Binding Term Sheet by and between Adamas Pharma, LLC and Sandoz, Inc

• Adamas Pharma, LLC (“Adamas”) and Sandoz, Inc. (“Sandoz”)

Accordingly, the Parties are executing this Term Sheet as of the date set forth on the signature page hereto (the “Execution Date”) intending to be legally bound by the terms set forth herein and to create legally enforceable obligations and rights as set forth herein.

Adamas and Sandoz agree to dismiss without prejudice the case Adamas Pharma, LLC v. Sandoz, Inc., C.A. No. 18-9032 (BRM)(TJB) in the U.S. District Court for the District of New Jersey (the “Pending Litigation”). The Parties agree to the entry of the Stipulation and Order of Dismissal (see Exhibit A), with each Party bearing its own costs and attorneys’ fees. Within three (3) business days following the Execution Date, the Parties shall cause the Stipulation and Order of Dismissal to be filed with the United States District Court for the District of New Jersey (the “District Court”) and shall take all other reasonable and necessary actions to obtain the settlement and dismissal of the Pending Litigation. If for any reason the District Court raises an objection to the Stipulation and Order of Dismissal as drafted or requires that the Parties modify the Stipulation and Order of Dismissal before it will enter it as an order of the District Court, the Parties agree to confer promptly and in good faith in order to take action consistent with this Term Sheet to secure entry of the Stipulation and Order of Dismissal as drafted, or to agree upon modifications to the Stipulation and Order of Dismissal, or to take such other action consistent with this Term Sheet to secure entry of the Stipulation and Order of Dismissal as drafted or with agreed-upon modifications; provided that nothing contained herein shall be deemed to require a Party to agree to a modification of this Term Sheet or the Stipulation and Order of Dismissal that frustrates the purpose of this Term Sheet or materially affects the economic value of the transactions contemplated hereby, the benefits to such Party under this Term Sheet, or the burdens that this Term Sheet imposes on such Party.

Subject to the terms and conditions of this Term Sheet, Adamas hereby grants to the Sandoz ANDA Holder (and to the extent necessary, their Affiliates, suppliers, distributors, manufacturers, customers and assignees, as the case may be) a non-exclusive, fully paid, non-transferable license under the Licensed Patents, with no right to sublicense (the “License”), to:

(a)make or have made the Sandoz Product inside or outside the Territory [*] and solely for use, sale and offer for sale of the Sandoz Product in the Territory on or after the License Effective Date;

(b)import the Sandoz Product into the Territory [*] and solely for use, sale, and offer for sale of the Sandoz Product in the Territory on or after the License Effective Date; and

(c)to use, sell, and offer to sell the Sandoz Product in the Territory as of the License Effective Date.

The License Effective Date of a Sandoz Product shall be accelerated only under the circumstances specified below to the earliest of:

(a)In the event that Adamas licenses or otherwise authorizes any Third Party to sell a Generic Product before the above License Effective Date, then the License Effective Date shall be accelerated and amended to the date that is:

i.[*] to the date on which [*] commences selling a Generic Product pursuant to an application under a license, sublicense, covenant-not-to-sue or other authorization or immunity from Adamas or its Affiliates; or

ii.the date on which [*] commences selling a Generic Product under a license, sublicense, covenant-not-to-sue, or other authorization or immunity from Adamas or its Affiliates; and

Adamas shall provide Sandoz with notice of any [*] selling of a Generic Product within [*] of execution of [*] license or authorization.

(b)If Adamas [*], the License Effective Date will automatically accelerate to [*], except that, if [*], the License Effective Date will not be accelerated under this subsection unless (1) [*]; and (2) [*]. Adamas shall provide Sandoz with notice of any [*] within [*] of execution of any agreement that would accelerate the License Effective Date.

(b)In the event of a [*].

If the sales of all strengths of products described in the Adamas NDA decline [*] over any 12-month period starting with the 12-month period ending July 31, 2025 when compared to the sales of products described in the Adamas NDA that occurred in the 12 month period ending December 31, 2019, the date at the end of the 12-month period in which such a decline occurred will be considered a “Market Decline Trigger Date.” The extent of the decline is to be determined by comparing the aggregate prescriptions of units of the products described in the Adamas NDA in each period [*]. This Market Decline Trigger Date cannot be the result of a bona fide interruption based on safety and/or efficacy issues raised by FDA related to the Adamas Product. For clarity, [*].

(a) The Sandoz Product that is the subject of the Sandoz ANDA.

(b) [*]

(c) To the extent [*].

Subject to Sandoz’s compliance with the terms of this Term Sheet, Adamas and its Affiliates covenant not to assert (i) the Licensed Patents or any other United States or foreign patent rights owned, licensed or otherwise controlled by Adamas or its Affiliates either now or in the future against the making, having made, offering for sale, sale, importation, or use of the Sandoz Product or its active pharmaceutical ingredient (“API”) in or for the Territory; or (ii) any foreign patent rights owned, licensed or otherwise controlled by Adamas or its Affiliates against the making or having made the Sandoz Product or its API outside of the Territory solely for the offer for sale, sale, and use of the Sandoz Product in the Territory or the importation of the Sandoz Product into the Territory by Sandoz or on Sandoz’s behalf (the “Adamas Covenant”). Adamas shall impose the foregoing Adamas Covenant on its Affiliates and any Third Party to which Adamas or any of its Affiliates may assign, license, sublicense, or otherwise transfer any rights to or under the applicable Adamas patent or patent applications. For the avoidance of doubt, no right, license, or covenant is granted as to the sale of Sandoz Product or its API outside the Territory.

Subject to Adamas’ compliance with the terms of this Term Sheet, Sandoz and its Affiliates covenant not to assert (i) [*]; or (ii) [*] (the “Sandoz Covenant”). Sandoz shall impose the foregoing Sandoz Covenant on its Affiliates and any Third Party to which Sandoz or any of its Affiliates may assign, license, sublicense, or otherwise transfer any rights to or under the applicable patents or patent applications. For the avoidance of doubt, no right, license, or covenant is granted as to the sale of Adamas Product or its API outside the Territory.

Subject to the terms and conditions of this Term Sheet, Adamas will grant a waiver of any regulatory or statutory exclusivities to the extent necessary to effectuate the License and the Adamas Covenant, and solely for offering for sale, sale and use of the Sandoz Product in the Territory as of the Orphan Drug Date (“Exclusivity Waiver”). Adamas agrees to cooperate reasonably with the Sandoz ANDA Holder to effectuate the selective waiver of regulatory exclusivity detailed herein, including providing notices to the FDA verifying the existence of such selective waiver and not opposing the FDA’s final approval of the Sandoz ANDA for sale of the Sandoz Product in the Territory as of the Orphan Drug Date. Adamas also agrees to deliver the verification of the existence of such selective waiver in such form as FDA may require and as provided by Sandoz to Adamas to both the FDA and the Sandoz ANDA Holder within seven (7) business days following the Sandoz ANDA Holder’s request. As such, Adamas agrees to cooperate reasonably under 21 C.F.R. § 314.94(a)(12)(v) to provide a written statement that it waives any relevant exclusivities and consents to final approval of the Sandoz ANDA as of the Orphan Drug Date. For the avoidance of doubt, this provision solely concerns waivers required to gain final approval of the Sandoz ANDA from the FDA and nothing in this provision is intended to provide Sandoz with any rights to make, use, sell, offer for sale, or import the Sandoz Product prior to the dates provided in the License provision, Premarketing Rights provision, and the relevant accelerators.

In addition, [*].

For the avoidance of doubt, nothing in this Term Sheet prohibits or is intended to prohibit the Sandoz ANDA Holder from filing, maintaining, and/or recertifying pursuant to 21 C.F.R. § 314.94(a)(12)(v) any “Paragraph IV Certification” under 21 U.S.C. § 355(j)(2)(A)(vii)(IV) (as amended or replaced) in the Sandoz ANDA to any of the Licensed Patents, and to any other patent listed in the FDA’s Orange Book now or in the future in connection with the Adamas Product.

Subject to Adamas’ material compliance with the terms and conditions of this Term Sheet, and as long as this Term Sheet is in effect, neither Sandoz nor its Affiliates shall challenge the patentability, validity, enforceability or infringement of the Licensed Patents in connection with the Sandoz Product, Sandoz ANDA, a 505(b)(2) Application exclusively referencing the Adamas NDA and containing amantadine as the sole active ingredient, or any other product referencing the Adamas NDA and considered a therapeutic equivalent to the Adamas Product. In addition, neither Sandoz nor its Affiliates shall assist, encourage, coordinate with, or otherwise help any Third Party in challenging the patentability, validity, enforceability, or infringement of the Licensed Patents or prosecuting, defending or settling their litigations concerning their attempts to obtain approval of or sell their respective products (i) exclusively referencing the Adamas NDA and containing amantadine as the sole active ingredient or (ii) referencing the Adamas NDA and considered a therapeutic equivalent to the Adamas Product, except as required by law. Notwithstanding the above, nothing in this provision or Term Sheet shall (i) prohibit Sandoz and its Affiliates from challenging, disputing, or contesting the patentability, validity, enforceability, or infringement of one or more of the Licensed Patents in relation to a Paragraph IV Certification concerning any product other than the Sandoz Product and Sandoz ANDA (but excepting any 505(b)(2) Applications that exclusively reference the Adamas NDA and contain amantadine as the only active ingredient or any other applications for products referencing the Adamas NDA and considered a therapeutic equivalent to the Adamas Product), or (ii) in the event, and to the extent, Adamas or its Affiliates, or any Third Party, initiates suit against Sandoz or its Affiliates alleging that any product other than the Sandoz Product or Sandoz ANDA infringes any such Licensed Patents, then Sandoz or its Affiliates may seek reexamination, inter partes review, or any other post-grant review of such Licensed Patents.

[*]

(a)In the event of a material breach of any provision of this Term Sheet by the other party that remains uncured for forty-five (45) days after receipt of a notice by the other Party specifying in reasonable detail in writing the nature of the breach and demands its cure, either Party may, but is not required to, terminate this Term Sheet; [*]. In the event of a reasonable, good-faith dispute between the Parties as to whether a breach has occurred or a timely cure has been effectuated, the relevant period for cure shall be tolled during the time in which the Parties are actively engaged in a negotiation regarding such breach or cure.

(b)Notwithstanding anything in this Term Sheet, to the extent Sandoz breaches this Term Sheet by [*].

(c)For clarity, this provision shall not be construed as a license to Sandoz to make, have made, import, offer for sale, sell or use the Sandoz Product in the Territory, or make or have made the Sandoz Product outside the Territory for sale in the Territory, before such activities are expressly permitted herein nor as an acknowledgment or admission by Adamas that any such breach is curable, and Adamas retains all remedies available to them if Sandoz or any of its Affiliates offer for sale or sell the Sandoz Product in the Territory before such activities are expressly permitted herein, including the right to terminate this Term Sheet unless such breach is cured as previously set forth in this provision.

This Term Sheet shall not be assignable in whole or in part by any of the Parties without the prior written consent of all the other Parties. Notwithstanding the foregoing, Adamas may assign this Term Sheet to any Affiliate or to any successor or assignee of the Adamas Product business generally, and Sandoz may assign this Term Sheet to any Affiliate or Third Party who acquires all or substantially all of the business to which this Term Sheet relates, i.e., the Sandoz ANDA and Sandoz Product, provided that in either case such Affiliate, successor, assignee or Third Party, as the case may be, agrees in writing for the benefit of the non-assigning Party to assume all of the obligations of the assigning Party hereunder. In the event there is a permitted assignment by Sandoz to a Third Party, [*]. No assignment or delegation of this Term Sheet will relieve the assigning Party from any of its obligations hereunder.

If to Sandoz:

Attn: General Counsel

In connection with this Term Sheet, each Party, on behalf of itself and its Affiliates, expressly waive and relinquish all rights and benefits afforded by Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Further, each Party, on behalf of itself and its Affiliates, expressly waives and relinquishes all rights and benefits afforded by any law in any other jurisdiction similar to Section 1542 of the California Civil Code.