Item 1.01. Entry into a Material Definitive Agreement.

On January 4, 2023, Bellerophon Therapeutics, Inc. ("Bellerophon") entered into a license agreement (the "License Agreement") with Baylor BioSciences, Inc. ("Baylor"), pursuant to which Baylor will receive exclusive rights to develop and commercialize INOpulse within mainland China, Taiwan, Hong Kong and Macau (collectively, "Greater China") for diseases associated with pulmonary hypertension, including the lead indication of fibrotic interstitial lung disease (fILD), as well as PH-Sarcoidosis and PH-COPD. Under the terms of the License Agreement, Bellerophon will receive a license payment of $6 million, payable by Baylor within 90 days, subject to certain closing conditions, including the notification by Bellerophon to Baylor within 45 days that there are no unresolved diligence issues relating the License Agreement. Additionally, Bellerophon is entitled to royalties of 5% on net sales by Baylor resulting from all of the licensed INOpulse indications within Greater China.

The foregoing is a summary of the terms of the License Agreement and is qualified in its entirety by the full text of such agreement, which will be filed as an exhibit to the Company's quarterly report on Form 10-Q for its quarter ended March 31, 2023.


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