Amendment to License and Collaboration Agreement, dated December 17, 2024, by and between the Company and Genzyme Corporation (as assignee of Corxel Pharmaceuticals Limited (f/k/a Ji Xing Pharmaceuticals Limited))

[ * ] – CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Amendment to License and Collaboration Agreement

This AMENDMENT TO LICENSE AND COLLABORATION AGREEMENT (this “Amendment”), dated as of December 17, 2024, is entered into by and between Corxel Pharmaceuticals Hong Kong Limited (formerly known as “Ji Xing Pharmaceuticals Hong Kong Limited”), a limited liability company organized and existing under the laws of Hong Kong (the “Company”), and Cytokinetics, Incorporated, a Delaware corporation (“Cytokinetics”). The Company and Cytokinetics each may be referred to herein individually as a “Party” or collectively as the “Parties.” Reference is hereby made to that certain License and Collaboration Agreement, dated as of July 14, 2020, by and between Corxel Pharmaceuticals Limited (formerly known as “Ji Xing Pharmaceuticals Limited”) and Cytokinetics (the “License Agreement”), as assigned and transferred to the Company pursuant to the Assignment and Assumption Agreement dated as of July 14, 2020, by and between Corxel Pharmaceuticals Limited and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the License Agreement.

RECITALS

WHEREAS, pursuant to Section 16.2(c) of the License Agreement, the Company may without consent of Cytokinetics assign the License Agreement in whole to its successor-in-interest in connection with the sale of all or substantially all of its stock or its assets to which the License Agreement relates;

WHEREAS, the Company intends to assign (the “Assignment”) the License Agreement to Genzyme Corporation, a subsidiary of Sanofi S.A. (“Genzyme”), pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement, dated on or around December 18, 2024, by and between the Company and Genzyme (the “APA”);

WHEREAS, pursuant to Section 16.7 of the License Agreement, the License Agreement may be amended, and any term may be modified, by a written instrument duly executed by the authorized representatives of both Parties; and

WHEREAS, in connection with the Assignment, the Parties have mutually agreed to modify the terms of the License Agreement subject to the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein, the receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:

Section 2.9 [ * ]

2.9.1 During the Term, Genzyme shall not (and shall cause its Affiliates to not), [ * ].

2.9.2 Notwithstanding Section 2.9.1:

(a) neither Genzyme nor any of its Affiliates (referred to as a “Sanofi Entity” for the purposes of this Section 2.9.2) shall be considered in breach of Section 2.9.1 if any Sanofi Entity [ * ]; and

(b) for the avoidance of doubt and separate from Section 2.9.2(a), neither Genzyme nor any of its Affiliates shall in any event be considered in breach of Section 2.9.1 in the event that Genzyme or any of its Affiliates [ * ].

“Termination by Genzyme for Convenience. At any time, Genzyme may terminate this Agreement in its entirety by providing written notice of termination to Cytokinetics, which notice includes an effective date of termination at least [ * ] after the date of the notice.”

“Affiliate” means, with respect to a Party, any person or entity that directly or indirectly controls, is controlled by or is under common control with such Party. As used in this definition, “control” (and, with correlative meanings, the terms “controlled by” and “under common control with”) means, in the case of a corporation, the ownership of fifty percent (50%) or more of the outstanding voting securities thereof or, in the case of any other type of entity, an interest that results in the ability to direct or cause the direction of the management and policies of such party or the power to appoint fifty percent (50%) or more of the members of the governing body of the party. For avoidance of doubt, Sanofi S.A. shall be considered an Affiliate of Genzyme for purposes of this Agreement.

“Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government.

“Third Party” means any entity other than Cytokinetics, Genzyme and Affiliates of either of them.

“Genzyme” means GENZYME CORPORATION, a corporation incorporated under the laws of the Commonwealth of Massachusetts, USA.

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IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives to execute this Amendment on the date first above written.

IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives to execute this Amendment on the date first above written.