practice and Applicable Laws;
Napo has not withheld from Licensee or any Regulatory Authority any material adverse information relating to the safety or efficacy of the Product, and Napo is not aware of any scientific or technical facts or circumstances that would adversely affect the safety or efficacy of the Product;
Other than the Third Party MSAs and the services provided under the Charles River SOWs there are no third party manufacturing and supply agreements that are critical to the manufacture and supply of the Product, and Napo is not in default under any Third Party MSA or any of its agreements with Charles River Laboratories, Inc.;
Napo has the capacity and resources to supply the Product as contemplated under this Agreement and the Supply Agreement;
Napo has and shall maintain the necessary know-how, procedures and personnel to have manufactured and Supply the Product in accordance with the terms of this Agreement;
Napo shall be responsible for any returns and Rebates for Products sold prior to the Effective Date and for Rebates of Products sold within thirty (30) days of the Effective Date (provided that Product sales between Licensee and its Affiliates shall be excluded). Schedule 8.2.20 sets forth an estimate of all Rebates that Napo has accrued for as of the Effective Date; and
There are no known government investigations, legal claims, judgments or settlements against or owed by Napo or any of its Affiliates, or pending or, to Napo’s knowledge, threatened, government investigations, legal claims or litigation, in each case relating to a breach or alleged breach of applicable Laws with respect to the commercialization of the Product.
Representations and Warranties of Licensee. Licensee hereby represents, warrants, and covenants to Napo, as of the Effective Date, that:
Future Pak owns one hundred percent (100%) of the issued and outstanding equity interests of Licensee;
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Licensee shall be responsible for returns of Products sold on and after the Effective Date and for Rebates for Products sold commencing thirty-one (31) days after the Effective Date;
Licensee shall pay to Napo all passthrough costs, fees and expenses incurred by Napo on behalf of Licensee under this Agreement, the Supply Agreement and all other documents ancillary hereto or thereto, including without limitation all fees and expenses related to Rebates for Products sold commencing thirty-one (31) days after the Effective Date as a result of Licensee Commercialization under Napo’s NDC. Provided that Napo timely provides Licensee with full details and evidence that substantiate such Rebates relate to Products sold thirty-one (31) days following the Effective Date and thereafter, Licensee shall Pay Napo within fifteen (15) days of receipt of an applicable invoice from Napo for such costs, fees and/or expenses.
There are no known government investigations, legal claims, judgments or settlements against or owed by Licensee or any of its Affiliates, or pending or, to Licensee’s knowledge, threatened, government investigations, legal claims or litigation, in each case relating to a breach or alleged breach of applicable Laws that will or are reasonably likely to adversely impact Licensee’s (and its Affiliate’s) Commercialization of the Products; and
After giving effect to the transactions contemplated by this Agreement, the Supply Agreement, the Quality Agreement and any other agreements between the parties hereto or thereto (i) the fair value of the assets of each of Licensee is greater than the then total amount of liabilities, including contingent liabilities, of such company, (ii) Licensee is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which its property would constitute unreasonably small capital, and (iii) Licensee or its Affiliates have sufficient cash to pay the Holdback Amount and any milestone payments that may become due under Section 5.2.1.
Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE OR GIVEN BY OR ON BEHALF OF A PARTY, AND ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED.
INDEMNIFICATION; INSURANCE
Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Napo, and its Affiliates, and its and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses including, but not limited to, the reasonable fees of attorneys and other professionals (collectively, “Losses”), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon:
the negligence, recklessness or wrongful intentional acts or omissions of Licensee and/or its Affiliates and its or their respective directors, officers, employees and agents, in
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connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement;
any breach of this Agreement by Licensee (or its Affiliates or contractors), including any breach of any representation or warranty or express covenant made by Licensee under this Agreement; or
the marketing, commercialization and sale by Licensee or its Affiliate of the Product,

except, in each case above, to the extent such Claim is caused by the gross negligence or intentional misconduct of Napo or its Affiliates.

Indemnification by Napo. Napo shall indemnify, defend and hold harmless Licensee and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all Losses, arising out of or resulting from any and all Third Party Claims based upon:
the negligence, recklessness or wrongful intentional acts or omissions of Napo and/or its Affiliates and/or its and their respective directors, officers, employees and agents, in connection with Napo’s performance of its obligations or exercise of its rights under this Agreement;
any breach of any representation, warranty or covenant made by Napo this Agreement;
the research or development conducted by or on behalf of Napo hereunder;
any Liens or USPTO Filings related to the Napo Mytesi Patents or Indebtedness associated with such Liens or USPTO Filings,

except, in each case above, to the extent such Claim is caused by the gross negligence or intentional misconduct of Licensee of its Affiliates.

Procedure. In the event that any person (an “Indemnitee”) entitled to indemnification under Section 9.1 or Section 9.2 is seeking such indemnification, such Indemnitee shall (i) inform, in writing, the indemnifying Party of the Claim as soon as reasonably practicable after such Indemnitee receives notice of such Claim (it being understood and agreed, however, that the failure or delay by an Indemnitee to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the indemnifying Party shall have been prejudiced as a result of such failure or delay to give notice), (ii) permit the indemnifying Party to assume direction and control of the defense of the Claim, (iii) cooperate as reasonably requested (at the expense of the indemnifying Party) in the defense of the Claim, and (iv) undertake all reasonable steps to mitigate any loss, damage or expense with respect to the Claim(s). The indemnifying Party shall not settle or compromise any Claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld.
Insurance. During the Term and for one (1) year thereafter, each Party shall procure and maintain insurance, including general liability insurance and product liability insurance, adequate
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to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated. It is understood that such insurance shall not be construed to create a limit of either Party’s liability with respect to its indemnification obligations under Section 9.3. Each Party shall provide the other Party with written evidence of such insurance upon request. Each Party shall provide the other Party with written notice at least thirty (30) days prior to the cancellation, non-renewal, or material change in such insurance which materially adversely affects the rights of the other Party hereunder.
LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF ARTICLE 7, IN THE EVENT OF FRAUD OR INTENTIONAL MISCONDUCT OR FOR CLAIMS OF A THIRD PARTY WHICH ARE SUBJECT TO INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER NAPO NOR LICENSEE, NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), INDEMNITY OR CONTRIBUTION, AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE.
Right to Offset. Licensee shall have the right to offset any indemnification claim or any other amount due under this Agreement or any indemnification claim under the Supply Agreement that is due by Napo or any of its Affiliates, as the case may be, against any other amount that Licensee may owe any such parties under this Agreement (including, but not limited to any milestone payment owed pursuant to Section 5.2, or any amount that may become payable by Licensee to Napo following an Insolvency event pursuant to Section 3.4.4) other than the Holdback Amount. Any dispute arising under this Section 9.6 shall be resolved in accordance with Sections 11.1 and 11.2 of this Agreement. This offset remedy is not exclusive, but is cumulative with all other remedies of Licensee and does not in any way limit any liability of the Napo to Licensee under this Agreement or otherwise.
Napo Mytesi Patents. Napo represents that it is not aware of any recorded UCC-1 financing statement purporting to record a Lien on any Napo Mytesi Patents. Napo agrees to use its commercially reasonable efforts to request the release, withdrawal, correction, or discharge, as applicable, of the USPTO filings by Kingdon Capital Management, L.L.C. and associated with the Napo Mytesi Patents within forty-five (45) days of the Effective Date.
TERM AND TERMINATION
Term; Expiration. This Agreement shall become effective as of the Effective Date and, unless earlier terminated pursuant to the other provisions of this Article 10, shall expire in its entirety (except as otherwise set forth in this Article 10) upon the written notice from Licensee to Napo that Licensee desires to terminate this Agreement; provided, however, in the event Napo
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exercises the Buy-Back Option, this Agreement shall terminate upon the expiration of all payment obligations under this Agreement, including without limitation both the milestone payment obligations of Licensee and the Buy-Back Option payment obligation of Napo. The period from the Effective Date until the date of expiration or earlier termination of this Agreement in its entirety is referred to herein as the “Term.”
Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of this Agreement, then the Non-Breaching Party may deliver notice of such breach to the Breaching Party. If the Breaching Party fails to cure such breach, or take such steps as would be considered reasonable to effectively cure such breach, within a thirty (30)-day period after delivery of such notice, the Non‑Breaching Party may terminate this Agreement upon written notice to the Breaching Party. Furthermore, if Licensee’s Affiliate is in breach of the Supply Agreement, but only due to a breach caused by Licensee’s or its Affiliate’s non-payment of any amounts due and owing thereunder (after taking into account any applicable cure periods thereunder), Napo may terminate this Agreement upon written notice to Licensee. For the avoidance of doubt, upon the occurrence of sub-clause (a) of the Definition of “Insolvency Event”, such occurrence shall be deemed a material breach of this Agreement and Napo shall have no cure period for such breach.
Termination for Bankruptcy.
In addition to the remedies set forth in Section 2.1.3 of this Agreement, either Party may terminate this Agreement, if, at any time, the other Party shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or if the other Party makes a general assignment for the benefit of creditors or proposes a written agreement of composition or extension of substantially all of its debts or if the other Party shall propose or be a party to any dissolution or liquidation, or if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors, in each case that is not dismissed or discharged within ninety (90) calendar days.
All rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined in Section 101(56) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code.
Effect of Termination or Expiration.
Upon Expiration or Termination following exercise of the Buy-Out Option. Following the expiration of the Term pursuant to Section 10.1 or termination as a result of Napo’s exercise of the Buy-Out Option, subject to the terms and conditions of this Agreement, Napo (and/or its Affiliates) shall hold all rights with respect to the Products, including without limitation a fully-paid and royalty-free right to continue to develop, have developed, manufacture, have manufactured, make, have made, use, and to sell, offer for sale, have sold, promote, distribute, import, export and otherwise commercialize the Products in the Field in the Territory, for so long as it continues to do so.
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Upon Termination by Licensee for Cause or Bankruptcy.

Napo hereby grants, and agrees to grant, to Licensee (i) a perpetual exclusive license (except as to Napo and its Affiliates solely for the Specified Napo IP Uses), with the right to grant sublicenses, under the Napo Mytesi Patents, (ii) a perpetual exclusive license (except as to Napo and its Affiliates solely for the Specified Napo IP Uses), with the right to grant sublicenses, under the Mytesi Product Trademark, (iii) a perpetual exclusive license (except as to Jaguar and its Affiliates solely for the Specified Trademark Uses), with the right to grant sublicenses, under the Canalevia Product Trademark, (iv) a perpetual non-exclusive license (except as to Napo and its Affiliates solely for the Specified Trademark Uses), with the right to grant sublicenses, under the Napo IP, in each case, to sell, offer for sale, have sold, promote, distribute, and otherwise Commercialize, and (v) the Mytesi Product in the Field in the Territory and the Canalevia Product in the Territory, in each case, and including the right to manufacture and have manufacture such products worldwide for sale in the Territory, subject to Licensee’s payment obligations under this Agreement, including under Article 5; provided that Licensee will not utilize such rights granted to it under this Section 10.4.2(a) until and if this Agreement is terminated by Licensee under Section 10.2 or Section 10.3.

Upon Termination by Napo for Cause or Licensee Bankruptcy. In the event of a termination of this Agreement by Napo, pursuant to Section 10.2 or 10.3, the Term shall terminate, all of Napo’s obligations hereunder shall immediately terminate and no longer be of any force or effect, and all rights granted by Napo to Licensee hereunder shall immediately revert to Napo.
Documentation and Regulatory Filings. Upon termination of this Agreement by Licensee pursuant to Section 10.2 or 10.3 or a rejection of this Agreement by Napo in the event of a Napo bankruptcy, Napo shall, to the extent permitted by Applicable Law, promptly take such steps as set forth in Section 16.4 of the Supply Agreement necessary for the continued manufacture and supply of the Product. Following the Effective Date, in addition to the required actions set forth in Section 2.1.3 of this Agreement, Napo shall take all actions reasonably necessary to effect such possible future assignment, including obtaining any required consents from Third Parties. Upon termination of this Agreement by Napo pursuant to Section 10.2 or 10.3 or upon Napo’s exercise of the Buy-Back Option, Licensee shall, at Napo’s discretion, exclusively license or assign and deliver to Napo all relevant documents and regulatory filings pertaining to the commercialization of the Product by Licensee hereunder, and which is necessary or useful for commercialization of the Product in the Territory.
Accrued Rights; Surviving Provisions of the Agreement.
Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination, relinquishment or expiration including the payment obligations under Article 5 hereof and any and all damages arising from any breach hereunder. Such termination, relinquishment or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination of this Agreement.
The provisions of Articles 7 and 9 and 10, as well as any applicable definitions in Article 1, shall survive the termination or expiration of this Agreement for any reason, in
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accordance with their respective terms and conditions, and for the duration stated, and where no duration is stated, shall survive indefinitely.
miscellaneous
Dispute Resolution. Unless otherwise set forth in this Agreement, in the event of a dispute arising under this Agreement between the Parties, either Party shall have a right to refer such dispute to the respective Executive Officers, and such Executive Officers shall attempt in good faith to resolve such dispute. If the Parties are unable resolve a given dispute pursuant to this Section 11.1 within sixty (60) calendar days of referring such dispute to the Executive Officers, either Party may have the given dispute settled pursuant to Section 11.2.
Dispute Resolution. Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, and all related matters will be brought exclusively in the state or federal courts located in New Castle County, Delaware. Each of Licensee and Napo hereby submits to the exclusive jurisdiction of such courts and waive any objection to the propriety or convenience of such venues.
Intended Tax Treatment. For U.S. federal income tax purposes, and all applicable state and local tax purposes, this Agreement shall be treated as a license of the Napo IP (and for the avoidance of doubt, not as the sale of the Napo IP). The Parties shall file all tax returns consistent with such treatment as agreed between the Parties, and except as required by a “determination” (within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended), shall not take any action inconsistent therewith.
Governing Law. This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to conflicts of laws principles, except as to any issue which depends upon the validity, scope or enforceability of any Patent, which shall be determined in accordance with the laws of the country in which such patent was issued.
Assignment. Neither this Agreement nor any of the rights or obligations created herein may be assigned by either Party, in whole or in part, without the prior written consent of the other Party, not to be unreasonably withheld or delayed; except that either Party shall be free to assign this Agreement (a) to an Affiliate of such Party (for so long as such Affiliate remains an Affiliate) provided that such Party shall remain liable and responsible to the other Party for the performance and observance of all such duties and obligations by such Affiliate, and further provided that such assignment to an Affiliate does not increase the other Party’s tax payment obligations relative to those it would have prior to such assignment, including for example by increasing withholding taxes on amounts payable to such other Party, or (b) in connection with any merger, consolidation or sale of such Party or sale of all or substantially all of the assets of the Party to which this Agreement relates, without the prior consent of the non-assigning Party but with written notice to such non-assigning Party. This Agreement shall bind and inure to the benefit of the successors
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and permitted assigns of the Parties hereto. Any assignment of this Agreement in contravention of this Section 11.5 shall be null and void.
Force Majeure. No Party shall be held liable or responsible to the other Party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure or delay in fulfilling or performing any obligation of this Agreement when such failure or delay is due to force majeure, and without the fault or negligence of the Party so failing or delaying. For purposes of this Agreement, force majeure is defined as causes beyond the control of the Party, including acts of nature; acts, regulations, or laws of any government; war; civil commotion; destruction of production facilities or materials by fire, flood, earthquake, explosion or storm; labor disturbances; epidemic; and failure of public utilities or common carriers. In such event Licensee or Napo, as the case may be, shall promptly notify the other Parties of such inability and of the period for which such inability is expected to continue. The Party giving such notice shall thereupon be excused from such of its obligations under this Agreement as it is thereby disabled from performing for so long as it is so disabled for up to a maximum of ninety (90) calendar days, after which time Licensee or Napo, the Party not affected by the force majeure, may terminate this Agreement. To the extent possible, each Party shall use reasonable efforts to minimize the duration of any force majeure.
Notices. Any notice or request required or permitted to be given under or in connection with this Agreement shall be deemed to have been sufficiently given if in writing and personally delivered or sent by certified mail (return receipt requested), or overnight express courier service (signature required), prepaid, to the Party for which such notice is intended, at the address set forth for such Party below:

If to Licensee, addressed to:

Woodward Specialty LLC

c/o Future Pak, LLC

47220 Cartier Dr., Suite A

Wixom, MI 48377

Attention: Chief Executive Officer

with a copy to: Honigman LLP

2290 First National Building

660 Woodward Avenue

Detroit, MI 48226

Attention: Nicholas Pedersen and Nick Gorga

Email: npedersen@honigman.com; ngorga@honigman.com

If to Napo, addressed to:

Napo Pharmaceuticals, Inc. 200 Pine Street, Suite 400 San Francisco, CA 94104 Attention: Chief Executive Officer Email:lconte@napopharma.com

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with a copy to:

Jaguar Health, Inc. 200 Pine Street, Suite 400 San Francisco, CA 94104 Attention: General Counsel Email: jwolin@jaguar.health

or to such other address for such Party as it shall have specified by like notice to the other Parties, provided that notices of a change of address shall be effective only upon receipt thereof. If delivered personally, the date of delivery shall be deemed to be the date on which such notice or request was given. If sent by overnight express courier service, the date of delivery shall be deemed to be the next Business Day after such notice or request was deposited with such service. If sent by certified mail, the date of delivery shall be deemed to be the third (3rd) Business Day after such notice or request was deposited with the U.S. Postal Service.

Export Clause. Each Party acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin. Each Party agrees that it shall not export or re-export restricted commodities or the technical data of the other Party in any form without the appropriate United States and foreign government licenses.
Waiver. Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition. No waiver by either Party of any condition or term in any one or more instances shall be construed as a continuing waiver of such condition or term or of another condition or term.
Severability. If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.
Entire Agreement. This Agreement, together with the Exhibits hereto, set forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto and supersede and terminate all prior agreements and understanding between the Parties. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties other than as set forth herein and therein. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties hereto unless reduced to writing and signed by the respective authorized officers of the Parties.
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Independent Contractors. Nothing herein shall be construed to create any relationship of employer and employee, agent and principal, partnership or joint venture between the Parties. Each Party is an independent contractor. Neither Party shall assume, either directly or indirectly, any liability of or for the other Party. Neither Party shall have the authority to bind or obligate the other Party and neither Party shall represent that it has such authority.
Headings; Interpretation. Headings used herein are for convenience only and shall not in any way affect the construction of or be taken into consideration in interpreting this Agreement. Further, in this Agreement: (a) the word “including” shall be deemed to be followed by the phrase “without limitation” or like expression; (b) the singular shall include the plural and vice versa; and (c) masculine, feminine and neuter pronouns and expressions shall be interchangeable.
Further Actions. Each Party shall execute, acknowledge and deliver such further instruments, and do all such other acts, as may be necessary or appropriate in order to carry out the expressly stated purposes and the clear intent of this Agreement.
Parties in Interest. All of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors, heirs, administrators and permitted assigns.
Construction of Agreement. The terms and provisions of this Agreement represent the results of negotiations between the Parties and their representatives, each of which has been represented by counsel of its own choosing, and neither of which has acted under duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and each of the Parties hereto hereby waives the application in connection with the interpretation and construction of this Agreement of any rule of law to the effect that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the Party whose attorney prepared the executed draft or any earlier draft of this Agreement.
Supremacy. In the event of any express conflict or inconsistency between this Agreement and any Exhibit hereto, the terms of this Agreement shall control. The Parties understand and agree that the Exhibits hereto are not intended to be the final and complete embodiment of any terms or provisions of this Agreement, and are to be updated from time to time during the Term, as appropriate and in accordance with the provisions of this Agreement.
Counterparts. This Agreement may be signed in counterparts, each and every one of which shall be deemed an original, notwithstanding variations in format or file designation which may result from the electronic transmission, storage and printing of copies of this Agreement from separate computers or printers. Facsimile signatures and signatures transmitted via PDF shall be treated as original signatures.

* - * - * - *

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IN WITNESS WHEREOF, the Parties have caused this License Agreement to be executed by their duly authorized representatives.

Napo Pharmaceuticals, Inc.

By: /s/ Lisa Conte

Name: Lisa Conte

Title: President & CEO

Dated: January 12, 2026

Solely for the purposes of Section 4.1 and Article 6:

Jaguar Health, Inc.

By: /s/ Lisa Conte

Name: Lisa Conte

Title: President & CEO

Dated: January 12, 2026

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[Additional Signature page to License Agreement between Napo and Woodward]

Woodward Specialty LLC

By: /s/ David Risk

Name: David Risk

Title: Authorized Signatory

Dated: January 12, 2026

Solely for the purposes of Section 5.2:

Future Pak, LLC

By: /s/ David Risk

Name: David Risk

Title: Authorized Signatory

Dated: January 12, 2026

Exhibit A

Napo Mytesi Patents

Title	Patent Number
METHODS AND COMPOSITIONS FOR TREATING HIV-ASSOCIATED DIARRHEA	U.S. 8,962,680
METHODS AND COMPOSITIONS FOR TREATING HIV-ASSOCIATED DIARRHEA	U.S. 9,585,868
Process for the Production of Proanthocyanidin Polymeric Composition	W0 2012/101008 A11
All other patents and patent applications owned or Controlled by Napo relating to the Mytesi Product in the Field in the Territory.

1 W0 2012/101008 A1 published under the World Intellectual Property Organization system that covers the production of crofelemer in India, Russia, South Africa, Brazil, and Venezuela (filed and pending). The expiration date is 1/17/2032.

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Exhibit B

Additional Indications

[****];
[****]; and
[****].

Schedule 8.2.20

[****]

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EX-10.2

Exhibit 10.2

Certain identified information marked as [****] has been excluded from this exhibit because it both (i) is not material and (ii) is the type that the Company treats as private or confidential.

MANUFACTURING AND SUPPLY AGREEMENT

BY AND BETWEEN

NAPO PHARMACEUTICALS, INC. ,

WOODWARD SPECIALTY LLC

and

solely for the purposes of section 13.2, Future Pak, LLC

Table of Contents

Article 1 Definitions		1
Article 2 Manufacture and Supply		7
2.1	Manufacturing and Supply	7
2.2	Product Form	7
2.3	Product Requirements	7
2.4	Subcontracting	7
Article 3 Supply; Price		7
3.1	Supply Price	7
3.2	Supply Price Revisions	7
3.3	Price Adjustments - Current Year Pricing	8
3.4	Payments	9
3.5	Transport Costs	9
3.6	Partial Shipments	9
Article 4 Forecasts; Orders		9
4.1	Initial Rolling Forecast	9
4.2	Updated Monthly Rolling Forecasts; Firm Orders	9
4.4	Quantity Requirements	10
4.6	Changes to Firm Orders	10
4.7	Write Off Costs	10
Article 5 Delivery		11
Article 6 Sale of PURCHASED REMAINING Inventory		11
6.1	Remaining Inventory	11
Article 7 Relationship Management		12
Article 8 Dispute Resolution		13
Article 9 Title and Risk		13
9.1	Title and Risk	13
Article 10 Quality		13
10.1	Quality	13
10.2	Technical Complaints	13
10.3	Stability Testing	13
10.4	Measures	14
Article 11 Labelling; Packaging; Anti-Counterfeiting		14
11.1	Labelling	14
11.2	Drug Supply Chain Security Act	14
Article 12 PRODUCT CLAIMS AND RECALLS		15

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Article 13 Representations and Warranties		18
Article 14 Liability and Indemnification		19
14.1	Indemnification by Napo	19
14.8	LIMITATION OF LIABILITY	21
Article 15 Insurance		22
15.1	Insurance	22
Article 16 Term and Termination		22
16.1	Term; Expiration	22
16.2	Termination for Material Breach	22
16.3	Termination for Bankruptcy	23
16.4	Additional Rights and Remedies	23
16.5	Termination for Insolvency Event	23
16.6	Effect of Termination or Expiration.	23
Article 17 Confidentiality; Press Release		24
17.1	Confidentiality	24
17.2	Permitted Disclosures	24
17.4	Press Releases	25
Article 18 TECHNOLOGY TRANSFER		25
Article 19 Miscellaneous		26
19.1	Forum	26
19.2	Governing Law	26
19.3	Assignment	26
19.4	Force Majeure	26
19.5	Notices	27
19.6	Export Clause	27
19.7	Waiver	28
19.8	Severability	28
19.9	Entire Agreement	28
19.10	Independent Contractors	28
19.11	Headings; Interpretation	28
19.12	Further Actions	28
19.13	Parties in Interest	28
19.14	Construction of Agreement	28
19.15	Supremacy	29
19.16	Counterparts	29

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List of Exhibits

Exhibit A Supply Price and Minimum Order Quantities

Exhibit B Effective Date Product Inventory at Cardinal: Quantity and Purchase Cost per Bottle

Exhibit C Fully Allocated Manufacturing Cost

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MANUFACTURING AND SUPPLY AGREEMENT

This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is entered into and made effective as the date of the latest dated signature on the signature page below (the “Effective Date”), by and between Napo Pharmaceuticals Inc., a company incorporated under the laws of Delaware (“Napo”), Woodward Specialty LLC, a limited liability company organized under the laws of Puerto Rico (“Woodward”), and, solely for the purposes of Sections 13.2, Future Pak, LLC, a Michigan limited liability company (“Future Pak”). Napo and Woodward are each referred to herein, individually, as a “Party” and, together, as the “Parties.”

RECITALS

Whereas, Napo and Woodward have entered into a License Agreement dated the Effective Date (the “License Agreement”) pursuant to which Napo is licensing to Woodward certain rights regarding the Product (as defined below);

Whereas, under the terms of the License Agreement, Napo and Woodward agreed to enter into this Agreement for the manufacture of the Product by Napo and/or its Affiliates (whether themselves or through their Third Party designees) and the supply of the Product to Woodward and/or its Affiliates; and

Whereas, in accordance with the terms of this Agreement, Napo and its Affiliates agree to manufacture or have manufactured and supply, and Woodward and Woodward’s Affiliates agrees to have manufactured, and to purchase the Product, subject to the terms and conditions of this Agreement.

Now, Therefore, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:/the Parties hereby agree as follows:

Article 1

Definitions

As used in this Agreement, the following terms shall have the meanings set forth in this Article 1 unless context dictates otherwise:

1.1 “Accounting Standards” means U.S. GAAP (United States Generally Accepted Accounting Principles).

1.2 “Affiliate” means any Person, whether de jure or de facto, which directly or indirectly through one (1) or more intermediaries controls, is controlled by or is under common control with a Party. A Person shall be deemed to “control” another Person if it (a) owns, directly or indirectly, beneficially or legally, at least fifty percent (50%) of the outstanding voting securities or capital stock (or such lesser percentage which is the maximum allowed to be owned by a Person in a particular jurisdiction) of such other Person, or has other comparable ownership interest with respect to any Person other than a corporation; or (b) has the power, whether pursuant to contract, ownership of securities or otherwise, to direct the management

and policies of the Person. With respect to Napo, for the purposes of this Agreement, “Affiliates” shall include Jaguar and any of its wholly-owned subsidiaries.

1.3 “Agreement” has the meaning assigned to such term in the Preamble.

1.4 “Applicable Law” means any law, statute, rule, regulation, ordinance, or other pronouncement having the effect of law, of any federal, national, multinational, state, provincial, county, city, or other political subdivision, including cGMP.“

1.5 “Breaching Party” has the meaning assigned to such term in Section 16.2.

1.6 “Business Day” means a day on which banking institutions in New York, New York, United States are open for business.

1.7 “Calendar Year” means a period of twelve (12) consecutive months ending on December 31st.

1.8 “Commercially Reasonable Efforts” means such efforts that are consistent with the efforts and resources normally used by the applicable Party in the exercise of its reasonable business discretion relating to a prescription pharmaceutical product owned by it or to which it has exclusive rights, which is of similar market potential at a similar stage in its development or product life, taking into account issues of patent coverage, safety and efficacy, product profile, the competitiveness of the marketplace, the proprietary position, the regulatory structure involved, profitability (including pricing and reimbursement status achieved), and other relevant factors, including technical, legal, scientific and/or medical factors.

1.9 “Confidential Information” has the meaning assigned to such term in Section 17.1.

1.10 “Contract Year” means a period of twelve (12) months ending on December 31 of a year during the Term (provided that the first Contract Year shall commence on the Effective Date and end on December 31, 2026 and last Contract Year shall commence on January 1 of the applicable year and end on the date of expiry or termination of this Agreement).

1.11 “Customers” means Third Party wholesales, pharmacy benefit managers, managed care organizations, government purchasers, group purchasing organizations, or other Third Parties that enter into Contracts with Seller for the purchase or Third Party payor reimbursement of the Product.

1.12 “current Good Manufacturing Practice” or “cGMP” means all applicable standards relating to current good manufacturing practice applicable for the Manufacture of pharmaceutical products for human use, intermediaries or active pharmaceutical ingredients (as appropriate) as established by Governmental Entities and as applicable to the manufacturer of the relevant Product at the relevant site of Manufacture at the time of Manufacture, as amended from time to time and in effect during the Term.

1.13 “Defective” means with respect to the Product, that the Product did not, at the time of Delivery, meet the Product Specifications, representations or warranties set out in this Agreement with respect to Product Manufactured and supplied to Woodward under this Agreement or the quality requirements set out in the Quality Agreement (but excluding, for clarity, any such failure to meet such representations, warranties or requirements as a result of

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any action or omission of Woodward or its Affiliates), and “Defect” shall be construed accordingly.

1.14 “Effective Date” has the meaning assigned to such term in the Preamble.

1.15 “Effective Date Product Inventory” has the meaning assigned to such term in Section 3.1.1.

1.16 “Field” means the symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS who are on antiretroviral therapy.

1.17 “Firm Order” has the meaning assigned to such term in Section 4.2.

1.18 “Force Majeure” has the meaning assigned to such term in Section 19.4.

1.19 “Fully-Allocated Manufacturing Cost” has the meaning assigned to such term in Exhibit C.

1.20 “Governmental Entity” means any supranational, international, national, commonwealth, provincial, territorial, county, municipal, district, federal, state or local body or entity exercising executive, legislative, judicial, regulatory or administrative governmental functions, including any court (or any arbitrator or other tribunal having competent jurisdiction), administrative agency or commission or other governmental authority, instrumentality, domestic or foreign, or any self-regulated organization or quasi-governmental authority.

1.21 “Indemnification Claim Notice” has the meaning assigned to such term in Section 12.4.

1.22 “Indemnified Party” has the meaning assigned to such term in Section 14.3.

1.23 “Indemnifying Party” has the meaning assigned to such term in Section 14.3.

1.24 “Insolvency Event” means, with respect to a Party: (a) a voluntary case or proceeding under any applicable bankruptcy, insolvency, or other similar law is commenced by such Party, or such Party consents to the entry of an order for relief in an involuntary case or proceeding under any such law or against such Party, or such Party consents to the appointment of or taking possession by a receiver, liquidator, examiner, assignee, trustee, custodian, sequestrator, conservator, supervisor, rehabilitator (or other similar official) of such Party or for any material portion of such Party's assets and properties, or such Party makes a general assignment for the benefit of creditors, or such Party fails generally to pay, or admits in writing its inability to pay, its debts as they become due or takes any company action in furtherance of the foregoing; (b) the commencement of an involuntary case or proceeding under any applicable bankruptcy, insolvency, or other similar law against such Party, and such case or proceeding is not dismissed within ninety (90) days; (c) the taking of any formal action by such Party, its board of directors (or similar governing body) or holders of its voting securities authorizing any of the foregoing; or (d) (i) any delinquency or default by Napo under the Supply Agreement or any Third Party MSA that results in Napo’s actual failure to timely meet Woodward’s supply requests, provided that such delinquency or default was not directly caused by or occurred within ninety (90) days of Woodward’s (or its Affiliate’s) failure to pay to Napo any amounts

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due under the Supply Agreement or (ii) any default by Napo under Section 6.3 of the License Agreement.

1.25 “Inventory” means all stock of Materials and/or the Product and components that are maintained, held, or stored by or on behalf of Napo or its Affiliates with respect to the Product for use in the manufacturing, sale, distribution and commercialization of the Product.

1.26 “Labelling” means, with respect to the Product, the artwork, printed labels, labelling and package inserts for the Product and references to “Labelling” shall include a reference to each component of such Labelling.

1.27 “License Agreement” has the meaning assigned to such term in the Recitals.

1.28 “Losses” has the meaning assigned to such term in Section 14.1.

1.29 “Manufacture” means the planning, purchasing of Materials for, manufacturing, producing, processing, compounding, holding, packing, storing, filling, packaging, labelling, leafleting, testing, quality control, quality assurance, waste disposal, releasing and sample retention of the Product.

1.30 “Manufacturing Licenses” means any certificates, permits, licenses and approvals issued by any relevant Governmental Entity in connection with Manufacture by or on behalf of Napo.

1.31 “Materials” means, as applicable and to the extent used in the Manufacture of the Product, any materials or components including:

(a) raw ingredients;

(b) intermediates;

(d) processing aids;

(e) active pharmaceutical ingredients; and

(f) packaging and labelling materials and components (including printed and non-printed components).

1.32 “Measure” means a quarantine, stop-sale, recall, field alert, withdrawal or field correction of a product.

1.33 “Minimum Order Quantities” means, in respect of the Product, the minimum quantity of units that Woodward is required to order in a single order as set forth in the applicable Firm Order (as specified in Exhibit A).

1.34 “Napo Indemnitees” has the meaning assigned to such term in Section 14.2.

1.35 “NDC” means National Drug Code.

1.36 “Non-Breaching Party” has the meaning assigned to such term in Section 16.2.

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1.37 “Person” means any individual, partnership, joint venture, limited liability company, corporation, firm, trust, association, unincorporated organization, Governmental Authority, or any other entity not specifically listed herein.

1.38 “Product(s)” means (a) the 125 mg dosage form of crofelemer as a white, oval, delayed-release tablet printed on one side with 125SLXP and commercialized under the name Mytesi® approved for sale in the Field in the Territory for human consumption (the “Mytesi Product”) and (b) until the expiration of the current conditional Regulatory Approval on Dec 21, 2026, the current conditionally approved veterinary Canalevia®-CA1 product (crofelemer 125mg delayed-release tablets) for chemotherapy-induced diarrhea in dogs in the United States (the “Canalevia Product”).

1.39 “Product Claims” has the meaning assigned to such term in Section 12.3.4.

1.40 “Product Specifications” means, in respect of the Product or a Material used by or on behalf of Napo in the Manufacture of the Product, the specifications as further set out in the Quality Agreement (as amended from time to time).

1.41 “Purchased Remaining Inventory” has the meaning assigned to such term in Section 6.1.1.”

1.42 “Quality Agreement” has the meaning assigned to such term in Section 10.1 below.

1.43 “Rebate” means any rebates, price reduction or payments to Customers, based on the purchase or utilization of the Product.

1.44 “Relationship Manager” has the meaning assigned to such term in Section 7.1.

1.45 “Remaining Inventory” means all Inventory that is maintained, held, or stored by or on behalf of Napo or its Affiliates at the end of the Term.

1.46 “Replacement Third Party MSA” means a form of manufacturing and supply agreement with Licensee on substantially the same terms as each respective existing Third Party MSA (unless otherwise agreed by Licensee in Licensee’s sole discretion) that shall automatically go into effect upon the occurrence of an Insolvency Event and will replace the respective existing Third Party MSA.

1.47 “Rolling Forecast” has the meaning assigned to such term is Section 4.1.

1.48 “Sales Tax” means any sales, goods, services, turnover, value-added, or similar Tax and any Tax charged on the import or export of any goods or services.

1.49 “Semi-Firm Commitment” has the meaning assigned to such term in Section 4.3.

1.50 “Supply” means all activities related to the manufacture, supply, processing, storing, labeling, and packaging (as specified in this Agreement) quality control, storage release by Napo for sale and delivery of the Product including quality control and release.

1.51 “Supply Price” means with respect to the Product the supply price provided in Exhibit A (new manufactured supply) or Exhibit B (inventory), as applicable. For purposes of clarity, the Supply Price does not include transport and related costs pursuant to Section 3.6 below.

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1.52 “Tax” means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions.

1.53 “Technology Transfer Partner” has the meaning assigned to such term in Section 18.3

1.54 “Technology Transfer Plan” has the meaning assigned to such term in Section 18.3

1.55 “Term” has the meaning assigned to such term in Section 16.1.

1.56 “Territory” means the United States of America, including the Commonwealth of Puerto Rico.

1.57 “Third Party” means any entity other than Woodward or Napo or an Affiliate of Woodward or Napo.

1.58 “Third Party Claims” has the meaning assigned to such term in Section 14.1.

1.59 “Third Party MSAs” means each of the following (in each case, as such agreement may be amended, restated or supplemented from time to time) (i) Manufacturing and Supply Agreement for Crofelemer, by between Napo and Glenmark Life Science Limited, dated September 2020, (ii) Master Manufacturing Services Agreement, by and between Napo and Patheon Pharmaceuticals Inc., dated June 10, 2022, and (iii) Supply Agreement for Crude Plant Latex and Sustainable Harvest, by and between Jaguar Animal Health and Corporacion Forestal Amazonico SAC, dated March 24, 2014, (iv) Supply Agreement for Crude Plant Latex and Sustainable Harvest, by and between Jaguar Animal Health and L & CH Negocios y Servicios E. I. R. L., dated March 24, 2014, and (v) Statement of Work, by and between Charles River Laboratories, Inc. and Napo, dated as of June 2, 2023.

1.60 “Trademark” means, as applicable, either Napo’s registered trademark to Mytesi® filed with the U.S. Patent and Trademark Office or Jaquar Health, Inc.’s registered trademark to Canalevia® filed with the U.S. Patent and Trademark Office.

1.61 “Woodward Indemnitees” has the meaning assigned to such term in Section 14.1.

Article 2

Manufacture and Supply

2.1 Manufacturing and Supply. At the request of Woodward, Napo shall during the Term Manufacture, or have Manufactured the Mytesi Product, and supply or have supplied to

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Woodward and or any Affiliate designated by Woodward, the Product in the Territory subject to the terms of this Agreement.

2.2 Product Form. Napo’s supply of the Product shall be limited to supplying the Product Manufactured in the same form as it was Manufactured by Napo, or on behalf of Napo, at the Effective Date in the Territory, or as otherwise modified in accordance with this Agreement.

2.3 Product Requirements. During the Term, Woodward shall place orders in accordance with the provisions of Article 4 for all of Woodward’s and its Affiliates’ requirements for the Mytesi Product from Napo.

2.4 Subcontracting. Upon prior written notice to Woodward, Napo may sub-contract or change subcontractors for the Manufacture and supply of the Product (or any part thereof) to one (1) or more Third Parties provided that Napo will be fully responsible to Woodward for the performance of all obligations delegated to the subcontractor including responsibility for the work allocated to, and payment to, such Third Parties to the same extent it would if it had done such work itself.

Article 3

Supply; Price

3.1 Supply Price.

3.1.1 Woodward hereby purchases the Product Inventory existing on the Effective Date (the “Effective Date Product Inventory”) in the amounts and at the Supply Price set forth on Exhibit B (the “Estimated Supply Price”), provided that Woodward shall pay for such Effective Date Product Inventory at the time set forth in Section 3.1.3 below. For clarity, title to the Effective Date Product Inventory shall pass from Napo to Woodward effective immediately upon the Effective Date.

3.1.2 Except with respect to the Effective Date Product Inventory as set forth immediately above, Woodward shall purchase the Product at the Supply Price effective on the day the applicable invoice is issued by Napo. The Supply Price for new Product to be manufactured hereunder (i.e., Product other than the existing Product inventory) effective as of the Effective Date is defined and set out in Exhibit A and shall be adjusted in accordance with Sections 3.2 and 3.3 below. The payment terms for a Firm Order are as set forth in Section 3.4.

3.1.3 No later than five (5) Business Days after the Effective Date, the Estimated Supply Price will be confirmed, with respect to both units and cost, which confirmation may include a physical inventory count with regards to the unit quantities, at which representatives of Woodward and Napo may participate. After such confirmation or physical count is completed with regards to the unit quantities, the Estimated Supply Price will be recalculated based thereon and mutually agreed to (the recalculated amount, the “Final Supply Price”), and Woodward shall pay to the account of Napo or a Napo Affiliate, as specified by Napo on or prior to the date hereof in writing, the Final Supply Price on or prior to six (6) Business Days after the Effective Date.

3.2 Supply Price Revisions. Following receipt of price increases in accordance with Third Party MSA’s, which are typically expected in the first six (6) months of each Contract Year,

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Napo may revise the Supply Price for such Contract Year in accordance with the respective increase or decrease in the cost of Materials and any increase in Fully-Allocated Manufacturing Costs since the beginning of the prior Contract Year, provided the increase in the Fully-Allocated Manufacturing Costs other than cost of Materials shall not be increased by more than five percent (5%) for the Product as calculated in the ordinary course of business, except with respect to any additional increases pursuant to Section 3.3 or 3.4.

3.3 Price Adjustments - Current Year Pricing. In addition to the Supply Price Revision set forth in Section 3.2, during any Contract Year, the Supply Price will be further adjusted as follows:

3.3.1 Extraordinary Increases in Component Costs. If, at any time, market conditions result in Napo's cost of one or more component(s) being materially greater than normal forecasted increases, then Napo will be entitled to an adjustment to the then-applicable Supply Price for the Product to compensate Napo for the increased component costs. Changes materially greater than normal forecasted increases will have occurred if: (i) the cost of a component increases by 10% of the cost for that component upon which the most recent fee quote was based; or (ii) the aggregate cost for all components required to manufacture the Product increases by 5% of the total component costs for the product upon which the most recent fee quote was based. If component costs have been previously adjusted to reflect an increase in the cost of one or more components, the adjustments set out in (i) and (ii) above will operate based on the last cost adjustment for the components. Napo shall use commercially reasonable efforts, consistent with its efforts with respect to its other business units, to (i) keep prices in line with actual increases in cost; (ii) mitigate any increase in the cost of components and (iii) provide Woodward with advance notice of any such anticipated cost increases, to the extent possible, provided, however, that Napo shall not be required to undertake any special or extraordinary investigation with its vendors or other parties to determine whether such cost increases may occur.

3.3.2 Updated Exhibit. For a Price adjustment proposed under this Section 3.3, Napo will deliver to Woodward a revised Exhibit A and budgetary pricing information, adjusted component costs or other documents reasonably sufficient to demonstrate that a price adjustment is justified. Napo will have no obligation to deliver any supporting documents that are subject to obligations of confidentiality between Napo and any Third Party, including Napo’s suppliers. But, if requested by Woodward, Napo will use commercially reasonable efforts to obtain permission to disclose these documents to Woodward or to provide these documents with appropriate redactions. The revised Price will be effective with a date of manufacture on or after the first day of the month following Woodward's receipt of the revised price and the supporting documentation.

3.3.3 Amendments to Product Specifications Required by Applicable Laws. If an amendment to the Product Specifications is required by Applicable Laws, the Parties shall amend the Product Specifications as necessary to comply with such Laws. If this amendment will result in increased or decreased costs incurred by Napo, then the Parties will negotiate in good faith an appropriate adjustment to the Product Price on commercially reasonable terms to reflect the increased or decreased cost to Napo. If the Parties are not able to mutually agree to the price changes within 30 days (or for a longer period as the Parties may agree) and Napo does not agree to implement the amendment at no increase, then the dispute will be resolved in accordance with Article 8 (Dispute Resolution).

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3.3.4 Other Amendments. Amendments to the Quality Agreement requested by Woodward, other than those addressed in Section 3.3.3, will only be implemented following a technical and cost review. If this amendment will result in increased or decreased costs incurred by Napo, then the Parties will negotiate in good faith an appropriate adjustment to the price on commercially reasonable terms to reflect the increased or decreased cost to Napo.

3.4 Payments. Payments under this Agreement shall be made by Licensee to Napo or its designated Affiliate as stated on the invoice within twenty-five (25) days after the date Licensee receives the corresponding invoice, by electronic funds transmission, without any deduction of transmission fees, bank charges or early payment discounts or rebates. Licensee shall make all payments into an account of Napo or a Napo Affiliate, as specified by Napo in writing, and Licensee shall send a payment confirmation to Napo by e-mail as indicated by Napo from time to time. If any dispute or difference arises between the Parties under this Agreement with respect to any payment obligation of Woodward hereunder, Woodward shall pay all undisputed amounts in accordance with the terms of this Agreement and the disputed amount shall be referred for resolution in accordance with Article 8 hereof.

3.5 Transport Costs. Woodward shall bear all freight, insurance, taxes, import duties or any other importation fees and/or costs, inspection fees and any other charges applicable to the sale and transportation of the Product, and Woodward shall forthwith pay to Napo all such sums within twenty-five (25) days after the date of the corresponding invoice.

3.6 Partial Shipments. Each shipment of the Product to Woodward shall constitute a separate sale, obligating Woodward to pay whether the initial shipment is in whole or only partial fulfilment of any order confirmed under Section 4.5.

Article 4

Forecasts; Orders

Except with respect to the Effective Date Product Inventory, manufacturing and supply of Product under this Agreement shall be in accordance with Rolling Forecasts and subject to Firm Orders and Semi-Firm Commitments; each Firm Order and Semi-Firm Commitment being submitted by Woodward, as further described below.

4.1 Initial Rolling Forecast. On or prior to the 10th day of the first full month following the Effective Date, Woodward will provide Napo with an eighteen (18) month rolling forecast of the volume of the Product that Woodward expects to order in the first full eighteen (18) months following the Effective Date (“Rolling Forecast”).

4.2 Updated Monthly Rolling Forecasts; Firm Orders. On or prior to the 10th day of each month (or at Woodward’s discretion, at any time from the 3rd day of the month up to and including the 17th day of each calendar month) following delivery of the initial Rolling Forecast pursuant to Section 4.1, Woodward shall provide Napo with an updated monthly Rolling Forecast in a format agreed between the Parties. Each monthly Rolling Forecast will start on the first day of the next month. The first three months of each updated monthly Rolling Forecast will be considered binding on Woodward. Concurrently with each Rolling Forecast, Woodward shall issue a new firm written purchase order for Woodward to purchase the quantity of the Product forecasted for the third month of the updated Rolling Forecast (“Firm Order”). Firm Orders will be submitted by Woodward either electronically or by such other agreed upon means, and to such location, that the Parties may agree in writing. Woodward’s Firm Orders

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will specify, at a minimum, Woodward's purchase order number, Product quantities (respecting Minimum Order Quantities as set forth on Exhibit A) and any other elements necessary to ensure the timely manufacture and shipment of the Product. When a new Firm Order is accepted by Napo (or its Affiliate) and any contract manufacturing organization (or other contractor) working with Napo with respect to the Manufacturing hereunder, Napo shall be obligated to deliver each Firm Order.

4.3 Semi-Firm Commitment; Non-Binding Period. The nine (9) months of each Rolling Forecast that follows the Firm Order period will be 80% binding (the “Semi-Firm Commitment”). For example, if the Rolling Forecast states 12 batches for month 12, then licensee may adjust the number of batches to no less than eight (8) or no more than sixteen (16) in the following nine Rolling Forecasts until the order for eight (8) to sixteen (16) batches become part of the Firm Order. The following six months of the Rolling Forecast will be non-binding, good-faith estimates to facilitate Napo's production scheduling. Napo will review each Rolling Forecast with the Third Party manufacturer and notify Woodward if any portion of the Rolling Forecast is unable to be accepted.

4.4 Quantity Requirements. Each Firm Order shall comply with the Minimum Order Quantities specified in Exhibit A. If the volumes specified in the Firm Order do not satisfy the Minimum Order Quantities, such volumes shall be rounded up by the minimum amount necessary to comply with the Minimum Order Quantities, and Woodward shall be deemed to agree to such change and purchase such quantity of Product. Bottle quantities stated in the Rolling forecast should be equivalent to the bottle quantities defined in Exhibit A.

4.5 Acceptance of Firm Offer. Napo must accept all Firm Orders that are consistent with the Firm Orders and Semi-Firm Commitments provided in any Rolling Forecasts and will not unreasonably withhold acceptance of any Firm Order additional to same. Napo shall communicate its acceptance of a Firm Order including confirming the delivery date by way of written confirmation (or by such other means as Napo may elect and notify to Woodward from time to time) within fifteen (15) Business Days from receipt of the Firm Order. Woodward agrees that Napo is under no obligation to accept an order that does not comply with the requirements of this Agreement, including Article 4.

4.6 Changes to Firm Orders. If Woodward requests to change a Firm Order, Napo shall consider in good faith accommodating such change, but shall have no obligation to accept such request. In the event that such change to a Firm Order is accepted by Napo, the Parties shall reasonably co-operate in order to adjust to variations from the Firm Orders specified above provided that Woodward will reimburse Napo for all reasonable costs incurred by Napo as a result of accommodating any changes to Firm Orders which Woodward requests provided that Napo obtains Woodward’s advance written approval of same.

4.7 Write Off Costs.

4.7.1 Woodward shall reimburse Napo or its Affiliates for any write-off costs (calculated in accordance with Accounting Standards) that Napo or its Affiliates incur for applicable Materials, work-in-progress or Product to the extent caused by:

(a) any failure on the part of Woodward to submit a Firm Order to Napo in accordance with Section 4.2, and purchase the volumes of the Product in accordance with that Firm Order, except to the extent that Napo has accepted Woodward’s request to vary such volumes;

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(b) Woodward or any of Woodward’s Affiliates voluntarily withdrawing the Product from the market within the first nine (9) months after the Effective Date;

(c) any changes to the Manufacture of the Product requested by Woodward (including any changes to the specifications or Labelling in respect of the Product); or

(d) any changes to the Manufacture of the Product requested by Woodward and accepted by Napo

Article 5

Delivery

5.1 Napo represents that the Effective Date Product Inventory of the Mytesi Product and the Canalevia Product are held on behalf of Napo at warehouses managed by Cardinal Health and Vedco, respectively. Woodward represents that it utilizes Cardinal Health for managing inventory and distribution of certain products. Subject to Section 3.1.1, as a result, promptly following the Effective Date, the Parties agree to take all steps necessary and reasonably appropriate, together with Cardinal Health and Vedco (as applicable), to promptly pass risk of loss for the Effective Date Product Inventory from Napo to Woodward at, in the case of the Mytesi Product, the warehouse at which the Mytesi Product portion of the Effective Date Product Inventory is currently located and, in the case of the Canalevia Product at such location as mutually agreed upon by the Parties. Risk in the Effective Date Product Inventory and damage to or loss or accidental deterioration or destruction of the Effective Date Product Inventory shall (a), in the case of the Mytesi Product portion of the Effective Date Product Inventory, pass from Napo to Woodward at Cardinal Health’s warehouse, and (b) in the case of the Canalevia Product portion of the Effective Date Product Inventory, pass from Napo to Woodward as mutually determined by the Parties, upon completion of the applicable transfer steps. To the extent that the Canalevia portion of the Effective Date Product Inventory is to be shipped from the Vedco warehouse to a different location, such shipment will be made in accordance with Section 5.2 below.

5.2 Except as set forth in Section 5.1 above with respect to the Effective Date Product Inventory, shipments of the Products will be made EXW (Incoterms 2020) Patheon Pharmaceutical Inc.'s manufacturing site at 2110 East Galbraith Road, Cincinnati, OH 45237-1625 or other shipping point as the Parties shall mutually agree upon. Risk of loss or of damage to the Products will remain with Napo (or applicable Third Party) until the Products are loaded onto the carrier's vehicle for shipment at the shipping point, at which time risk of loss or damage will transfer to Woodward. Napo will, in accordance with Woodward's instructions and as agent for Woodward, arrange (either directly or indirectly through a Third Party) for shipping, to be paid by Woodward and at Woodward's risk. Woodward will arrange for insurance and will select the freight carrier to be used by Napo or its subcontractor to ship the Product and Woodward may monitor Napo’s or its applicable Third Party subcontractor's shipping and freight practices as they pertain to this Agreement.

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Article 6

Sale of PURCHASED REMAINING Inventory

6.1 Remaining Inventory.

6.1.1 In the event of termination of the License Agreement by Napo pursuant to its exercise of the Buy-Back Option (as defined in the License Agreement), Woodward and/or its Affiliates shall promptly (but in any event not later than thirty (30) days after the date of Napo’s exercise of the Buy-Back Option) sell to Napo and/or its Affiliates that portion of the Remaining Inventory chosen by Napo, provided that Napo shall be obligated to purchase one hundred percent (100%) of all Remaining Inventory that has a shelf life of two (2) years or greater as of the date of the exercise of the Buy-Back Option (such purchased Inventory, the “Purchased Remaining Inventory”). In the event of termination of the License Agreement by Napo pursuant to Sections 16.2 or 16.3, at the request of Napo and/or its Affiliate(s) by written notice to Woodward, Woodward and/or its Affiliates shall promptly (but in any event not later than thirty (30) days after the end of the termination event) sell to Napo and/or its Affiliates that portion of the Remaining Inventory chosen by Napo.

6.1.2 The price for any Purchased Remaining Inventory shall be the Supply Price actually paid by Woodward for such Purchased Remaining Inventory plus agreed upon reasonable transport costs for such Purchased Remaining Inventory together with all other costs borne by Woodward for storage and handling of such Purchased Remaining Inventory. Woodward or its Affiliates (as the case may be) shall issue an invoice to Napo and/or its Affiliate(s) for the applicable amount, and Napo and/or its Affiliate(s) shall pay the invoice within the later of (a) thirty (30) days from the date of receipt of such invoice and (b) the date of delivery of the applicable Purchased Remaining Inventory. If Napo fails to collect or arrange transport for any Remaining Inventory that it has elected to (or is obligated to) purchase within sixty (60) days of the date of Napo’s exercise of the Buy-Back Option, then Woodward shall have the right to dispose of such Remaining Inventory, provided that Napo shall not be relived of its obligation to pay Woodward for such Remaining Inventory. Any Remaining Inventory not chosen by Napo (or otherwise obligated to be repurchased by Napo pursuant to Section 6.1.1) shall be disposed of by Woodward.

6.1.3 Shipment of the Purchased Remaining Inventory will be made EXW (Incoterms 2020) Woodward’s warehouse or other shipping point as Woodward designates in writing (or the parties shall mutually agree upon). Risk of loss or of damage to the Purchased Remaining Inventory will remain with License (or applicable Third Party) until the Purchased Remaining Inventory are loaded onto the carrier's vehicle for shipment at the shipping point, at which time risk of loss or damage will transfer to Napo. Woodward will, in accordance with Napo’s instructions and as agent for Napo, arrange (either directly or indirectly through a Third Party) for shipping, to be paid by Napo and at Napo’s risk. Napo will arrange for insurance and will select the freight carrier to be used by Woodward or its subcontractor to ship the Purchased Remaining Inventory and Napo may monitor Licensor’s or its applicable Third Party subcontractor's shipping and freight practices as they pertain to this Agreement.

6.1.4 If Napo fails to collect the Purchased Remaining Inventory within sixty (60) Business Days of the agreed upon delivery date, then Napo shall pay a charge to Woodward of Fifty Dollars ($50) per pallet, per week that such Purchased Remaining Inventory remains uncollected to compensate Woodward for the additional handling and storage costs arising from such failure.

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6.1.5 If Napo fails to collect the applicable Purchased Remaining Inventory within sixty (60) Business Days of the delivery date notified to Woodward, then Woodward shall destroy the applicable Purchased Remaining Inventory, and Napo shall pay all costs associated with such destruction. Such destruction shall not relieve Woodward of its purchase obligations.

Article 7

Relationship Management

7.1 The Parties shall each appoint a relationship manager with responsibility for managing operational matters between the Parties in connection with this Agreement (each a “Relationship Manager”). The Relationship Manager shall meet (in person or via phone) once a month for the purposes of sales and operations planning, and at such other times as mutually agreed.

7.2 The Relationship Managers established under this Section 7 (Relationship Management) shall escalate any matters they are not able to resolve in accordance with the provisions of Section 8 (Dispute Resolution).

Article 8

Dispute Resolution

8.1 Any dispute or difference that arises between the Parties under this Agreement and cannot be resolved by discussion shall be referred to the Relationship Managers for determination. If the Relationship Managers are unable to resolve the matter within ten (10) Business Days of its referral thereto, the matter shall be referred to the Chief Executive Officer in the case of Woodward and the Chief Executive Officer of in the case of Napo. If the matter is not resolved by the appointed officers within ten (10) Business Days of its referral thereto, the dispute resolution process under this Article 8 (Dispute Resolution) will be deemed to have been exhausted in respect of such matter and each Party shall be free to pursue its rights under this Agreement or Applicable Law in respect of such dispute without further reference to this dispute resolution process.

Article 9

Title and Risk

9.1 Title and Risk. During the Term, except as stated in Section 6.1.3 for Purchased Remaining Inventory, risk in and title to the Product shall remain with Napo (or its relevant Affiliate) until Delivered in accordance with the Delivery Terms at which point it will pass to Woodward (or its relevant Affiliate).

Article 10

Quality

10.1 Quality. The Quality Agreement entered into within thirty (30) days of the date hereof between the Parties shall govern matters relating to quality assurance, quality control and change control with respect to the Manufacture of the Product as set out therein (“Quality Agreement”). In the event of any conflict or inconsistency between the provisions of this

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Agreement and the provisions of the Quality Agreement in respect of quality assurance, quality management and compliance with cGMP, the provisions of the Quality Agreement shall prevail.

10.2 Technical Complaints. Technical complaints associated with manufacturing of the Product shall follow the process described in the Quality Agreement.

10.3 Stability Testing.

10.3.1 Napo shall be responsible for all costs and expenses in connection with stability testing per required stability testing batch per year. Woodward understands and agrees that Napo’s (or its Affiliates’) costs and expenses in connection with stability testing will be included in Product costs for purposes of determining the applicable Supply Price from time to time hereunder.

10.4 Measures.

10.4.1 During the Term, Napo shall be responsible for taking any Measures for Product supplied under this Agreement according to Applicable Law. Napo shall promptly notify Woodward in writing in case Napo initiates, or is forced by governmental action to initiate, a Measure concerning the Product supplied under this Agreement during the Term.

10.4.2 Any adequately documented reasonable costs and expenses that are incurred by either Party for, and any government fines or penalties related to a Measure for which Napo is responsible pursuant to the representations and warranties set forth in Section 13.1, shall be borne by Napo and any other costs and expenses that are incurred in relation to a Measure shall be borne by Woodward.

Article 11

Labelling; Packaging; Anti-Counterfeiting

11.1 Labelling. The Product, and all Labelling and packaging used in connection with them, shall include the applicable Trademark in the manner and to the extent specified herein and under all regulatory or governmental licenses and approvals.

11.1.1 Napo shall be responsible for ensuring the accuracy and completeness of all information contained on all labels for the Product and for the compliance of all such labels with applicable governmental rules; provided, that Woodward shall be responsible for ensuring the accuracy and completeness of all information provided to Napo for inclusion on labels for the Product in the Territory. In addition, Napo shall be responsible for filing a Form 2253 for all applicable changes to Product information and promotional material sought by Woodward and Woodward shall be responsible for ensuring the consistency of Product information, promotional materials and third-party literature consistent with the Labels and providing Napo an opportunity to review and provide comments to any Product information and promotional materials before a Form 2253 is filed with respect to the Product in the Territory.

11.1.2 Each of the Parties shall accommodate any changes to Labelling, packaging, and formulation specifications that are necessary to comply with regulatory obligations or requested by Woodward. Woodward shall bear the respective expenses for all changes in

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Labelling, Product information, promotional materials and literature relating to the Product in the Territory.

11.2 Drug Supply Chain Security Act.

11.2.1 Napo will continue to use the current system for serial number generation, providing for fourteen (14) digit numeric while the product remains under Napo trade dress and labeler code. Once the Label, including labeler code have been changed by Woodward, Napo will transmit the SN data through qualified AS2 connection to Woodward.

11.2.2 Woodward may request, at Woodward’s cost, that Napo investigate any notice provided on FDA Form 3911 of any suspect and illegitimate product. Customer will provide a copy of the FDA Form 3911 to Napo with respect to the Product.

Article 12

PRODUCT CLAIMS AND RECALLS

12.1 Product Claims.

12.1.1 Product Claim; Deficiency Notice. Woodward has the right to reject any portion of any shipment of the Product that deviates from the Product Specifications, cGMPs, Applicable Laws or other representations, warranties or requirements set forth herein without invalidating any remainder of the shipment. Woodward will inspect the Product upon receipt and will give Napo written notice (a “Deficiency Notice”) of all claims for Products that deviate from the Product Specifications, cGMPs, Applicable Laws or other representations, warranties or requirements set forth herein within 15 days after Woodward's receipt of the Product and full batch records therefor (or, in the case of any defects not reasonably susceptible to discovery upon receipt of the Product, within 15 days after discovery by Woodward, but not after the expiration date of the Product). If Woodward fails to give Napo the Deficiency Notice within the applicable 15-day period, then the delivery will be considered to have been accepted by Woodward on the 15th day after delivery or discovery, as applicable; provided, however, that such acceptance shall not constitute a waiver of any other remedies Woodward may have hereunder including with respect to undiscovered or latent defects. Napo will not be liable under Section 12.3 for any deviations for which it has not received notice within the applicable 15-day period.

12.1.2 Determination of Deficiency. Upon receipt of a Deficiency Notice, Napo will have fifteen days to advise Woodward by notice in writing that it disagrees with the contents of the Deficiency Notice. Should Napo fail to object to the Deficiency Notice on a timely basis, Napo will be considered to have accepted and agreed with the Deficiency Notice. If Woodward and Napo fail to agree within ten days after any Napo notice to Woodward objecting to a Deficiency Notice as to whether any Products identified in the Deficiency Notice deviate from the Product Specifications, cGMPs, Applicable Laws or other representations, warranties or requirements set forth herein, then, on the tenth (10th) day after receipt of the Deficiency Notice, the parties will consult regarding the selection of an independent laboratory that is properly qualified to make the relevant determination to determine whether the Products deviate from the Product Specifications, cGMPs, Applicable Laws or other representations, warranties or requirements set forth herein, and is acceptable to the manufacturer of the Products. The determination of the independent laboratory will be binding on the parties. If the independent laboratory determines that any Products deviate from the Specifications, cGMPs,

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Applicable Laws, or other representations, warranties or requirements set forth herein, Woodward may reject those Products in the manner contemplated in this Section 12.1 and Napo will be responsible for the cost of the evaluation. If the independent laboratory finds that none of the Products deviates from the Product Specifications, cGMPs, Applicable Laws or other representations, warranties or requirements set forth herein, then (i) Woodward will be considered to have accepted delivery of the Products on or before the 35th day after delivery (or, in the case of any defects not reasonably susceptible to discovery upon receipt of the Product, on or before the 35th day after discovery thereof by Woodward), (ii) the invoice for the Product will be considered to be dated as of the date when the finding is made, and (iii) Woodward will be responsible for the cost of the evaluation.

12.2 Product Recalls and Returns.

12.2.1 Records and Notice. Napo and Woodward will each maintain records necessary to permit a Recall (as defined in this section below) of any Products delivered to Woodward or to customers of Woodward. Each Party will promptly notify the other by telephone (to be confirmed in writing) of any information which might affect the marketability, safety or effectiveness of the Product or which might result in the Recall or seizure of the Product. Upon receiving this notice or upon this discovery, each Party will stop making any further shipments of the Product in its possession or control until a decision has been made whether a Recall or some other corrective action is necessary. The decision to initiate a Recall or to take some other corrective action, if any, will be made and implemented by Woodward. "Recall" will mean any action (i) by Woodward to recover title to or possession of quantities of the Product sold or shipped to third parties (including the voluntary withdrawal of the Product from the market); or (ii) by any Governmental Entity to detain or destroy any of Product. Recall will also include any action by either party to refrain from selling or shipping quantities of the Product to third parties which would have been subject to a Recall if sold or shipped.

12.2.2 Recalls. If (i) any Governmental Entity issues a directive, order or, following the issuance of a safety warning or alert about the Product, a written request that the Product be Recalled, (ii) a court of competent jurisdiction orders a Recall, or (iii) Woodward determines that the Product should be Recalled or that a "Dear Doctor'' letter is required relating the restrictions on the use of the Product, Napo will co-operate as reasonably required by Woodward, having regard to all Applicable Laws.

12.2.3 Product Returns. Woodward will have the responsibility for handling customer returns of the Product. Napo will give Woodward any assistance that Woodward may reasonably require to handle the returns.

12.3 Napo’s Responsibility for Products..

12.3.1 Responsibility for Product. Woodward shall have a license to use and sell Products with Napo’s NDC number during the Term.

12.3.2 Defective Product. If Woodward rejects Products under Section 12.1 and the deviation is determined to have arisen from Napo's (or its (sub)contractor’s) failure to provide Products in accordance with the Product Specifications, cGMPs, Applicable Laws, or other representations, warranties or requirements set forth herein, Napo will credit Woodward's account for Napo's invoice Price for the Defective Product and for any reasonable costs that Woodward may have incurred to store and ship the Defective Product. If Woodward previously paid for the Defective Product, Napo will promptly, at Woodward's election: (i) refund the

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invoice price for the Defective Product; (ii) offset the amount paid against other amounts due to Napo hereunder; or (iii) replace the Product with conforming Product without Woodward being liable for payment therefor.

12.3.3 Recalled Product. If a Recall, return or other corrective action for the Products results from, or arises out of, (i) deficiencies in the Specifications, (ii) Napo’s breach of this Agreement, or (iii) a failure by Napo (or its (sub)contractor) to perform the manufacturing in accordance with the Product Specifications, cGMPs, Applicable Laws, or other representations, warranties or requirements set forth herein or otherwise arising out of Napo’s negligence or more culpable conduct, Napo will (i) be responsible for all reasonable documented out-of-pocket expenses (including reasonable attorneys' fees and amounts paid to Governmental Entities) of Woodward and customers of Woodward of the Recall, return or other corrective action, and (ii) promptly, at Woodward's election: (A) refund the invoice price for the Product and the reasonable costs that Woodward incurred to insure, store and ship the Product; (B) offset the amount paid for the Product against other amounts due to Napo hereunder; or (C) replace the Product with conforming Product without Woodward being liable for payment therefor. In all circumstances other than those addressed in this Section 12.3.3, Recalls, returns, or other corrective actions will be made at Woodward's cost and expense.

12.3.4 Product Claims. Napo will not be liable to Woodward, nor have any responsibility to Woodward, for any deficiencies in, or other liabilities associated with, the Product (collectively, “Product Claims”) to the extent the Product Claim (i) is caused by deficiencies in the Specifications to the extent modified by Woodward or Woodward's marketing or distribution of the Product, (ii) is caused by actions of third parties occurring after the Product is shipped in accordance with Section 6.1.3, (iii) is due to packaging design or labelling defects or omissions for which Napo has no responsibility, (iv) is determined, by agreement of the Parties, after a full quality investigation by the Parties in accordance with cGMP requirements, Applicable Laws, and the applicable Quality Agreement, to be due to any unascertainable reason despite Napo having performed the manufacturing services in accordance with the Product Specifications, the batch production record, standard operating procedures for manufacturing, cGMPs, Applicable Laws, and the other terms and conditions of this Agreement, (v) is associated with Woodward’s use of Napo’s NDC, except as contemplated hereunder, or (v) is due to any breach by Woodward of its obligations under this Agreement.

12.3.5 Notice by Napo. Napo will promptly notify Woodward at any time Napo discovers that any Product delivered hereunder does not conform to the Product Specifications, cGMP’s, Applicable Laws, or other representations, warranties or requirements set forth herein.

12.4 Disposition of Defective or Recalled Product. Woodward will not dispose of any damaged, Defective, returned, or Recalled Products for which it intends to assert a claim against Napo without Napo's prior written authorization to do so. Napo may instruct Woodward to return any damaged, Defective, returned or Recalled Products to Napo or its designee. Napo will bear the cost of storage, return and disposition for any damaged, Defective, returned or Recalled Product for which it bears responsibility under Section 12.3. In all other circumstances, Woodward will bear the cost of disposition, including all applicable fees for manufacturing services, for any damaged, Defective, returned, or Recalled Product.

12.5 Healthcare Provider or Patient Questions and Complaints. Woodward will have the sole responsibility for responding to questions and complaints from its customers, healthcare

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providers, and patients. Questions or complaints received by Napo from Woodward's customers, healthcare providers or patients will be promptly referred to Woodward in accordance herewith and the terms of the Quality Agreement. Napo will co-operate as reasonably requested to allow Woodward to determine the cause of, and resolve, any questions and complaints. This assistance will include follow-up investigations, including testing. In addition, Napo will promptly give Woodward all agreed upon information to enable Woodward to respond properly and timely to questions or complaints about the Product as set forth in the Quality Agreement. Unless it is determined that the cause of the complaint resulted from a failure by Napo to provide the Products in accordance with the Product Specifications, cGMPs, Applicable Laws or other representations, warranties or requirements set forth herein or such complaint arises out of Napo’s negligence or more culpable conduct, all costs incurred under this Section 12.5 will be borne by Woodward.

Article 13

Representations and Warranties

13.1 Napo represents, warrants and covenants to Woodward that:

(a) the manufacturing site at which the Product is manufactured, at the time of manufacture, is and will be in compliance with all cGMPs and other Applicable Laws (including applicable inspection requirements of the FDA;

(b) all Product will be manufactured in compliance with the requirements of cGMPs, this Agreement, the Quality Agreement, the Specifications and all Applicable Laws;

(d) all Product will have a remaining shelf life of at least 80% of the Product's approved shelf life from the date of manufacture;

(e) title to the Product will pass to Woodward free and clear of any security interest, lien or other encumbrance;

(f) the Product will not be adulterated or misbranded under the FFDCA;

(g) no act or omission of the manufacturer would cause or result in the Product being a product that cannot be introduced into interstate commerce under the FFDCA;

(h) Napo has the capacity and resources to Supply the Product in accordance with this Agreement and the Third Party MSAs;

(i) Napo has and shall maintain the necessary know-how, procedures, and personnel to have manufactured and Supply the Product in accordance with the terms of this Agreement;

(j) all activities required to validate the equipment, plant, manufacturing facilities, and production processes necessary for the manufacture and Supply of the Product have been completed; and

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(k) the manufacture, use, sale, and importation of the Products as contemplated hereunder do not and will not infringe, misappropriate, dilute, or otherwise violate the intellectual property rights of any Third Party.

13.2 Each of Woodward and Future Pak represents, warrants and covenants to Napo that:

(a) If Woodward fails to pay any payment as required by under this Agreement, Future Pak shall pay the full amount of such payment to Napo within five (5) days of receiving written notice from Napo; and

(b) After giving effect to the transactions contemplated by this Agreement, the License Agreement, the Quality Agreement and any other agreements between the parties hereto or thereto (i) the fair value of the assets of Woodward is greater than the then total amount of liabilities, including contingent liabilities, of such company, (ii) Woodward is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which its property would constitute unreasonably small capital, and (iii) Woodward or its Affiliates have sufficient cash to pay payment obligations under this Agreement.

13.3 Except as expressly set out in this Agreement or in the License Agreement or THE QUALITY agreement, neither Napo, nor any of its Affiliates provides in respect of the Product or its Manufacture or supply under this Agreement any further or additional representations, warranties, conditions or terms, whether express or implied, and any warranties, representations, conditions or other terms that may be implied by statute or general law are, to the fullest extent permitted by law, excluded from this Agreement, including but not limited to any warranties of merchantability, or of fitness for any purpose, particular, specific or otherwise.

Article 14

Liability and Indemnification

14.1 Indemnification by Napo. Napo will defend, hold harmless and indemnify Woodward, its Affiliates and its and their respective directors, officers, employees and agents (the “Woodward Indemnitees”), from all losses, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and disbursements) (collectively, “Losses”) arising from or occurring as a result of (a) any Third Party claims, lawsuits, actions, proceedings, subpoenas, (“Third Party Claims”) against a Woodward Indemnitee arising from or occurring as a result of (i) the breach by Napo of this Agreement; (ii) the negligence or willful misconduct of any Napo Indemnitee or of any manufacturing site in connection with the performance of this Agreement; (iii) any claim that the use or practice of Napo IP (as defined in the License Agreement) in connection with the manufacture, use, sale, or other disposition of the Product violates, breaches, or infringes any Third Party intellectual property, or (iv) the handling, release, or disposal of any waste by Napo (or its (sub)contractor); (b) any personal injury or death suffered by any Napo Indemnitee in connection with the manufacturing of the Product hereunder or the performance of Napo's other obligations hereunder; (c) (i) any Recalls, refunds, Customer returns or Rebates related to Product sold either (x) by Napo prior to the Effective Date or (y) in the case of Rebates only, for Product sold within thirty (30) days of the Effective Date (provided that Product sales between Licensee and its Affiliates shall be

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excluded); or (ii) any Recalls of the Product sold by Woodward following the Effective Date in accordance with Section 12.3.4, and/or (d) the enforcement by a Woodward Indemnitee of its rights under this Section 14.1; except in each case for those Losses for which Woodward has an obligation to indemnify the Napo Indemnitees under Section 14.2, as to which Losses each Party will indemnify the other Party to the extent of its respective liability for the Losses.

14.2 Indemnification by Woodward. Woodward will defend, hold harmless and indemnify Napo, its Affiliates and its and their respective directors, officers, employees and agents (collectively, the “Napo Indemnitees”) from all Losses arising from or occurring as a result of (a) any Third Party Claims against a Napo Indemnitee due to (i) the breach by Woodward of this Agreement; or (ii) the negligence or willful misconduct of any Woodward Indemnitee in connection with the performance of this Agreement; (b) any refunds, Rebates or Customer returns related to the Product sold by Woodward or its’ Affiliates following the Effective Date, other than with respect to Rebates for Product sold within thirty (30) days of the Effective Date; (c) the enforcement by a Napo Indemnitee of its rights under this Section 14.2; except in each case for those Losses for which Napo has an obligation to indemnify the Woodward Indemnitees under Section 14.1, as to which Losses each Party will indemnify the other party to the extent of its respective liability for the Losses.

14.3 Indemnification Procedure.

14.3.1 Notice. The indemnified party (the “Indemnified Party”) will promptly provide the indemnifying party (the “Indemnifying Party”) notice (“Indemnification Claim Notice”) of any Loss or discovery of fact upon which the Indemnified Party intends to base a request for indemnification under Section 14.1 or 14.2, but any delay in providing the notice will qualify the obligations of the Indemnifying Party under Section 14.1 or 14.2, as relevant, only to the extent of actual prejudice to the ability of the Indemnifying Party to defend the claim. Each Indemnification Claim Notice must contain a-description of the claim and the nature and amount of the Loss (to the extent that the nature and amount of the Loss are known at that time).

14.3.2 Third Party Claims.

(a) Defense. At its option, the Indemnifying Party may assume the defense of any Third Party Claim by giving notice to the Indemnified Party within 30 days after the Indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the Indemnifying Party will constitute an acknowledgment that the Indemnifying Party is liable to indemnify hereunder the Indemnified Party for the Third Party Claim. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnifying Party which will be reasonably acceptable to the Indemnified Party. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Third Party Claim. Subject to Section 14.3.2(b), if the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim.

(b) Right to Participate in Defense. Without limiting Section 14.3.2(a), any Indemnified Party will be entitled to participate in, but not control, the defense of the Third

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Indemnified Party in connection with any Third Party Claim will be reimbursed on a monthly basis in arrears by the Indemnifying Party.

14.7 Reasonable Allocation of Risk. The parties acknowledge and agree that this Agreement (including this Article 14) is reasonable and creates a reasonable allocation of risk for the relative profits the parties each expect to derive from the Product.

14.8 LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS OF A THIRD PARTY WHICH ARE SUBJECT TO INDEMNIFICATION UNDER THIS ARTICLE 14 OR ARISING OUT OF A PARTY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD, NEITHER NAPO NOR WOODWARD, NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), INDEMNITY OR CONTRIBUTION, AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE.

Article 15

Insurance

15.1 Insurance. Subject to Section 15.2, each party will maintain commercial general liability insurance, covering the obligations of that party under this Agreement, through the Term and for a period of three Years thereafter. This insurance will have policy limits of not less than (i) $5,000,000 for each occurrence for personal injury or property damage liability, and (ii) $10,000,000 in the aggregate per annum for product and completed operations liability. If requested, each party will give the other a certificate of insurance annually evidencing the above and showing the name of the issuing company, the policy number, the effective date, the expiration date, and the limits of liability. If requested, each Party will name the other Party as an additional named insured under the above insurance policies. The insurance certificate will further provide for a minimum of 30 days' written notice to the insured of a cancellation of, or material change in, the insurance.

15.2 Inability to Maintain Required Insurance. If a Party is unable to maintain the insurance policies required under this Agreement on commercially reasonable terms and at commercially reasonable cost for any reason, then the Party will promptly (but in any event at least thirty (30) days prior to expiration of the insurance coverage required by Section 15.1 above) notify the other party in writing and the Parties will in good faith negotiate appropriate amendments to the insurance provision of this Agreement in order to provide adequate assurances on commercially reasonable terms and at commercially reasonable cost. Notwithstanding the foregoing, if the Parties are unable to reach an agreement regarding a change in insurance requirements and a Party is unable to maintain the insurance required in Section 15.2 above, the Party unable to maintain the required insurance shall be deemed to be in material breach of this Agreement and the other Party shall be entitled to terminate this Agreement in accordance with Section 16.2 hereof; provided, however, in such case the Party without insurance shall not be entitled to the 30-day cure period under Section 16.2.

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Article 16

Term and Termination

16.1 Term; Expiration. This Agreement shall become effective as of the Effective Date and, unless earlier terminated pursuant to the other provisions of this Article 16, shall expire in its entirety (except as otherwise set forth in this Article 10) upon the expiration or termination of the License Agreement. The period from the Effective Date until the date of expiration or earlier termination of this Agreement in its entirety is referred to herein as the “Term.”

16.2 Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of this Agreement, then the Non-Breaching Party may deliver notice of such breach to the Breaching Party. If the Breaching Party fails to cure such breach, or take such steps as would be considered reasonable to effectively cure such breach, within thirty (30)-day period after delivery of such notice or in the case of failure to pay an undisputed amount payable following (i) Napo delivering a written notice demanding payment of such undisputed amount and ten (10) Business Days elapsing after delivery of delivery of such notice, and (ii) Napo delivering a second written notice after such initial ten (10) Business Day period, and Woodward’s failure to pay within ten (10) Business Days of receipt of such second written notice, the Non Breaching Party may terminate this Agreement, the License Agreement, the quality Agreement and any other agreement between Parties and/or their Affiliates that are ancillary thereto upon written notice to the Breaching Party.

16.3 Termination for Bankruptcy. Either Party may terminate this Agreement, if, at any time, the other Party shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of substantially all of its assets, or if the other Party makes a general assignment for the benefit of creditors or proposes a written agreement of composition or extension of substantially all of its debts or if the other Party shall propose or be a party to any dissolution or liquidation, or if the other Party shall make an assignment of substantially all of its assets for the benefit of creditors, in each case that is not dismissed or discharged within ninety (90) calendar days.

16.4 Additional Rights and Remedies. The expiration or termination of this Agreement shall be without prejudice to any other accrued rights or remedies (including in damages) and liabilities either Party may have against the other Party for any breach relating to this Agreement and shall not affect the obligations under any accepted Firm Orders, provided, however, that in the event of termination pursuant to Section 16.2, the terminating Party shall have the right (but not the obligation) to cancel any such orders. The enforceability of this Section 16.4, or any other provisions of this Agreement that are intended to remain in force after its termination, shall not be affected by the expiry or termination of this Agreement.

16.5 Termination for Insolvency Event. Upon the occurrence of a subclause (a) Insolvency Event, Woodward shall have the option to immediately terminate all or any portion this Agreement at any time without any further action.

16.6 Effect of Termination or Expiration.

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16.6.1 Except for termination arising out of Napo’s breach, Woodward shall continue to pay the Supply Price for accepted Product ordered pursuant to Firm Orders placed during the Term that is delivered to Woodward, despite a notice of termination having been given.

16.6.2 Upon early termination of this Agreement due to Woodward’s breach in accordance with Section 18.2, Woodward shall reimburse Napo for:

(a) any commitments or obligations, reasonably documented and evidenced that were made by Napo or its Affiliates to Third Parties for the purpose of performing its obligations under this Agreement, which cannot be cancelled or refunded by such Third Party or which relate to Materials which cannot reasonably be used by Napo or its Affiliates in the ordinary course of business; and

(b) the cost of goods and any waste disposal costs for inventories of the Product and/or Materials which Napo is not able to re-utilize elsewhere.

16.6.3 Upon a termination of this Agreement arising out of Napo’s breach or pursuant to Section 16.5, Woodward shall be permitted to set off any amounts due and owing by Woodward to Napo under this Agreement or the License Agreement by the amount of any payments to a counterparty to a Third Party MSA necessary to cure any existing defaults by Napo, or any other costs and expenses incurred by Woodward to transition the supply of Product from Napo to Woodward.

16.6.4 Unless otherwise expressly provided for in the applicable other agreement, the License Agreement, Quality Agreement and all other agreements ancillary hereto or thereto shall automatically terminate upon expiry or termination of this Agreement as a whole, save for any provision of an agreement that is, by its nature, intended to continue in force after such expiry or termination.

Article 17

Confidentiality; Press Release

17.1 Confidentiality. Each Party shall treat the Confidential Information of the other Party as strictly confidential and not disclose it to any Third Party for any purpose whatsoever without obtaining the prior written consent of the other Party and not make use of the Confidential Information of the other Party or any part thereof other than as permitted under the License Agreement (it being understood that Confidential Information under this Agreement shall be considered Confidential Information under the terms of the License Agreement and shall be subject to the terms, including without limitation the protections, authorized disclosure provisions and use restrictions, set forth therein), in each case other than to conduct its activities under this Agreement and as permitted under the License Agreement. “Confidential Information” means certain secret, confidential, and proprietary data, including, without limitation, technical, scientific, business, and other information and data; provided however, that Confidential Information does not include any information which: (a) is already known to a party receiving such information (“Receiving Party”) at the time of disclosure by the party so disclosing the information (“Disclosing Party”); (b) is or becomes generally known or available to the public other than through any act or omission of the Receiving Party in breach of this Agreement (or any other agreement between the Parties with respect to confidentiality); (c) is acquired by the Receiving Party from a Third Party who is not directly or indirectly under an obligation of confidentiality to the Disclosing Party with respect

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to same, or (d) is developed independently by the Receiving Party without the use, direct or indirect, of the Disclosing Party’s Confidential Information. In addition, nothing in this Section 17.1 shall be interpreted to limit the ability of either Party to disclose its own Confidential Information to any other Person on such terms and subject to such conditions as it deems advisable or appropriate.

17.2 Permitted Disclosures. It shall not be a breach of Section 17.1 if a Receiving Party discloses Confidential Information of a Disclosing Party: (a) pursuant to Applicable Law, including securities laws applicable to a public company, to any regulatory authority or the listing standards or agreements of any national or international securities exchange or The NASDAQ Stock Market, the New York Stock Exchange, or other regulatory authority; (b) in order to comply with its obligations under the listing standards or agreements of any national or international securities exchange or The NASDAQ Stock Market or the New York Stock Exchange; or (c) in a judicial, administrative or arbitration proceeding to enforce such party’s rights under this Agreement; provided, however, that the Receiving Party: (i) provides the Disclosing Party with as much advance written notice as possible of the required disclosure; (ii) reasonably cooperates with the Disclosing Party in any attempt to prevent, limit or seek confidential treatment for the disclosure; and (iii) discloses only the minimum amount of Confidential Information necessary for compliance. The Parties may also disclose the existence of this Agreement and terms thereof to their directors, investors, officers, employees, attorneys, accountants and other advisers on a need to know basis and may, upon obtaining a written confidentiality agreement, further disclose the existence and terms of this Agreement to Third Parties to whom it may be relevant in connection with financings, acquisitions, licenses and similar transactions to the extent such Third Parties are under confidentiality obligations at least as restrictive as those set forth herein.

17.3 The obligations in this Article 17 shall last for the Term and for a period of ten (10) years thereafter.

17.4 Press Releases. Any press release or public announcement pertaining to this Agreement shall be subject to the terms, protections, and use restrictions forth in the License Agreement.

Article 18

TECHNOLOGY TRANSFER

18.1 As security for Woodward to ensure continuity of Supply, (i) Napo agrees that, as of the Effective Date, Woodward or its designee is entitled to transition the Supply of the Product to itself or its designee provided that Woodward agrees not to undertake such transition until and unless a Insolvency Event occurs, and (ii) promptly following Woodward’s request at any time following the Effective Date, Napo will provide documentation and materials sufficient to enable to Woodward or its nominee to fully Supply Products (including the then-current process for the Supply of the Products, as well as any improvements or enhancements to such processes) provided that Woodward agrees not to use such documentation and materials until and unless an Insolvency Event occurs. If an Insolvency Event has not occurred, Woodward will be responsible for all reasonable costs, direct and indirect, associated with this activity.

18.2 Upon the occurrence of a Insolvency Event and Woodward’s exercise of its rights under any Third Party MSA or Replacement Third Party MSA, Napo will transition the Supply of the Product to Woodward or its nominee upon Napo’s instruction such transition to include, without limitation, (i) introduction of Woodward or its designee to, and/or (ii) assisting

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Woodward or its designee to enter into agreements with, any of Napo’s Third Party manufacturers, including, if so requested by Woodward, by assigning or novating Napo’s or its Affiliate’s relevant contracts (in whole or in part as applicable) to Woodward or its designee. If an Insolvency Event has not occurred, Woodward will be responsible for all reasonable costs, direct and indirect, associated with this activity.

18.3 As soon as reasonably practicable following Napo’s receipt of Woodward’s instruction under Section 18.1, but in any event no later than thirty (30) days after receipt of same, the Parties shall negotiate in good faith and agree a formal plan (“Technology Transfer Plan”) for the transition of Supply of the Product to Woodward or to any Affiliate of Woodward or third party contract manufacturer as Woodward may direct (“Technology Transfer Partner”). If an Insolvency Event has not occurred, Woodward will be responsible for all reasonable costs, direct and indirect, associated with this activity.

18.4 If an Insolvency event has occurred, Napo shall carry out the activities allocated to it in the Technology Transfer Plan in accordance with any timelines set out therein. The methods that will be used to affect the Technology Transfer Plan will include:

18.4.1 the provision of technical assistance to Woodward and/or the Technology Transfer Partner to ensure timely transfer of Supply of the Product; and

18.4.2 access to employees of Napo and its Affiliates (and/or their third-party contract manufacturer) who have knowledge of the Products and the Manufacturing process at Napo’s (and/or its Affiliates’ and/or their third-party contract manufacturer’s premises and/or, where reasonably required, at Woodward’s or Technology Transfer Partner’s premises.

Article 19

Miscellaneous

19.1 Forum. Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, and all related matters will be brought exclusively in the state or federal courts located in the State of Delaware. Each of Woodward and Napo hereby submits to the exclusive jurisdiction of such courts and waive any objection to the propriety or convenience of such venues.

19.2 Governing Law. This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to conflicts of laws principles, except as to any issue which depends upon the validity, scope or enforceability of any Patent, which shall be determined in accordance with the laws of the country in which such patent was issued.

19.3 Assignment. Neither this Agreement nor any of the rights or obligations created herein may be assigned by either Party, in whole or in part, without the prior written consent of the other Party, not to be unreasonably withheld or delayed; except that either Party shall be free to assign this Agreement (a) to an Affiliate of such Party (for so long as such Affiliate remains an Affiliate) provided that such Party shall remain liable and responsible to the other Party for the performance and observance of all such duties and obligations by such Affiliate, and further provided that such assignment to an Affiliate does not increase the other Party’s tax payment obligations relative to those it would have prior to such assignment, including for example by increasing withholding taxes on amounts payable to such other Party, or (b) in connection with

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any merger, consolidation or sale of such Party or sale of all or substantially all of the assets of the Party to which this Agreement relates, without the prior consent of the non-assigning Party but with written notice to such non-assigning Party. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the Parties hereto. Any assignment of this Agreement in contravention of this Section 19.3 shall be null and void.

19.4 Force Majeure. No Party shall be held liable or responsible to the other Party nor be deemed to be in default under, or in breach of any provision of, this Agreement for failure or delay in fulfilling or performing any obligation of this Agreement when such failure or delay is due to force majeure, and without the fault or negligence of the Party so failing or delaying. For purposes of this Agreement, “force majeure” is defined as causes beyond the control of the Party, including acts of nature; acts, regulations, or laws of any government; war; civil commotion; destruction of production facilities or materials by fire, flood, earthquake, explosion or storm; labor disturbances; epidemic; and failure of public utilities or common carriers. In such event Woodward or Napo, as the case may be, shall promptly notify the other Parties of such inability and of the period for which such inability is expected to continue. The Party giving such notice shall thereupon be excused from such of its obligations under this Agreement as it is thereby disabled from performing for so long as it is so disabled for up to a maximum of ninety (90) calendar days, after which time Woodward or Napo, the Party not affected by the force majeure, may terminate this Agreement. To the extent possible, each Party shall use reasonable efforts to minimize the duration of any force majeure.

19.5 Notices. Any notice or request required or permitted to be given under or in connection with this Agreement shall be deemed to have been sufficiently given if in writing and personally delivered or sent by certified mail (return receipt requested), or overnight express courier service (signature required), prepaid, to the Party for which such notice is intended, at the address set forth for such Party below:

If to Woodward, addressed to:

Woodward Specialty LLC

c/o Future Pak, LLC

47220 Cartier Dr., Suite A

Wixom, MI 48337

Attention: Chief Executive Officer

with a copy to:

Honigman LLP

2290 First National Building

660 Woodward Avenue

Detroit, MI 48226

Attention: Nicholas Pedersen and Nick Gorga

If to Napo, addressed to:

Napo Pharmaceuticals, Inc. 200 Pine Street, Suite 400 San Francisco, CA 94104 Attention: Chief Executive Officer Email:lconte@napopharma.com

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with a copy to:

Jaguar Health, Inc. 200 Pine Street, Suite 400 San Francisco, CA 94104 Attention: General Counsel Email: jwolin@jaguar.health

19.6 Export Clause. Each Party acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin. Each Party agrees that it shall not export or re-export restricted commodities or the technical data of the other Party in any form without the appropriate United States and foreign government licenses.

19.7 Waiver. Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition. No waiver by either Party of any condition or term in any one or more instances shall be construed as a continuing waiver of such condition or term or of another condition or term.

19.8 Severability. If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

19.9 Entire Agreement. This Agreement, together with the Exhibit hereto, set forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto and supersede and terminate all prior agreements and understanding between the Parties. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties other than as set forth herein and therein. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties hereto unless reduced to writing and signed by the respective authorized officers of the Parties.

19.10 Independent Contractors. Nothing herein shall be construed to create any relationship of employer and employee, agent and principal, partnership or joint venture between the Parties. Each Party is an independent contractor. Neither Party shall assume, either directly or indirectly, any liability of or for the other Party. Neither Party shall have the

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authority to bind or obligate the other Party and neither Party shall represent that it has such authority.

19.11 Headings; Interpretation. Headings used herein are for convenience only and shall not in any way affect the construction of or be taken into consideration in interpreting this Agreement. Further, in this Agreement: (a) the word “including” shall be deemed to be followed by the phrase “without limitation” or like expression; (b) the singular shall include the plural and vice versa; and (c) masculine, feminine and neuter pronouns and expressions shall be interchangeable.

19.12 Further Actions. Each Party shall execute, acknowledge and deliver such further instruments, and do all such other acts, as may be necessary or appropriate in order to carry out the expressly stated purposes and the clear intent of this Agreement.

19.13 Parties in Interest. All of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors, heirs, administrators and permitted assigns.

19.14 Construction of Agreement. The terms and provisions of this Agreement represent the results of negotiations between the Parties and their representatives, each of which has been represented by counsel of its own choosing, and neither of which has acted under duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and each of the Parties hereto hereby waives the application in connection with the interpretation and construction of this Agreement of any rule of law to the effect that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the Party whose attorney prepared the executed draft or any earlier draft of this Agreement.

19.15 Supremacy. In the event of any express conflict or inconsistency between this Agreement and any Exhibit hereto, the terms of this Agreement shall control. The Parties understand and agree that the Exhibit hereto are not intended to be the final and complete embodiment of any terms or provisions of this Agreement, and is expected to be updated from time to time during the Term, as appropriate and in accordance with the provisions of this Agreement.

19.16 Counterparts. This Agreement may be signed in counterparts, each and every one of which shall be deemed an original, notwithstanding variations in format or file designation which may result from the electronic transmission, storage and printing of copies of this Agreement from separate computers or printers. Facsimile signatures and signatures transmitted via PDF shall be treated as original signatures.

* - * - * - *

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IN WITNESS WHEREOF, the Parties have caused this Manufacturing and Supply Agreement to be executed by their duly authorized representatives.

Napo Pharmaceuticals, Inc.

By: /s/ Lisa Conte

Name: Lisa Conte

Title: President & CEO

Dated: January 12, 2026

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[Additional signature page to the Manufacturing and Supply Agreement between Napo and Woodward]

WOODWARD SPECIALTY LLC

By: /s/ David Risk

Name: David Risk

Title: Operating Chairman

Dated: January 12, 2026

Solely for the purposes of Section 13.2:

FUTURE PAK, LLC

By: /s/ David Risk

Name: David Risk

Title: Operating Chairman

Dated: January 12, 2026

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Exhibit A

Supply Price and Minimum Order Quantities

Costs of Goods Manufactured consists of direct drug substance and drug product materials expense, direct labor and distribution fees plus 10%.

2025 Annual Pricing* for 35kg Batch Size (~1040 Bottles per batch). Minimum Order Quantity will be 1 batch, and Woodward has no obligation to order any particular quantity of Product, provided that each order Woodward does place satisfies the Minimum Order Quantity.

Product	Batches	Bottles	Price per 60 count bottle**
Mytesi 125mg	1	1040	$[****]
Mytesi 125mg	2	2080	[****]
Mytesi 125mg	3	3120	[****]
Mytesi 125mg	4	4160	[****]
Mytesi 125mg	5	5200	[****]
Mytesi Sample Bottles<br><br>(60 count)	N/A	1040	Bottle cost for the batch plus $[****] for overlabel

1 These Supply Prices are expected to be updated in the first six-months of 2026 based on price adjustments under the Third Party MSAs.

2The “Price per 60 count bottle” reflects Napo’s COGS plus 10%

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Exhibit B

Effective Date Product Inventory at Cardinal and VEDCO:

Quantity and Purchase Cost per Bottle

The existing Effective Date Product Inventory for Mytesi® and Canalevia-CA1® Bottles is shown below, except with respect to Canalevia. The table shows Bottle Count, Expiry Date, and Purchase Cost per bottle.

Table 1: Mytesi & Canalevia-CA1 Effective Date Product Inventory.

Lot Number	Amount (Bottles)	Expiry Date	Purchase Cost per Bottle
Mytesi®	[****]	[****]	$[****]
Mytesi Sample Bottles	[****]	[****]	$[****]
Canalevia®-CA1	[****]	[****]	$[****]

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DOCPROPERTY "CUS_DocIDChunk0"

Exhibit C

Fully-Allocated Manufacturing Cost

“Fully-Allocated Manufacturing Cost” means all manufacturing and supply costs of Napo and its Affiliates relating to the Products from time-to-time, including without limitation all fees and expenses under the Third Party MSAs and the Charles River statements of work. For illustrative purposes, currently the Fully-Allocated Manufacturing Costs include the following:

Cost Center	Input
Botanical Raw Material1 (BRM)	BRM cost
	Reforestation and Labor
	Shipment from Peru to Glenmark
Crofelemer<br><br>(Drug Substance)	Manufacturing and Release (Test methods performed at Glenmark)
	Shipment from Glenmark to Patheon
	Release of Batch (Bioassay performed at Charles River Lab)
	Stability Program (Bioassay performed at Charles River Lab)
Mytesi<br><br>(Finished Product)	Manufacturing & Release (Test methods performed at Patheon)
	Stability Program (Test Methods performed at Patheon)
	Release of Batch (Bioassay performed at Charles River Lab)
	Stability Program (Bioassay performed at Charles River Lab)
	Shipment from Patheon to Cardinal or Woodward warehouse
Labor	Napo personnel

1 Botanical Raw Material: Starting material sourced from the Peruvian rainforest

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DOCPROPERTY "CUS_DocIDChunk0"

EX-99.1

Jaguar Health Enters into U.S. License Agreement with Future Pak for Crofelemer, Providing up to $38 Million

$18M upfront payment to Jaguar ($16M upon deal closing and $2M upon completion of post-closing conditions)
Up to additional $20M in milestone and other future payments
Future Pak becomes exclusive U.S. marketer for Mytesi® and Canalevia®-CA1
Jaguar continues to be the manufacturer of Mytesi and Canalevia-CA1
Meaningful non-dilutive capital enables Jaguar to focus on its rare-disease pipeline, which is the subject of ongoing BD discussions with other potential partners

SAN FRANCISCO, CA / January 12, 2026 / Jaguar Health, Inc. (NASDAQ:JAGX) today announced that its wholly-owned subsidiary Napo Pharmaceuticals, Inc. (collectively, with Jaguar Health, Inc., “Jaguar”) has entered into a U.S. licensing agreement with an affiliate of privately held Future Pak, LLC (“Future Pak”). Under the terms of the agreement, Future Pak will be the exclusive marketer for Mytesi (crofelemer), Jaguar’s FDA-approved novel prescription drug for the symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS on antiretroviral therapy, and Canalevia-CA1, Jaguar’s crofelemer prescription drug for the treatment of chemotherapy-induced diarrhea in dogs. Jaguar will receive an $18 million upfront fee ($16 million at deal closing and $2 million upon completion of post-closing conditions) and up to $20 million in milestone payments and other future payments. Jaguar will continue to manufacture Mytesi and Canalevia-CA1 for Future Pak.

In September 2025, Future Pak acquired Theratechnologies Inc., a specialty biopharmaceutical company with two commercialized HIV medicines in the United States – EGRIFTA WR™ (tesamorelin) and Trogarzo® (ibalizumab-uiyk). “Jaguar’s license arrangement with Future Pak represents a strategic convergence for heightening awareness of Mytesi and the importance of supportive care for HIV long-term survivors – allowing the HIV community to benefit from the commercial capabilities of an organization with deep experience and a primary focus on the U.S. HIV market. Importantly, this agreement will provide Jaguar with meaningful non-dilutive capital while reducing the company’s operational complexity,” said Lisa Conte, founder, president, and CEO. “This agreement is fully aligned with our strategy to concentrate Jaguar’s crofelemer development efforts on human rare-disease indications, particularly intestinal failure, where we continue to advance business development discussions with additional potential partners.”

As stated above, the agreement also provides Future Pak with an exclusive license to Canalevai-CA1, Jaguar’s supportive care GI drug for dogs. Per the terms of the agreement, Jaguar has a 12-month right to reacquire Future Pak’s Mytesi and Canalevia-CA1 rights in the event of U.S. regulatory approval of mutually agreed-upon additional crofelemer indications in the same formulation as Mytesi after a specified period. This structure preserves Jaguar’s optionality as the company’s rare-disease pipeline progresses and benefits from Jaguar’s sharp strategic focus on rare disease indications for crofelemer over the next few years.

Crofelemer continues to advance as a potential treatment for rare forms of intestinal failure, including intestinal failure due to short bowel syndrome (SBS-IF) and microvillus inclusion disease (MVID). Multiple investigator-initiated and company-sponsored studies of crofelemer are ongoing in the U.S., the

European Union and the United Arab Emirates, with initial proof-of-concept data showing significant reductions in parenteral support (PS) requirements in pediatric MVID and SBS-IF patients.

With continued demonstration of clinical benefit in Jaguar’s ongoing Phase 2 studies in MVID and SBS-IF, Jaguar hopes to achieve Breakthrough Therapy designation from the U.S. Food and Drug Administration for crofelemer for the treatment of MVID, and bring the product to market for this indication in the U.S. based on the study results expected in March 2026.

Intestinal failure is a debilitating condition that often requires patients to receive life-sustaining fluids, electrolytes and nutrients through intravenous administration, which consists of total parenteral nutrition (TPN) with supplemental intravenous fluids, which together constitute PS. Many intestinal failure patients require PS up to 7 days a week, and sometimes for 20 hours or more per day. While crucial for intestinal failure patients, PS is associated with significant toxicities to patients, similar to some toxicities associated with chemotherapy, often causing serious health problems including infections, metabolic complications, and liver and kidney function problems. These symptoms may emerge at any time in intestinal failure patients and often become life-threatening.

About Future Pak

Founded in 1977 and headquartered in Wixom, Michigan, Future Pak, along with its affiliates, is a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products. Future Pak operates across retail, specialty and institutional markets, leveraging its robust infrastructure and partner network to deliver quality-first, patient-centric solutions.

About Crofelemer

Crofelemer is a novel, oral plant-based prescription medicine purified from the red bark sap, also referred to as “dragon’s blood,” of the Croton lechleri tree in the Amazon Rainforest. Napo Pharmaceuticals has established a sustainable harvesting program, under fair trade practices, for crofelemer to ensure a high degree of quality, ecological integrity, and support for indigenous communities.

About the Jaguar Health Family of Companies

Jaguar Health, Inc. (Jaguar) is a commercial stage pharmaceuticals company focused on developing novel proprietary prescription medicines sustainably derived from plants from rainforest areas for people and animals with gastrointestinal distress, specifically associated with overactive bowel, which includes symptoms such as chronic debilitating diarrhea, urgency, bowel incontinence, and cramping pain. Jaguar family company Napo Pharmaceuticals (Napo) focuses on developing and commercializing human prescription pharmaceuticals for essential supportive care and management of neglected gastrointestinal symptoms across multiple complicated disease states. Napo’s crofelemer is FDA-approved under the brand name Mytesi® for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar family company Napo Therapeutics is an Italian corporation Jaguar established in Milan, Italy in 2021 focused on expanding crofelemer access in Europe and specifically for orphan diseases.

For more information about:

Jaguar Health, visit https://jaguar.health

Napo Pharmaceuticals, visit www.napopharma.com

Napo Therapeutics, visit napotherapeutics.com

About Mytesi®

Mytesi (crofelemer) is an antidiarrheal indicated for the symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS on antiretroviral therapy (ART). Mytesi is not indicated for the treatment of infectious diarrhea. Rule out infectious etiologies of diarrhea before starting Mytesi. If infectious

etiologies are not considered, there is a risk that patients with infectious etiologies will not receive the appropriate therapy and their disease may worsen. In clinical studies, the most common adverse reactions occurring at a rate greater than placebo were upper respiratory tract infection (5.7%), bronchitis (3.9%), cough (3.5%), flatulence (3.1%), and increased bilirubin (3.1%).

See full Prescribing Information at Mytesi.com. Crofelemer, the active ingredient in Mytesi, is a botanical (plant-based) drug extracted and purified from the red bark sap of the medicinal Croton lechleri tree in the Amazon rainforest. Napo has established a sustainable harvesting program for crofelemer to ensure a high degree of quality and ecological integrity.

Important Safety Information About Canalevia®-CA1

For oral use in dogs only. Not for use in humans. Keep Canalevia-CA1 (crofelemer delayed-release tablets) in a secure location out of reach of children and other animals. Consult a physician in case of accidental ingestion by humans. Do not use in dogs that have a known hypersensitivity to crofelemer. Prior to using Canalevia-CA1, rule out infectious etiologies of diarrhea. Canalevia-CA1 is a conditionally approved drug indicated for the treatment of chemotherapy-induced diarrhea in dogs. The most common adverse reactions included decreased appetite, decreased activity, dehydration, abdominal pain, and vomiting.

Caution: Federal law restricts this drug to use by or on the order of a licensed veterinarian. Use only as directed. It is a violation of Federal law to use this product other than as directed in the labeling. Conditionally approved by FDA pending a full demonstration of effectiveness under application number 141-552.

See full Prescribing Information at Canalevia.com.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements.” These include statements regarding Jaguar’s expectation that the agreement between Jaguar and Future Pak will reduce Jaguar’s operational complexity, Jaguar’s expectation that its rare-disease pipeline may progress and benefit from Jaguar’s sharp strategic focus on rare disease indications for crofelemer over the next few years, Jaguar’s expectation that, with continued demonstration of clinical benefit in its ongoing Phase 2 studies in MVID and SBS-IF, Jaguar may achieve Breakthrough Therapy designation from the U.S. Food and Drug Administration for crofelemer for the treatment of MVID and bring crofelemer to market for MVID in the U.S. based on the study results, and Jaguar’s expectation that the study results may be available in March 2026. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this release are only predictions. Jaguar has based these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements speak only as of the date of this release and are subject to several risks, uncertainties, and assumptions, some of which cannot be predicted or quantified and some of which are beyond Jaguar’s control. Except as required by applicable law, Jaguar does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Source: Jaguar Health, Inc.

Contact:

hello@jaguar.health

Jaguar-JAGX