Arbitration Resolution Agreement, dated August 4th, 2021, by and among Protagonist Therapeutics, Inc. and Zealand Pharma, A/S

Unless otherwise defined herein, any capitalized terms used in this Agreement shall have the meanings ascribed to them in the Collaboration Agreement.

Protagonist will pay Zealand USD$2,500,000 within two business days of the Effective Date (the “Initial Payment”).

Protagonist will pay Zealand an additional USD$1,500,000 within one calendar year of the Effective Date (the “Anniversary Payment”).

For purposes of this Agreement, the parties agree to treat Rusfertide as a “Selected DRP,^-”Therapeutic Peptide” or “Product” as defined in the Collaboration Agreement, and that Zealand shall be entitled to milestone and royalty payments as to Rusfertide under the Collaboration Agreement and Abandonment Agreement, modified as follows:

Protagonist shall make the payments provided under paragraph 4 above as to Rusfertide regardless of whether Protagonist enters into any Partnering Arrangement with respect to Rusfertide, and the provisions of the Collaboration Agreement that call for a cessation of payments upon a Partnering Arrangement shall no longer apply or have effect with respect to Rusfertide.

The Parties shall cooperate in good faith to execute, acknowledge, and deliver such further instruments and to do all such other acts as may be appropriate and necessary to implement the terms of this Agreement. The Parties agree that the terms of this Agreement are binding on the Parties regardless of whether the Parties enter into any further agreements.

In the event of any conflict between this Agreement and either the Collaboration Agreement or Abandonment Agreement arises, this Agreement, which shall be deemed to modify and amend the Collaboration Agreement and Abandonment Agreement, shall govern.

Each Party shall be entitled to retain (i) all payments previously made to it by the other Party in connection with the Collaboration Agreement; and (ii) any payments made under this Agreement.

Each Party fully releases the other Party from and against any and all claims for past and present payments under the Collaboration Agreement and/or Abandonment Agreement and each Party agrees that future payments as to Rusfertide will be subject to the terms of this Agreement.

Nothing in this Agreement shall affect payments or obligations related to Selected DRPs, Therapeutic Peptides, and Products under the Collaboration Agreement and Abandonment Agreement other than Rusfertide, if any.

Zealand releases its claims against Protagonist relating to intellectual property as raised by Zealand in the Arbitration.

On the Effective Date, the Parties will promptly cause the Arbitration to be dismissed and discontinued with prejudice, with no award to issue, and with each Party to bear its own costs and fees.

Each Party agrees that it and its officers and employees shall not publicly or privately criticize or disparage the other Party, or any of the other Party’s products, business practices and/or personnel. Each Party agrees not to comment publicly on the Arbitration or the Settlement, except to indicate that the matter has been amicably resolved, or as may be required by law or regulation (including laws relating to securities filings).

Each Party represents and warrants that it has not assigned or transferred any claims it may have against the other Parties.

Each person signing this Agreement represents and warrants that he or she has actual full legal authority to bind the Party for whom he or she signs and each of the Parties represents and warrants that it has the authority to enter into this Agreement and provide the performance called for hereunder.

This Agreement is binding upon and shall inure to the benefit of (a) each Party’s officers, directors, shareholders, owners, managers, attorneys, inesurers, heirs, beneficiaries, and affiliates (which for purposes of this Agreement means every entity that controls, is controlled by or is under common control with any Party), and (b) each Party’s predecessors and past, present and future subsidiaries, divisions, parents, successors, assignees, transferees, executors, trustees, receivers, conservators or administrators (all whether voluntary or involuntary), including any entity surviving out of any merger (in any form), acquisition or reorganization, and including all persons or entities receiving any benefits, rights, obligations or liabilities of this Agreement by its terms or by operation of law.

The Parties agree this Agreement may be signed in counterparts, and by means of electronic signatures and/or DocuSign.

Each Party acknowledges that this Agreement is the result of the combined efforts of the Parties and, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing such provision in favor or against either Party hereto but rather by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement.

No part of this Agreement may be waived or modified except by another written agreement signed by the Party to be charged.

The Parties agree that this Agreement is binding and shall be enforceable in the courts located in New York, New York and the parties agree and submit to the exclusive jurisdiction of said courts for such purpose. This Agreement shall be governed by New York law, without regard to choice of law principles.

The Parties agree to reasonably cooperate in good faith to carry out the purposes and intent of this Agreement.

The prevailing party in any dispute or controversy arising out of, in relation to, or in connection with this Agreement, shall be entitled to reasonable attorneys’ fees and costs incurred in connection with the dispute or controversy.