Atossa Therapeutics, Inc.

Payment terms . Each Stapled CVR entitles its holder to a pro rata share of any “CVR Payment,” which is an aggregate amount equal to 25% of the Net Proceeds (as defined in the CVR Agreement) of the sale or deemed monetization of the first priority review voucher (the “Qualifying Voucher”) awarded on or before December 31, 2036 (the “Outside Date”), which the Board may extend, in respect of the approval of a marketing application for (Z)-endoxifen for Duchenne muscular dystrophy or McCune-Albright syndrome, or any other product candidate being developed by the Company or its subsidiaries as of the date of the CVR Agreement (a “Company Program”). CVR Payments are capped at $50 million and will equal the lesser of 25% of the Net Proceeds and the unused portion of the cap. To the extent the Company uses the Qualifying Voucher for its own application, or a change of control of the Company occurs while it holds an unsold Qualifying Voucher, such event will be treated as a deemed monetization at a fair market value determined by an independent financial advisor.

Detachment . The Board may, at any time and in its sole discretion, elect to detach the Stapled CVRs from the Common Stock. In the event of a detachment, holders of record of Common Stock on a detachment record date fixed by the Board (which will be at least 10 business days after public announcement of the detachment) will receive one detached CVR for each share of Common Stock then held, and shares of Common Stock issued after that date will not carry CVRs.

No development or monetization covenants . The CVR Agreement does not require the Company to conduct any clinical study, to submit or pursue any marketing application, to seek or obtain any regulatory approval or designation, or to sell or otherwise monetize any voucher it may receive. The Company retains sole and absolute discretion over its development, regulatory and commercial strategy and over whether to sell, use or retain any voucher and the timing, price and terms of any sale, may exercise that discretion in the best interests of the Company and its stockholders generally rather than in the best interests of the holders of Stapled CVRs as such, and owes no fiduciary duty to holders of Stapled CVRs in their capacity as such. Holders of Stapled CVRs have only the contractual right to receive payments if, when and to the extent the Qualifying Voucher is sold or otherwise monetized in accordance with the CVR Agreement.

Other terms . The Stapled CVRs do not confer any voting or dividend rights or any equity or ownership interest in the Company, and no interest accrues on amounts payable in respect of them. The Company may amend the CVR Agreement without the consent of holders for specified administrative purposes and for changes that do not materially and adversely affect holders; other amendments, including amendments adverse to holders, require the consent of holders. The Stapled CVRs will expire on the Outside Date if no Qualifying Voucher has been awarded by then. If the Qualifying Voucher is awarded on or before the Outside Date, the Stapled CVRs will remain outstanding until all CVR Payments in respect of it have been paid and no further payments are or may become payable, or until the $50 million cap has been paid in full. Payment obligations in respect of proceeds received later, including released escrow amounts, survive expiration.