Sponsored Research Agreement, dated February 3, 2021, by and between Coya Therapeutics, Inc. and The Methodist Hospital Research Institute d/b/a Houston Methodist Research Institute(c)(d)

Definitions

“Affiliate” means with respect to an entity, an entity controlling, controlled by, or under common control with such entity. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

“Budget” means the budget detailed in Exhibit B to this Agreement, as modified by mutual agreement of the parties from time to time.

“Confidential Information” shall mean any proprietary information or material disclosed by one party to the other party hereunder that is related to the subject matter of this Agreement and that is identified as confidential or proprietary when disclosed or reasonably would be considered confidential information if exchanged by third parties under similar circumstances.

“FDA” shall mean the United States Food and Drug Administration.

“HMRI Invention” means a Subject Invention made exclusively by personnel of

“Invention” shall mean any useful discovery, composition of matter, device, process, or method, whether patentable or not.

“IP Rights” shall mean any legally-protected proprietary right pertaining to Inventions, including patents and trade secrets.

“Joint Invention” means a Subject Invention made jointly by COMPANY personnel and individuals who would constitute HMRI’s personnel under this Agreement. Funding or providing resources for Research, and participation of a board or commission that advises either or both parties in the development or review of a plan relating to Research, shall be insufficient involvement (on their own) to cause a HMRI Invention or COMPANY Invention to be deemed a Joint Invention.

“Principal Investigator” means Stanley Appel, M.D.

“Project Funds” shall mean those funds paid by the COMPANY to HMRI for the Research in accordance with this Agreement.

“Project Team” shall mean the Principal Investigator and the researchers and research technicians under the Principal Investigator’s direction and control who are supported in whole or in part by the Project Funds.

“Research” shall mean research pertaining to the research enhancing the viability and suppressive function of ALS T-reg In-vitro and Ex-Vitro as described more fully in Exhibit A (which is incorporated herein by reference and made part of this Agreement) or such modifications of Exhibit A as may be mutually agreed upon in writing performed under this Agreement by duly authorized representatives of HMRI and the COMPANY.

“COMPANY Invention” means a Subject Invention made exclusively by personnel of COMPANY or its Affiliates in the course of participation by such personnel in the Research.

“Subject Invention” shall mean any Invention that is conceived and reduced to practice or developed in the performance of the Research.

“Term” shall mean the period commencing on the Effective Date of this Agreement and terminating on one (1) year thereafter, or if extended in accordance with its terms, terminating on the date specified in the extension.

Research

During the Term, the Project Team shall use its good faith efforts to conduct the Research in accordance with academic research standards. Notwithstanding the foregoing, COMPANY understands that HMRI’s primary mission is education and advancement of knowledge and the Research will be designed to carry out that mission. The manner of performance of the Research shall be determined solely by the Principal Investigator. HMRI does not guarantee specific results.

Nothing in this Agreement shall be construed to limit the freedom of HMRI, the Principal Investigator, or the Project Team, whether paid under this Agreement or otherwise, to engage in similar research performed independently under other grants, contracts, awards, or agreements with parties other than COMPANY, or as unsponsored research. COMPANY understands COMPANY shall not gain any rights via this Agreement under such other research.

HMRI does not guarantee that any IP Rights will result from the Research, that the scope of any IP Rights arising from the Research will cover COMPANY’s commercial interest, or that any IP Rights may be practiced or will be free of dominance by other patents, including those based on inventions made by other inventors at HMRI.

HMRI shall advise the COMPANY of the results of the Research and provide COMPANY with written reports concerning the Research as mutually agreed upon by HMRI and COMPANY.

In performance of their respective obligations under this Agreement, each party shall comply with all applicable federal, state, or local laws, regulations, or guidelines governing the conduct of such Research, including, but not limited to, the NIH Grants Policy Statement, U.S. export control laws and regulations, U.S. Food and Drug Administration laws and regulations, and the laws, regulations, guidance, and requirements of the Office of Human Research Protections, and the Office of Laboratory Animal Welfare.

If, for any reason, the Principal Investigator ceases to be associated with HMRI, or otherwise becomes unavailable to work on the Research, a qualified replacement researcher at HMRI shall be mutually appointed by HMRI and the COMPANY to be the Principal Investigator, or, at the parties’ option, this Agreement shall be terminated on thirty (30) days written notice from either party to the other.

If the Research is considered to be human subject research and subject to 21 CFR 812, the parties agree that the Principal Investigator will be both the sponsor and the principal investigator as set forth therein. HMRI will obtain and hold any investigational new drug application (“IND”) or investigational device exemption

Payments

The COMPANY shall pay HMRI the Project Funds as outlined in the Budget set forth in Exhibit B. In addition, should the contractual payments to HMRI be subject to any VAT, GST, surcharges or taxes, COMPANY shall be responsible for those additional fees and taxes. If no conflicting terms are set forth in Exhibit B, payment of Project Funds shall be made as follows:

HMRI will invoice COMPANY monthly for all costs and expenses incurred in the performance of the Research as outlined in Exhibit B for the immediately preceding month using HMRI’s standard invoice.

COMPANY’s address for invoices is:

All payments are due within thirty (30) days from COMPANY’s receipt of HMRI’s invoice.

In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on the first day of the month following the date when such payment is due, calculated at the annual rate of the sum of 1% plus the prime interest rate quoted by Citibank, N.A., New York, New York, on the date such payment is due, or on the date payment is made, whichever is higher, the interest being compounded on the last day of each calendar month, provided that in no event shall said annual rate exceed the maximum legal interest rate for corporations. Such payment when made shall be accompanied by all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of HMRI to any other remedy, legal or equitable, to which HMRI may be entitled because of the delinquency of the payment.

Direction of Payments

The Principal Investigator may transfer funds within the Budget as needed without COMPANY’s approval so long as the scope of work under the Research remains unchanged.

If COMPANY requires that personnel of HMRI travel to perform any of the Research or to deliver results, COMPANY shall reimburse HMRI for such personnel(s) travel costs, including transportation, hotel, and conference registration, as applicable.

HMRI shall retain title to all equipment, supplies and materials (including, without limitation, biologics, cell lines, animal models) purchased and/or fabricated by it with funds provided by COMPANY under this Agreement.

Non-Disclosure Agreement and Publications

HMRI and COMPANY may wish to disclose Confidential Information to each other in connection with work contemplated by this Agreement. Each party will use reasonable efforts to prevent the disclosure of the other party’s Confidential Information to third parties for a period of three (3) years after the termination of this Agreement. Notwithstanding the above, such obligation of confidentiality shall not apply to information that at the time of disclosure:

is in the public domain or publicly available or later comes into the public domain or becomes publicly available through no fault of the receiving party;

is independently developed by the receiving party or was known to the receiving party prior to its disclosure by the disclosing party;

is disclosed by a third party not under an obligation of non-disclosure;

is required by law, regulation or legal process to be disclosed; or

written permission for disclosure has been granted to the receiving party by the disclosing party.

Ownership and Patents

HMRI may, in the course of performing the Research, use intellectual property developed by HMRI or a third party prior to Effective Date or developed other than through its participation in the Research (“Background IP”). For purposes of clarity, not limitation, the parties understand that Subject Inventions do not include, and nothing in this Agreement expresses or implies any grant of rights to COMPANY of, rights in Background IP. As between the parties to this Agreement:

Title to any HMRI Invention will reside in HMRI.

Title to any COMPANY Invention will reside in COMPANY.

Title to Joint Inventions will be jointly owned and each party will have an equal, undivided, and unrestricted ownership interest therein.

Pursuant to the Patent and Know How License Agreement between COMPANY (formerly Nicoya Health, Inc.) and The Methodist Hospital effective as of October 6, 2020, Methodist Agreement [***] (“Existing License Agreement”), intellectual property specified in that agreement is already licensed to COMPANY by The Methodist Hospital. To the extent that any HMRI inventions resulting from work under this Agreement are not Licensed Patent Rights as defined in the Existing License Agreement, HMRI grants to the COMPANY the right of first review with respect to the opportunity to license any such Subject Invention(s), discovered during the performance of the Research, under the following the terms:

The COMPANY shall comply with the terms of non-disclosure, as set forth in Section 4 of this Agreement.

COMPANY and its Affiliates will have the first option to negotiate an exclusive license to make, have made, use, offer to sell, and sell under HMRI’s rights in any such HMRI Inventions or those Joint Inventions within the Research scope under terms and conditions to be negotiated in good faith, in each case subject to any federal or state governmental rights therein and to HMRI retaining the rights to make, have made and use such Inventions solely for research, educational and patient care purposes.

COMPANY shall have three (3) months from disclosure of any Subject Invention to notify HMRI that it wants to enter into such a license agreement. The parties shall negotiate in good faith for a period not to exceed six (6) months from COMPANY’s notification or a longer period of time if the parties mutually agree to extend negotiations. If COMPANY and HMRI fail to enter into an agreement, the rights to such Subject Inventions shall be disposed of in accordance with HMRI policies, with no obligation to COMPANY. Until a Subject Invention has been presented as set forth above, HMRI shall not offer rights to that Subject Invention to any third party. In the event COMPANY elects to exercise its option as detailed above, it shall be obligated to pay all patent expenses for the licensed Subject Invention. This shall include but not be limited to the cost of any activities investigating patentability before COMPANY’s exercise of the option.

Each party will protect its own Subject Inventions in its own discretion and at its own expense.

In the case of Joint Inventions, each party concerned will promptly inform the other party in writing whose employee is involved in such Joint Inventions. The parties will hereinafter agree on an appropriate course of action for filing applications for Joint Inventions, including which party is to be designated with the preparation, filing and prosecution of such applications and in

which countries of the world to file such applications. The filing of such applications for Joint Inventions will be subject to mutual agreement between the parties. All costs related to applications for IP Rights resulting from such applications will be shared equally between the parties or any of their Affiliates, except as provided below. One of the parties (the “Administering Party”) will be designated to file or have filed, prosecute and maintain applications for Joint Inventions and any IP Rights resulting therefrom. The other party will at its own cost furnish the filing party with all documents, or other assistance, that may be reasonably necessary for the filing and prosecution of each such application. If,

however, one party is not interested in filing an application on a Joint Invention, the other party or any of its Affiliates may file or have filed such application at its own expense and will be the sole owner of any resultant IP Rights, subject to a free, fully paid-up, non- exclusive, license solely for the internal use (without sublicense) by the party who was not interested in filing such application in its name and its Affiliates and subject to any prior commitments and renewals thereof of the party who was not

If one of the parties to this Agreement (the “Foreign Filing Party”) desires to file an application for a Joint Invention in a country where the other party does not want to file in its own name, the Foreign Filing Party or any of its Affiliates will be entitled to file or have filed in its own name applications in such country and will be the sole owner of any resultant IP Rights. All additional costs related or pursuant to such filing, including prosecution costs, maintenance costs of the application or the maintenance costs for IP Rights granted thereon will be paid by the Foreign Filing Party or any of its Affiliates. Such Joint Inventions are subject to a free, fully paid-up, non-exclusive non-assignable license in the countries concerned in favor of the relinquishing party and its Affiliates solely for the internal use (without sublicense) of the relinquishing party and its Affiliates.

If one of the joint owners of a Joint Invention wants to stop the payment of its share of the maintenance fees or other costs in any country, the other owner may take over the payment of such share. The party discontinuing to pay its proportionate share for one or more countries will relinquish to the other party which continues such payments, its title to and interest in such Joint Invention for the countries concerned, subject, however, to the retention of a free, fully paid- up, non-exclusive, non-assignable license under the Joint Invention in the countries concerned in favor of the relinquishing party and its Affiliates solely for internal use (without sublicense) of the relinquishing party and its Affiliates, except that the rights of third parties (other than Affiliates) under already existing licenses and agreements with the relinquishing party will not be prejudiced. In respect of the other countries, its rights will not be affected.

If the Administering Party decides either not to pursue or to abandon patent protection for Joint Invention(s), the Administering Party shall provide sixty (60) days prior written notice to the other party. The other party may elect to continue prosecution and/or maintenance of such application(s) or patent(s) at its sole discretion and expense. In addition, the other party may file and/or maintain patent applications at its own expense in any country in which the original Administering Party elects not to file or maintain patent applications.

An owner of Joint Invention(s) may bring an action for infringement of a Joint Invention only with the consent of the other owner. However, the other owner may only withhold its consent if such action would be materially prejudicial to its

commercial or scientific interests as can be demonstrated to the reasonable satisfaction of the joint owner interested to bring such infringement action.

Termination

This Agreement shall remain in effect for the Term, which may be extended by the mutual written consent of the duly authorized representatives of HMRI and the COMPANY.

Either party may terminate this Agreement without cause upon ninety (90) days notice to the other party.

In the event that either party shall be in default of any of its obligations under this Agreement and shall fail to remedy such default within thirty (30) days after receipt of written notice thereof, the party not in default shall have the option of canceling this Agreement by giving thirty (30) days written notice of termination to the other party.

Termination of this Agreement shall not affect the rights and obligations of the parties, which shall have accrued prior to termination, including, without limitation, the confidentiality obligations set forth in Section 4 and the rights and obligations of the parties under the Existing License Agreement (defined in Section

Indemnification

COMPANY agrees to defend, indemnify and hold harmless HMRI, its parent and Affiliates, and each of their directors, officers, agents, staff, employees, students, and researchers from and against any and all liability, claims, lawsuits, losses, demands, damages, costs, and expenses (including reasonable attorney’s fees and court costs), arising from or relating to (a) any negligent or willful acts or omissions of COMPANY or the design, manufacture, sale or use of any device, drug, or method of COMPANY, including in the event of HMRI’s joint negligence, but only to the extent of COMPANY’s actual proportionate negligence,

HMRI agrees to defend, indemnify and hold harmless COMPANY, its Affiliates, and each of their directors, officers, agents, staff, and employees from and against any and all liability, claims, lawsuits, losses, demands, damages, costs, and expenses (including reasonable attorney’s fees and court costs), arising from

Any party wishing to be indemnified as provided in Sections 7.1 and 7.2 shall:

after receipt of notice of any liability, claims, lawsuits or demands, promptly notify the indemnifying party of said liability, claims, lawsuits or demands and send to the indemnifying party a copy of all papers served on or received by the indemnified party, if any; provided, however, that failure to give such prompt notice shall not relieve the indemnifying party of its obligation to indemnify the party seeking indemnification provided that the delay does not materially prejudice the defense of the claim;

permit the indemnifying party to retain counsel of its choosing to represent the indemnified party, but the indemnified party may select its own counsel, the fees and all costs of such counsel will be borne by the indemnified party; and

allow the indemnifying party to retain exclusive control of any liability, claims, lawsuits, losses, demands, damages, costs, and expenses, including the right to make any settlement, except that the indemnifying party will not have the right to make any settlement or take any other action which would be deemed to confess wrongdoing by any of the indemnified parties or which places an affirmative obligation on an indemnified party, without the prior written consent of the indemnified party, such consent to not be unreasonably withheld.

This indemnity provision expressly survives termination or expiration of this Agreement.

Use of Facilities

Insurance

Commercial general liability insurance with limits of not less than $5,000,000 each occurrence and $5,000,000 annual aggregate; and

Products Liability insurance with limits of not less than $5,000,000 each occurrence and $5,000,000 annual aggregate.

Independent Contractors

Use of Institution Name/Public Statements

Warranties; Limitation of Liability

Choice of Law

Severability

Waiver

Notices

Assignment

Entirety

Representation of Non-Exclusion

Compliance Plan Participation

Export Control.

Force Majeure.

No Third Party Beneficiaries.