TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2026 (“Execution Date”), by and between aTyr Pharma, Inc., a Delaware corporation, having its principal place of business at 10240 Sorrento Valley Road, Suite 300, San Diego, CA 92121, USA (“aTyr”), and Kyorin Pharmaceutical Co., Ltd., a Japanese corporation, having its principal place of business at 1-3-7, Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan (“Kyorin”). aTyr and Kyorin are each referred to as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, the Parties entered into certain Collaboration and License Agreement dated January 6, 2020, together with that certain Letter Agreement of even date (collectively, the “Collaboration Agreement”);
WHEREAS, Kyorin notified aTyr of its intention to terminate the Collaboration Agreement pursuant to Section 13.2 thereof on May 12, 2026, which aTyr reported on a Form 10-Q filed with the United States Securities and Exchange Commission on May 15, 2026; and
WHEREAS, the Parties desire to ensure a smooth transition and manage all necessary wind-down activities in connection with termination of the Collaboration Agreement.
NOW, THEREFORE, in consideration of the foregoing and subject to the terms and conditions contained herein, the Parties hereby agree as follows:
1.Defined Terms. Unless otherwise defined in this Agreement, all capitalized terms herein shall have the same meaning as set forth in the Collaboration Agreement.
2.Termination of Collaboration Agreement. The Parties hereby agree and acknowledge that the Collaboration Agreement shall be terminated on July 30, 2026 (“Termination Date”) notwithstanding the provisions of Section 13.2 thereof.
3.Termination of Ancillary Agreements.
3.1.The Parties hereby agree and acknowledge that the following agreements shall be terminated on the Termination Date. The details of wind-down activities for termination of the following agreements shall be discussed and agreed upon by the Parties separately in writing.
(a) Clinical Quality Agreement entered into between the Parties as of May 28, 2020
(b) Clinical Supply Agreement entered into between the Parties as of May 28, 2020, as amended as of August 24, 2022
(c) Phase 2/3 Clinical Quality Agreement entered into between the Parties as of August 26, 2022
(d) Clinical Study Agreement entered into between the Parties as of December 16, 2022, as amended as of April 14, 2023 and November 18, 2025
3.2.The Parties hereby agree and acknowledge that the Safety Data Exchange Agreement entered into between the Parties as of July 31, 2020 shall be terminated on the date when Kyorin submits the notification of discontinuation of development for the Licensed Product to the Regulatory Authority in the Kyorin Territory.